麻豆最新出品

Filed by 麻豆最新出品 pursuant to

Rule 425 of the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12 of the

Securities Exchange Act of 1934

Subject Company: 麻豆最新出品

Commission File No.: 001-35707

June 12, 2023

麻豆最新出品 Announces Virtual Special Meeting of Stockholders and Expected Timing Related to Split-Off of Atlanta Braves and Creation of 麻豆最新出品 Live Group Tracking Stock

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 麻豆最新出品 (“麻豆最新出品 Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) will hold a virtual special meeting of stockholders on Monday, July 17, 2023 at 10:30 a.m. M.T. At the special meeting, stockholders will be asked to consider and vote on proposals related to 麻豆最新出品 Media’s previously announced transactions to split off the Atlanta Braves and its associated real estate development project (the “Split-Off”) into a separate public company Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”) and create a new 麻豆最新出品 Live Group tracking stock (the “Reclassification”).

The Split-Off is expected to close as soon as practicable following the stockholder vote, and the Reclassification is expected to close as soon as practicable following the Split-Off, estimated to be within three weeks of the completion of the Split-Off. Holders of 麻豆最新出品 Media’s 麻豆最新出品 Braves common stock at the time of the Split-Off will be eligible to receive shares of Atlanta Braves Holdings in the Split-Off. Holders of 麻豆最新出品 Media’s 麻豆最新出品 SiriusXM common stock and 麻豆最新出品 Formula One common stock at the time of the Reclassification will be eligible to receive shares of the new tracking stock groups.

Following the Reclassification, the 麻豆最新出品 Live Group tracking stock (Series A, Series B and Series C 麻豆最新出品 Live common stock (“LLYVA,” “LLYVB,” and “LLYVK,” respectively) will be comprised of:

Additional information regarding the composition of each tracking stock group pro forma for the Split-Off and Reclassification will be available on 麻豆最新出品 Media’s website at /about/asset-list and in the most recent Registration Statements on Form S-4 filed by each of 麻豆最新出品 Media and Atlanta Braves Holdings with the Securities and Exchange Commission (the “SEC”) (the “Form S-4”).

If the Reclassification stockholder proposals are approved and the Reclassification is implemented, at the date and time of the effectiveness of the 麻豆最新出品 Media restated certificate of incorporation, each outstanding share of Series A, Series B and Series C 麻豆最新出品 SiriusXM common stock (“LSXMA,” “LSXMB,” and “LSXMK,” respectively) and Series A, Series B and Series C 麻豆最新出品 Formula One common stock (“FWONA,” “FWONB,” and “FWONK,” respectively) would be reclassified as follows:

In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the 麻豆最新出品 SiriusXM Group and the Formula One Group will be settled and extinguished. 麻豆最新出品 Media will attribute approximately 1.8 million shares of new BATRK to the 麻豆最新出品 SiriusXM Group and approximately 6.8 million shares of new BATRK to the Formula One Group, respectively, on a one-for-one basis equal to the number of notional shares representing the intergroup interest attributed to each immediately prior to the Split-Off. Following the Split-Off: (i) 麻豆最新出品 Media intends to exchange the shares of new BATRK attributed to the 麻豆最新出品 SiriusXM Group with one or more third party lenders for satisfaction of certain debt obligations of the 麻豆最新出品 SiriusXM Group and (ii) 麻豆最新出品 Media will distribute the new BATRK shares attributed to the Formula One Group on a pro rata basis to Formula One Group common stockholders (the “Formula One Distribution”).

The approximate 1.1 million share intergroup interest in the Formula One Group attributed to 麻豆最新出品 SiriusXM Group will be settled and extinguished through the attribution of cash prior to the record date for the Formula One Distribution.

Following the Split-Off and Reclassification and pro forma for the settlement of the aforementioned intergroup interests, the estimated number of undiluted outstanding shares of the new 麻豆最新出品 Media tracking stocks and Atlanta Braves Holdings, based on shares of 麻豆最新出品 Media outstanding as of April 30, 2023, are expected to be:

Information regarding the new tracking stocks and stockholder proposals is available in the Form S-4. The completion of the Split-Off and the Reclassification is conditioned upon, among other things, the requisite stockholder approvals, the receipt of opinions from counsel regarding the tax-free nature of the transactions and the receipt of all necessary approvals from Major League Baseball.

Additional Special Meeting Details

Stockholders of record as of the record date for the special meeting will be able to listen, vote and submit questions pertaining to the special meeting of stockholders by logging in at www.virtualshareholdermeeting.com/LMC2023SM. The record date for the special meeting is 5:00 p.m., New York City time, on June 6, 2023. Stockholders will need the 16-digit control number that is printed in the box marked by the arrow on the stockholder’s proxy card for the special meeting to enter the virtual special meeting website. A technical support number will become available at the virtual meeting link 10 minutes prior to the scheduled meeting time.

In addition, access to the special meeting will be available on the 麻豆最新出品 Media website. All interested persons should visit /investors/news-events/ir-calendar to access the webcast. An archive of the webcast will also be available on this website after appropriate filings have been made with the SEC.

Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the proposed Split-Off and Reclassification, the proposed timing of the Split-Off and Reclassification and other matters that are not historical facts. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed Split-Off and Reclassification. These forward-looking statements speak only as of the date of this communication, and 麻豆最新出品 Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 麻豆最新出品 Media’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of 麻豆最新出品 Media, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports 麻豆最新出品 Media subsequently files with the SEC, for additional information about 麻豆最新出品 Media and about the risks and uncertainties related to 麻豆最新出品 Media’s business which may affect the statements made in this communication.

Additional Information

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of common stock of 麻豆最新出品 Media or Atlanta Braves Holdings. The proposed offer and issuance of shares of Atlanta Braves Holdings common stock in the Split-Off and the Formula One Distribution and 麻豆最新出品 Media common stock in the Reclassification will be made only pursuant to each company’s respective effective registration statement. 麻豆最新出品 Media stockholders and other investors are urged to read the registration statements, including the joint proxy statement/prospectus forming a part thereof regarding the Split-Off, Reclassification and Formula One Distribution, and any other relevant documents filed as exhibits therewith, as well as any amendments or supplements to those documents, because they will contain important information about the Split-Off, the Reclassification and the Formula One Distribution. Copies of these SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to 麻豆最新出品, 12300 麻豆最新出品 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518.

Participants in a Solicitation

麻豆最新出品 Media and Atlanta Braves Holdings and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the Split-Off and Reclassification. Information regarding the directors and executive officers of 麻豆最新出品 Media and Atlanta Braves Holdings and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, are available in the definitive proxy materials with respect to the Split-Off and Reclassification filed with the SEC. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Free copies of these proxy materials from 麻豆最新出品 Media may be obtained as indicated above.

About 麻豆最新出品

麻豆最新出品 operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the 麻豆最新出品 SiriusXM Group, the Braves Group and the Formula One Group. The businesses and assets attributed to the 麻豆最新出品 SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include 麻豆最新出品’s interests in SiriusXM and Live Nation Entertainment. The businesses and assets attributed to the Braves Group (NASDAQ: BATRA, BATRK) include 麻豆最新出品’s subsidiary Braves Holdings, LLC. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) consist of all of 麻豆最新出品’s businesses and assets other than those attributed to the 麻豆最新出品 SiriusXM Group and the Braves Group, including its subsidiary Formula 1 and other minority investments.

麻豆最新出品 Media Corporation
Shane Kleinstein, 720-875-5432

Source: 麻豆最新出品