Correspondence 0001104659-24-078589 from Liberty Sirius XM Holdings Inc. (CIK 0002003397)
Liberty Sirius XM Holdings Inc. (CIK 0002003397)
Date: July 9, 2024 · CIK: 0002003397 · Accession: 0001104659-24-078589
AI Filing Summary & Sentiment
File numbers found in text: 001-35707, 333-276758
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Liberty Media Corporation Preliminary Proxy Statement on Schedule 14A Filed June 24, 2024 File No. 001-35707
Dear Ms. Mansaray and Mr. Derby:
On behalf of our clients, Liberty Sirius XM Holdings Inc. (“New Sirius”) and Liberty Media Corporation (“Liberty Media”), we are providing their response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated July 8, 2024, with respect to the filings referenced above.
This letter is being filed electronically via the EDGAR system today. The previously filed Form S-4 and Schedule 14A contain the preliminary proxy statement and notice of Liberty Media, prospectus of New Sirius, and notice and information statement of Sirius XM Holdings Inc. Capitalized terms used and not defined herein have the meanings given in the proxy statement/notice/prospectus/information statement (the “materials”).
For your convenience, we have restated below the Staff’s comment in bold, followed by our response to such comment.
Austin • Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo
Amendment No. 2 to Registration Statement on Form S-4
Condensed Pro Forma Consolidated Financial Statements, page F-87
1. Please explain to us why you did not give effect to the acquisition of Dorna Sports, S.L. in your pro forma financial statements.
Response: In response to the Staff’s comment, we note that we did not give effect to the acquisition of Dorna Sports, S.L. (the “Dorna Acquisition”) in Liberty Media’s pro forma financial statements because the inclusion of such details would not provide information that would be material (a) to the voting decision of a holder of shares of LSXMA and/or LSXMB with respect to the Split-Off Proposal or (b) with respect to the understanding of the business of New Sirius by the holders of shares of LSXMA, LSXMB and/or LSXMK and/or holders of shares of Sirius XM Common Stock who will be receiving shares of New Sirius Common Stock in the Redemption and/or the Merger. In addition, we note that the Dorna Acquisition is not material to the business or consolidated financial statements of Liberty Media as a whole.
The Dorna Acquisition is unrelated to the Split-Off, the Merger and New Sirius. Liberty Media’s common stock is comprised of three groups of tracking stocks—the Liberty SiriusXM Common Stock, the Liberty Formula One Common Stock and the Liberty Live Common Stock. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. As discussed in more detail in the materials, the Split-Off Proposal relates to the redemptive split-off of New Sirius (which will own solely the businesses, assets, and liabilities attributed to the Liberty SiriusXM Group prior to the transaction) from Liberty Media and only the votes of the holders of shares of LSXMA and LSXMB are being solicited with respect to the Split-Off Proposal. Further, only the holders of shares of LSXMA, LSXMB and LSXMK and Sirius XM Common Stock will be receiving securities of New Sirius in connection with the Redemption and/or Merger.
The Dorna Acquisition relates to an acquisition of a business that will not be attributed to the Liberty SiriusXM Group or acquired by New Sirius. Instead, the business being acquired in the Dorna Acquisition will be attributed to the Formula One Group and the Liberty Formula One Common Stock. A holder of Liberty Formula One Common Stock will not able to vote on the Split-Off Proposal unless such holder also holds shares of LSXMA or LSXMB as of the record date for the Liberty Special Meeting, and a holder of Liberty Formula One Common Stock will not receive shares of New Sirius in the Redemption or the Merger unless such holder also holds shares of LSXMA, LSXMB, LSXMK or Sirius XM Common Stock. Moreover, no shares of Liberty Formula One Common Stock will be redeemed in connection with the Split-Off. Accordingly, giving effect to the Dorna Acquisition in Liberty Media’s pro forma financial statements would not provide information that would be material to the security holders who are voting on the Split-Off or with respect to the understanding of the business of New Sirius by those security holders receiving shares of New Sirius Common Stock in the Split-Off and/or Merger.
* * *
If you have any questions, please do not hesitate to contact the undersigned at (415) 984-8793 or bchristensen@omm.com.
Very truly yours,
/s/
C. Brophy Christensen
Show Raw Text
CORRESP
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filename1.htm
O’Melveny & Myers LLP
T: +1 415 984 8700
File Number: 0505809-00038
Two Embarcadero Center
F: +1 415 984 8701
28th
Floor
omm.com
San Francisco, CA 94111-3823
July 9, 2024
C. Brophy Christensen
D: +1 415 984 8793
bchristensen@omm.com
VIA EDGAR
Ms. Mariam Mansaray
Mr. Matthew Derby
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C. 20549
Re: Liberty Sirius XM Holdings Inc.
