Tracking Stocks |
9 Months Ended |
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Sep. 30, 2024 | |
Tracking Stocks | 听 |
Tracking Stocks |
(3) Tracking Stocks A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. On July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, Atlanta Braves Holdings (the 鈥淎tlanta Braves Holdings Split-Off鈥). The Atlanta Braves Holdings Split-Off was accomplished by a redemption by the Company of each outstanding share of 麻豆最新出品 Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities attributed to the 麻豆最新出品 Braves Group (the 鈥淏raves Group鈥) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the 麻豆最新出品 SiriusXM Group and 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥), which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off. On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks 鈥 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock and 麻豆最新出品 Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company鈥檚 remaining tracking stock groups among its newly created 麻豆最新出品 SiriusXM Group, Formula One Group and 麻豆最新出品 Live Group (the 鈥淩eclassification鈥). As a result of the Reclassification, each then-outstanding share of 麻豆最新出品 SiriusXM common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 SiriusXM common stock and 0.2500 of a share of the corresponding series of 麻豆最新出品 Live common stock and each outstanding share of 麻豆最新出品 Formula One common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 Formula One common stock and 0.0428 of a share of the corresponding series of 麻豆最新出品 Live common stock. Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company鈥檚 consolidated financial statements on a prospective basis. While the Formula One Group and the 麻豆最新出品 Live Group 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. Holders of tracking stock have no direct claim to the group's 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 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, the 麻豆最新出品 Live 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. 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 September 30, 2024, include 麻豆最新出品鈥檚 interests in Formula 1 and QuintEvents, cash and 麻豆最新出品鈥檚 2.25% Convertible Senior Notes due 2027. As of September 30, 2024, the Formula One Group had cash and cash equivalents of approximately $2,666 million, which included $1,449 million of subsidiary cash. The 麻豆最新出品 Live 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 Live Group. As of September 30, 2024, the 麻豆最新出品 Live Group is comprised of 麻豆最新出品鈥檚 interest in Live Nation, cash, other minority investments, 麻豆最新出品鈥檚 0.5% Exchangeable Senior Debentures due 2050, 麻豆最新出品鈥檚 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. Prior to the 麻豆最新出品 Sirius XM Holdings Split-Off, the 麻豆最新出品 SiriusXM common stock was 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. At the time of the 麻豆最新出品 Sirius XM Holdings Split-Off, the 麻豆最新出品 SiriusXM Group was comprised of 麻豆最新出品鈥檚 interest in Sirius XM Holdings, corporate cash, 麻豆最新出品鈥檚 3.75% Convertible Senior Notes due 2028, 麻豆最新出品鈥檚 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品. As disclosed in note 1, 麻豆最新出品 Sirius XM Holdings is presented as a discontinued operation in the Company鈥檚 condensed consolidated financial statements. Prior to the Reclassification, 麻豆最新出品鈥檚 interest in Live Nation, 麻豆最新出品鈥檚 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation (the 鈥淟ive Nation Margin Loan鈥) were attributed to the 麻豆最新出品 SiriusXM Group and are presented as continuing operations in the Company鈥檚 condensed consolidated financial statements. Prior to the Atlanta Braves Holdings Split-Off, the 麻豆最新出品 Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. The Braves Group was comprised primarily of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥), certain assets and liabilities associated with ANLBC鈥檚 stadium (the 鈥淪tadium鈥) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities and corporate cash. See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for 麻豆最新出品's tracking stock groups. |