麻豆最新出品

(2)聽聽Tracking Stocks

During November 2015, 麻豆最新出品鈥檚 board of directors authorized management to pursue a reclassification of the Company鈥檚 common stock into three new tracking stock groups, one to be designated as the 麻豆最新出品 Braves common stock, one to be designated as the 麻豆最新出品 Formula One common stock (formerly known as 麻豆最新出品 Media common stock) and one to be designated as the 麻豆最新出品 SiriusXM common stock (the 鈥淩ecapitalization鈥�), and to cause to be distributed subscription rights related to the 麻豆最新出品 Braves common stock following the creation of the new tracking stocks.

A tracking stock is a type of common stock that the issuing company intends to reflect or 鈥渢rack鈥� the economic performance of a particular business or 鈥済roup,鈥� rather than the economic performance of the company as a whole. While the 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Braves Group (the 鈥淏raves Group鈥�) and the 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥�) have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Therefore,

the 麻豆最新出品 SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group鈥檚 stock or assets and therefore, do not own, by virtue of their ownership of a 麻豆最新出品 tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which 麻豆最新出品 holds an interest that is attributed to a 麻豆最新出品 tracking stock group, such as the 麻豆最新出品 SiriusXM Group or the Formula One Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

Additionally, as a result of the Recapitalization, 麻豆最新出品鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐onvertible Notes鈥�) are now convertible into cash based on the product of the conversion rate specified in the indenture and the basket of tracking stocks into which each outstanding share of Series聽A 麻豆最新出品 common stock was reclassified (the 鈥淪ecurities Basket鈥�). The Series聽A 麻豆最新出品 Braves common stock component of the Securities Basket was subsequently adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series聽C 麻豆最新出品 Braves common stock made to all holders of 麻豆最新出品 Braves common stock. Furthermore, the Company entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the outstanding Series聽A 麻豆最新出品 common stock warrants as well as the outstanding cash convertible note hedges and purchased call options.

As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group. As a result of a rights offering in May 2016 to holders of 麻豆最新出品 Braves common stock to acquire shares of Series C 麻豆最新出品 Braves common stock, the number of notional shares representing the intergroup interest held by the Formula One Group was adjusted to 9,084,940, representing a 15.1% intergroup interest in the Braves Group at December 31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of 麻豆最新出品 SiriusXM common stock. As of December 31, 2019, the number of notional shares representing the intergroup interest held by the Formula One Group was 493,278, representing a 0.2% intergroup interest in the 麻豆最新出品 SiriusXM Group.

On April 22, 2020, the Company鈥檚 board of directors approved the immediate reattribution of certain assets and liabilities between the Formula One Group and the 麻豆最新出品 SiriusXM Group (collectively, the 鈥渞eattribution鈥�).

The assets reattributed from the Formula One Group to the 麻豆最新出品 SiriusXM Group, valued at $2.8 billion, consisted of:

The reattributed liabilities, valued at $1.3 billion, consisted of:

Similarly, $1.5 billion of net asset value has been reattributed from the 麻豆最新出品 SiriusXM Group to the Formula One Group, comprised of:

The reattribution is reflected in the Company鈥檚 financial statements on a prospective basis.

The 麻豆最新出品 SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 SiriusXM Group, which, as of December 31, 2020, include its interests in Sirius XM Holdings and Live Nation, corporate cash, 麻豆最新出品鈥檚 1.375% Cash Convertible Notes due 2023 and related financial instruments, 麻豆最新出品鈥檚 2.125% Exchangeable Senior Debentures due 2048, 麻豆最新出品鈥檚 2.25% Exchangeable Senior Debentures due 2048, 麻豆最新出品鈥檚 2.75% Exchangeable Senior Debentures due 2049, 麻豆最新出品鈥檚 0.5% Exchangeable Senior Debentures due 2050 and margin loan obligations incurred by wholly-owned special purpose subsidiaries of 麻豆最新出品. The 麻豆最新出品 SiriusXM Group retains intergroup interests in the Braves Group and the Formula One Group as of December 31, 2020. As of December聽31, 2020, the 麻豆最新出品 SiriusXM Group has cash and cash equivalents of approximately $996聽million, which includes $71聽million of subsidiary cash.

The 麻豆最新出品 Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group, which, as of December 31, 2020, include its subsidiary, Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥� or the 鈥淎tlanta Braves鈥�) and certain assets and liabilities associated with ANLBC鈥檚 stadium and mixed use development project (the 鈥淒evelopment Project鈥�) and cash. The 麻豆最新出品 SiriusXM Group and the Formula One Group retain intergroup interests in the Braves Group as of December 31, 2020. As of December聽31, 2020, the Braves Group has cash and cash equivalents of approximately $151聽million, which includes $73聽million of subsidiary cash.

