By Abigail W. Adams
Portland, Me., March 2 – Liberty Media Corp. priced $400 million of 2.125% 30-year exchangeable debentures at par after the market close on Thursday with an initial conversion premium of 27.5%, according to a market source.
Pricing came at the cheap end of talk, which was for a coupon of 1.875% to 2.125% and an exchange premium of 27.5% to 30%, according to a market source.
The notes are convertible into either Sirius XM Holdings Inc. common stock, Liberty’s series C Liberty SiriusXM common stock, or a combination of both forms of stock and cash at the company’s option.
The notes are initially attributable to Sirius XM common stock and carry an exchange price of $8.02 and a conversion ratio of 124.6922, according to a company release.
BNP Paribas Securities Corp., Citibank and UBS Securities LLC are the joint bookrunners for the Rule 144A deal, which carries a greenshoe of $60 million. Passive bookrunners were Credit Agricole CIB, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Mizuho Bank Ltd.
The debentures are non-callable until April 7, 2023 when they become freely callable. The notes have a put option which is exercisable on April 7, 2023.
There is takeover protection via a make-whole or investor put if the takeover is by a non-Liberty Media entity. If the takeover is by a Liberty Media entity, there is a make-whole or investor put or Liberty may elect to turn the exchangeable debenture into a convertible.
Proceeds will be used to repurchase Liberty SiriusXM common stock, for possible future acquisitions and investments and for general corporate purposes.
Liberty Media is an Englewood, Colo.-based media conglomerate. Sirius XM Holdings is the parent company for satellite radio company Sirius XM Radio Inc. Liberty Media owns approximately 70% of Sirius XM Holdings common stock.
| Issuer: | Liberty Media Corp
|
| Securities: | Exchangeable senior debentures linked to Sirius XM Holdings or Liberty’s series C Liberty Sirius XM common stock
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | 2048
|
| Bookrunners: | BNP Paribas Securities Corp., Citibank and UBS Securities LLC
|
| Passive bookrunners: | Credit Agricole CIB, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Mizuho Bank Ltd.
|
| Coupon: | 2.125%
|
| Price: | Par
|
| Yield: | 2.125%
|
| Conversion premium: | 27.5%
|
| Conversion price: | $8.02
|
| Conversion rate: | 124.6922
|
| Call options: | Non-callable until April 7, 2023, then freely callable
|
| Put options: | Exercisable on April 7, 2023
|
| Pricing date: | March 1, after the close
|
| Settlement date: | March 6
|
| Distribution: | Rule 144A
|
| Talk: | 1.875% to 2.125% coupon and 27.5% to 30% exchange premium
|
| Stock symbols: | Nasdaq: SIRI; Nasdaq: LSXMK
|
| Stock price: | SIRI $6.28 at the market close March 1
|
| Market capitalization: | SIRI $28.25 billion
|
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