Liberty Media Offers To Make Sirius XM Wholly Owned Subsidiary

(RTTNews) - Liberty Media Corp. (LMCA, LMCB) said Friday that it has made a proposal to Sirius XM Holdings Inc. (SIRI) by which Sirius public shareholders would become shareholders of Liberty in a tax-free deal in which each share of Sirius common stock would be converted into 0.0760 of a new share of Liberty Series C common stock.

Immediately prior to the conversion, Liberty plans to distribute, on a 2:1 basis, shares of its Series C common stock to all holders of record of Liberty's Series A and B common stock to create a liquid trading market for Liberty's Series C common stock.

Upon the completion of the proposed deal, Liberty expects that Sirius' public shareholders would own about 39% of Liberty's then-outstanding common stock.

The Series C common stock would be Liberty's largest and most liquid series of stock. The proposed exchange ratio of 0.0760 would value Sirius common shares at about $3.68 per share based on closing prices of Liberty's Series A shares on Friday January 3.

Other than applicable filings with the Securities and Exchange Commission, Liberty does not anticipate that any additional regulatory approvals would be required for the deal.