The 麻豆最新出品 Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2020, include all of the businesses, assets and liabilities of 麻豆最新出品 other than those specifically attributed to the Braves Group or the 麻豆最新出品 SiriusXM Group, including 麻豆最新出品鈥檚 interest in Formula聽1, cash, an intergroup interest in the Braves Group, 麻豆最新出品鈥檚 1% Cash Convertible Notes due 2023 and 麻豆最新出品鈥檚 2.25% Exchangeable Senior Debentures due 2046. As of December聽31, 2020, the Formula One Group has cash and cash equivalents of approximately $1,684聽million, which includes $265聽million of subsidiary cash.

The number of notional shares representing the intergroup interest in the Braves Group held by the Formula One Group is 6,792,903, representing an 11.1% intergroup interest at December 31, 2020. The number of notional shares representing the intergroup interest in the Braves Group held by the 麻豆最新出品 SiriusXM Group is 2,292,037, representing a 3.7% intergroup interest at December 31, 2020. The number of notional shares representing the intergroup interest in the Formula One Group held by the 麻豆最新出品 SiriusXM Group is 5,271,475, representing a 2.2% intergroup interest at December 31, 2020. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and 麻豆最新出品 SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of 麻豆最新出品 Braves common stock, and the 麻豆最新出品 SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares

of 麻豆最新出品 Formula One common stock. The intergroup interests may be settled, at the discretion of the board of directors of the Company (the 鈥淏oard of Directors鈥�), through the transfer of newly issued shares of 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock, respectively, cash and/or other assets to the respective tracking stock group. Accordingly, the Braves Group intergroup interests attributable to the Formula One Group and the 麻豆最新出品 SiriusXM Group are presented as assets of the Formula One Group and 麻豆最新出品 SiriusXM Group, respectively, and are presented as liabilities of the Braves Group. Similarly, the Formula One Group intergroup interest attributable to the 麻豆最新出品 SiriusXM Group is presented as an asset of the 麻豆最新出品 SiriusXM Group and is presented as a liability of the Formula One Group. The offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of the Board of Directors, through a transfer of securities, cash and/or other assets from the Braves Group or Formula One Group to the respective tracking stock group.

On April 22, 2020, the Company鈥檚 board of directors authorized management of the Company to cause subscription rights (the 鈥淪eries C 麻豆最新出品 SiriusXM Rights鈥�) to purchase shares of Series C 麻豆最新出品 SiriusXM common stock, par value $0.01 per share (鈥淟SXMK鈥�), in a rights offering (the 鈥淟SXMK rights offering鈥�) to be distributed to holders of Series聽A 麻豆最新出品 SiriusXM common stock, par value $0.01 per share, Series聽B 麻豆最新出品 SiriusXM common stock, par value $0.01 per share, and LSXMK. In the LSXMK rights offering, 麻豆最新出品 distributed 0.0939 of a Series C 麻豆最新出品 SiriusXM Right for each share of Series A, Series B or Series C 麻豆最新出品 SiriusXM common stock held as of 5:00 p.m., New York City time, on May 13, 2020. Fractional Series C 麻豆最新出品 SiriusXM Rights were rounded up to the nearest whole right. Each whole Series C 麻豆最新出品 SiriusXM Right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of LSXMK at a subscription price of $25.47, which was equal to an approximate 20% discount to the volume weighted average trading price of LSXMK for the 3-day trading period ending on and including May 8, 2020.聽Each Series C 麻豆最新出品 SiriusXM Right also entitled the holder to subscribe for additional shares of LSXMK that were unsubscribed for in the LSXMK rights offering pursuant to an oversubscription privilege. The LSXMK rights offering commenced on May 18, 2020, which was also the ex-dividend date for the distribution of the Series C 麻豆最新出品 SiriusXM Rights. The LSXMK rights offering expired at 5:00 p.m. New York City time, on June 5, 2020 and was fully subscribed with 29,594,089 shares of LSXMK issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. The proceeds from the LSXMK rights offering, which aggregated approximately $754 million, were used to repay the outstanding balance on the Intergroup Loan and accrued interest.聽

See Exhibit聽99.1 to this Annual Report on Form聽10-K for unaudited attributed financial information for 麻豆最新出品鈥檚 tracking stock groups.