By Rebecca Melvin
New York, Nov. 22 – Liberty Media Corp. priced an upsized $525 million of 2.75% debentures due 2049 that are exchangeable into shares of Sirius XM Holdings Inc., according to market sources.
The Rule 144A deal priced at par and has an initial exchange premium of 27.5%, which represents pricing at the cheap end of initial talk for a 2.5% to 2.75% coupon and 27.5% to 30% initial exchange premium.
The offering was upsized from an initially talked $400 million, and the option to purchase additional debentures was raised to $78.75 million from $60 million.
Concurrently with the offering of debentures, Sirius XM Holdings agreed to repurchase 18,279,670 shares of its common stock at a discounted $6.76 per share. The amount of repurchased shares was talked at up to 20 million.
Upon an exchange, Liberty may deliver Sirius common stock or the value in cash or shares of Liberty’s series C Liberty SiriusXM common stock, or any combination of shares of Sirius common shares, cash and/or shares of Liberty’s series C Liberty SiriusXM stock.
J.P. Morgan Securities LLC and BNP Paribas Securities Corp. were active bookrunners of the deal, with Credit Agricole CIB, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and Citigroup Global Markets Inc. as passive bookrunners.
The notes are non-callable until Dec. 1, 2024, and there is a put at year five. They also have takeover protection and dividend protection at $0.01331 per share per quarter.
The proceeds are earmarked for general corporate purposes, including repurchase of Liberty SiriusXM common stock, potential mergers or acquisitions, interest payments on debentures offered and repayment of borrowings outstanding under its margin loan secured by shares of Sirius XM.
Liberty Media is an Englewood, Colo.-based media, communications and entertainment company. Sirius is a New York-based broadcasting company that provides satellite radio and online radio services.
| Issuer: | Liberty Media Corp.
|
| Exchange entity: | Sirius XM Holdings Inc.
|
| Securities: | Exchangeable senior debentures
|
| Amount: | $525 million, upsized from $400 million
|
| Greenshoe: | $78.75 million, upsized from $60 million
|
| Maturity: | Dec. 1, 2049
|
| Active bookrunners: | J.P. Morgan Securities LLC and BNP Paribas Securities Corp.
|
| Passive bookrunners: | Credit Agricole CIB, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and Citigroup Global Markets Inc.
|
| Coupon: | 2.75%
|
| Price: | Par
|
| Yield: | 2.75%
|
| Exchange premium: | 27.5%
|
| Exchange price: | $8.62
|
| Exchange rate: | 116.0227
|
| Call options: | Callable after Dec. 1, 2024
|
| Put options: | Putable on Dec. 1, 2024
|
| Pricing date: | Nov. 21
|
| Settlement date: | Nov. 26
|
| Distribution: | Rule 144A
|
| Talk: | 2.5%-2.75%, up 27.5%-30%
|
| Stock symbol: | Nasdaq: SIRI
|
| Stock price: | $6.96 at market close Nov. 21
|
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