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Liberty Media will sell F1 shares to fund MotoGP acquisition

Liberty Media, F1, MotoGP, Dorna Sports

Participants seen during the MotoGP World Championship at the Red Bull Ring in Spielberg, Austria on August 18, 2024. // Joerg Mitter / Red Bull Ring // SI202408180692 // Usage for editorial use only //

Liberty Media has announced sale of Series C F1 Common Stock to public, the proceeds of which will be used in MotoGP acquisition.

Liberty Media Corporation announced today that it has priced the previously-announced public offering of 10,650,000 shares of its Series C Liberty Formula One Common Stock (“FWONK”) at a public offering price of $77.50 per share. Liberty Media also granted the underwriter of the offering an option to purchase up to an additional 1,597,500 FWONK shares.

The offering is expected to close on August 22, 2024, subject to the satisfaction of customary closing conditions, and is expected to result in approximately $825,375,000 in gross proceeds to Liberty Media, before deducting the underwriter’s discounts and estimated offering expenses payable by Liberty Media (assuming no exercise of the underwriter’s option to purchase additional shares).

Liberty Media intends to exercise its option to deliver additional cash in lieu of shares of FWONK as part of its previously disclosed proposed acquisition (the “Acquisition”) of Dorna Sports, S.L., such that all the consideration paid will be comprised of cash and no shares of FWONK will be issued to the sellers.

Liberty Media expects to use the net proceeds from the sale of shares in this offering (i) to fund the increase in total cash consideration for the Acquisition, which is expected to close by year-end 2024 and (ii) for general corporate purposes, including the repayment of debt. Completion of the offering is not conditioned upon consummation of the Acquisition.

If the Acquisition is not consummated for any reason, the net proceeds from this offering would be available for general corporate purposes and attributed to the Formula One Group tracking stock. Goldman Sachs & Co. LLC is acting as the sole underwriter for the offering.

The offering is being made pursuant to an effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of the prospectus that forms a part of the registration statement, copies of which may be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by phone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; or by visiting the EDGAR database on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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[Note: The story is as per press release]