Amendment No. 2 to Registration Statement
on Form S-4
Filed June 24, 2024
File No. 333-276758
Liberty Media Corporation
Preliminary Proxy Statement on Schedule
14A
Filed June 24, 2024
File No. 001-35707
Dear Ms. Mansaray and Mr. Derby:
On behalf of our clients, Liberty Sirius XM Holdings
Inc. (“New Sirius”) and Liberty Media Corporation (“Liberty Media”), we are providing their response
to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission set forth in your letter, dated July 8, 2024, with respect to the filings referenced above.
This letter is being filed electronically via the
EDGAR system today. The previously filed Form S-4 and Schedule 14A contain the preliminary proxy statement and notice of Liberty Media,
prospectus of New Sirius, and notice and information statement of Sirius XM Holdings Inc. Capitalized terms used and not defined herein
have the meanings given in the proxy statement/notice/prospectus/information statement (the “materials”).
For your convenience, we have restated below the
Staff’s comment in bold, followed by our response to such comment.
Austin • Century City • Dallas •
Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo
Amendment No. 2 to Registration Statement on Form S-4
Condensed Pro Forma Consolidated Financial Statements, page F-87
1. Please explain to us why you did not give effect to the acquisition of Dorna Sports, S.L. in your pro forma financial statements.
Response: In response to the Staff’s
comment, we note that we did not give effect to the acquisition of Dorna Sports, S.L. (the “Dorna Acquisition”) in
Liberty Media’s pro forma financial statements because the inclusion of such details would not provide information that would be
material (a) to the voting decision of a holder of shares of LSXMA and/or LSXMB with respect to the Split-Off Proposal or (b) with respect
to the understanding of the business of New Sirius by the holders of shares of LSXMA, LSXMB and/or LSXMK and/or holders of shares of Sirius
XM Common Stock who will be receiving shares of New Sirius Common Stock in the Redemption and/or the Merger. In addition, we note that
the Dorna Acquisition is not material to the business or consolidated financial statements of Liberty Media as a whole.
The Dorna Acquisition is unrelated to the Split-Off,
the Merger and New Sirius. Liberty Media’s common stock is comprised of three groups of tracking stocks—the Liberty SiriusXM
Common Stock, the Liberty Formula One Common Stock and the Liberty Live Common Stock. A tracking stock is a type of common stock that
the issuing company intends to reflect or “track” the economic performance of a particular business or “group,”
rather than the economic performance of the company as a whole. As discussed in more detail in the materials, the Split-Off Proposal relates
to the redemptive split-off of New Sirius (which will own solely the businesses, assets, and liabilities attributed to the Liberty SiriusXM
Group prior to the transaction) from Liberty Media and only the votes of the holders of shares of LSXMA and LSXMB are being solicited
with respect to the Split-Off Proposal. Further, only the holders of shares of LSXMA, LSXMB and LSXMK and Sirius XM Common Stock will
be receiving securities of New Sirius in connection with the Redemption and/or Merger.
The Dorna Acquisition relates to an acquisition
of a business that will not be attributed to the Liberty SiriusXM Group or acquired by New Sirius. Instead, the business being acquired
in the Dorna Acquisition will be attributed to the Formula One Group and the Liberty Formula One Common Stock. A holder of Liberty Formula
One Common Stock will not able to vote on the Split-Off Proposal unless such holder also holds shares of LSXMA or LSXMB as of the record
date for the Liberty Special Meeting, and a holder of Liberty Formula One Common Stock will not receive shares of New Sirius in the Redemption
or the Merger unless such holder also holds shares of LSXMA, LSXMB, LSXMK or Sirius XM Common Stock. Moreover, no shares of Liberty Formula
One Common Stock will be redeemed in connection with the Split-Off. Accordingly, giving effect to the Dorna Acquisition in Liberty Media’s
pro forma financial statements would not provide information that would be material to the security holders who are voting on the Split-Off
or with respect to the understanding of the business of New Sirius by those security holders receiving shares of New Sirius Common Stock
in the Split-Off and/or Merger.
* * *
2
If you have any questions, please do not hesitate
to contact the undersigned at (415) 984-8793 or bchristensen@omm.com.
Very truly yours,
/s/
C. Brophy Christensen
C. Brophy Christensen
cc: Liberty Sirius XM Holdings Inc.
Renee L. Wilm
Brittany A. Uthoff
Katherine C. Jewell
Michael E. Hurelbrink
Sirius XM Holdings Inc.
Patrick L. Donnelly
Simpson Thacher & Bartlett LLP
Eric M. Swedenburg
Johanna Mayer
Debevoise & Plimpton
Michael A. Diz
William D. Regner
3