Liberty Media Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On September 19, 2024, Delta Topco Limited, a wholly-owned indirect subsidiary of Liberty Media Corporation (the “Company”), and its subsidiaries (Delta Topco Limited and its subsidiaries, “Formula 1”) closed the refinancing of Formula 1’s first lien Term Loan B facility and the maturity extension of Formula 1’s first lien Term Loan A facility and first lien revolving credit facility, pursuant to an Amendment Agreement, dated as of September 19, 2024 (the “Amendment”), by and among Formula One Management Limited, for itself and as agent for certain Formula 1 entities, J.P. Morgan SE, as facility agent, and other financial institutions party thereto, which amended that certain amended and restated first lien facilities agreement, dated as of November 23, 2022 (as amended, amended and restated or modified from time to time, including by the Amendment, the “Facilities Agreement”), by and among Formula One Management Limited, for itself and as agent for certain Formula 1 entities, J.P. Morgan SE, as facility agent, NatWest Markets plc, as security agent, and other financial institutions party thereto. The facility agent, the lenders under the Facilities Agreement and each of their respective affiliates also perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates, for which they receive customary fees.
The Facilities Agreement provides for a $500 million revolving credit facility (the “Revolving Credit Facility”), an approximately $689 million term loan “A” facility (the “Term Loan A Facility”) and a $1.7 billion term loan “B” facility (the “Term Loan B Facility”, together with the Revolving Credit Facility and the Term Loan A Facility, the “Credit Facilities”) with a $26.5 million sub-limit for letters of credit.
Borrowings under the Credit Facilities bear interest at (i) if in U.S. Dollars, the applicable secured overnight financing rate or (ii) if in Euros, the applicable euro interbank offered rate plus a margin. The margin for the Term Loan B Facility is 2.00% with a permanent step down to 1.75% if Formula 1’s net first lien leverage ratio is equal to or less than 3.75x on or following the earlier of (x) Liberty’s consummation of the acquisition of Dorna Sports, S.L., the exclusive commercial rights holder to the MotoGP™ World Championship (the “Dorna Acquisition”) or (y) the termination of the Dorna Acquisition. The margin for each of the Revolving Credit Facility and the Term Loan A Facility is between 1.50% and 2.25% depending on Formula 1’s net first lien leverage ratio. Each loan may be repaid at any time and from time to time without penalty other than customary breakage costs. Any amounts repaid on the Term Loan A Facility or the Term Loan B Facility may not be reborrowed. Any amounts repaid on the Revolving Credit Facility may be reborrowed.
The loans under the Revolving Credit Facility and Term Loan A Facility are scheduled to mature on September 30, 2029 and the loans under the Term Loan B Facility are scheduled to mature on September 30, 2031. Payment of the loans may be accelerated following certain customary events of default.
The payment and performance of the obligations under the Facilities Agreement are guaranteed by Delta Topco Limited and certain of its subsidiaries that represent at least 80% of the aggregate Consolidated EBITDA (as defined in the Facilities Agreement) of Formula 1 (excluding any unrestricted subsidiaries).
The Facilities Agreement contains certain customary covenants, including covenants that restrict Delta Topco Limited and its restricted subsidiaries (subject to certain exceptions) from, among other things: incurring additional indebtedness; creating liens on its assets; making loans; making investments; disposing of assets; making restricted payments; merging; entering into transactions with affiliates; and restricting subsidiary distributions. In addition, the Facilities Agreement contains a financial covenant for the benefit of the Revolving Credit Facility and the Term Loan A Facility that limits Formula 1’s net first lien secured leverage.
Borrowings under the Facilities Agreement may be used for general purposes of Formula 1 (including, without limitation, for working capital purposes and other purposes not prohibited by the Facilities Agreement).
The above summary does not purport to be a complete description of the Facilities Agreement and is qualified in its entirety by the contents of the Facilities Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 20, 2024, the Company issued a press release announcing the closing of the refinancing of the first lien Term Loan B facility and the maturity extension of the first lien Term Loan A facility and first lien revolving credit facility of Formula 1. A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
This Item 7.01 and the press release furnished herewith as Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 20, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 20, 2024
| LIBERTY MEDIA CORPORATION | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President and Assistant Secretary | ||