By Stephanie N. Rotondo
Seattle, Jan. 20 – Liberty Media Corp. priced an upsized $400 million of cash convertible senior notes due 2023 at par to yield 1% with an initial conversion premium of 32.5% on Friday, the company said in a press release.
The deal came upsized from $350 million. Pricing was at the rich end of the 1% to 1.5% yield talk and at the rich end of the 27.5% to 32.5% talk for the initial conversion premium.
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and BofA Merrill Lynch were the joint bookrunners.
There is a $50 million over-allotment option, downsized from $52.5 million.
The notes will be convertible into cash based on a reference price associated with the company’s series C common stock, subject to a contingent conversion provision. The initial conversion rate is 27.1091 shares per each $1,000 of notes, equal to an initial conversion price of $36.89.
The issue is non-callable. There are takeover and anti-dilution protections.
Proceeds will be used to increase the cash consideration payable to selling shareholders of Formula 1 by $400 million. Additionally, the company will be able to hold in treasury about 19 million shares that would have otherwise been issued to the F1 shareholders.
If the F1 acquisition is not completed, proceeds will be used for general corporate purposes, which may include capital expenditures, acquisitions, working capital, repayment of debt and stock repurchases.
Liberty Media is an Englewood, Colo.-based owner and operator of media, communications and entertainment businesses.
| Issuer: | Liberty Media Corp.
|
| Securities: | Cash convertible senior notes
|
| Amount: | $400 million
|
| Greenshoe: | $50 million
|
| Maturity: | Jan. 3, 2023
|
| Bookrunners: | Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, BofA Merrill Lynch
|
| Coupon: | 1%
|
| Price: | Par of $1,000
|
| Yield: | 1%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $36.89
|
| Conversion rate: | 27.1091 shares
|
| Contingent conversion: | Yes
|
| Call options: | Non-callable
|
| Pricing date: | Jan. 20
|
| Settlement date: | Jan. 23
|
| Distribution: | Rule 144A
|
| Talk: | 1% to 1.5% yield, with a conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: LMCK
|
| Stock price: | $27.84 as of Jan. 19 close
|
| Market capitalization: | $9.48 billion
|
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