NEW YORK, September 8, 2016 - Baker Botts L.L.P., a leading international law firm today announced that it has acted for its client, Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, LMCA, LMCK) in its acquisition of Formula One, the iconic global motorsports business, from a consortium of sellers led by CVC Capital Partners (“CVC”). Liberty Media owns interests in a broad range of media, communications and entertainment businesses. Those interests are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Liberty Braves Group, and the Liberty Media Group.
The consideration comprises cash and newly issued shares in the Liberty Media Group tracking stock (LMCK) and a subsidiary debt instrument exchangeable into shares of LMCK. The transaction price represents an enterprise value for Formula One of $8.0 billion and an equity value of $4.4 billion (at signing).
The acquisition will be effected by Liberty Media acquiring 100% of the shares of Delta Topco, the parent company of Formula One (Delta Topco herein referred to as “Formula One”). The acquisition is subject to the satisfaction of customary closing conditions, including stockholder approval for the share issuance and certain regulatory and third party approvals.
Concurrent with the execution of the agreement to effect the acquisition, Liberty Media has completed the acquisition of an 18.7% minority stake in Formula One for $746 million, funded entirely in cash (which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty Media to selling stockholders upon completion of the acquisition). Prior to completion, CVC Funds will continue to be the controlling shareholder of Formula One.
After completion of the acquisition, Liberty Media will own Formula One and it will be attributed to the Liberty Media Group which will be renamed the Formula One Group. The consortium of sellers led by CVC will own approximately 65% of the Formula One Group’s equity and will have board representation at Formula One to support Liberty Media in continuing to develop the full potential of the sport. In addition, a CVC representative will be joining the Liberty Media Board of Directors.
The Baker Botts team representing Liberty Media included Derek Jones (London, Corporate), Renee Wilm and Buzz McGrath (New York, Corporate), Tamar Stanley (Washington, Tax), Rob Fowler (Houston, Tax), Catriona Hatton and Paul Lugard (Brussels, Antitrust) and Stephen Weissman and Paul Cuomo (Washington, Antitrust).
Liberty Media's in house team included Richard Baer, Chief Legal Officer, and Craig Troyer, Deputy General Counsel.
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