麻豆最新出品

(2) Tracking Stocks

During November 2015, 麻豆最新出品鈥檚 board of directors authorized management to pursue a recapitalization 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 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 tracking stock following the creation of the new tracking stocks.

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The Recapitalization was completed on April 15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April 18, 2016. Therefore, as of March 31, 2016 the Recapitalization had not been completed and the operating results prior to the Recapitalization are attributed to 麻豆最新出品 stockholders in the aggregate. Information in the following footnotes has been presented by tracking stock groups to enhance the information provided to users of these financial statements.

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Following the creation of the tracking stocks, Series听A, Series听B and Series听C 麻豆最新出品 Braves common stock trade under the symbols BATRA/B/K respectively, Series听A, Series听B and Series听C 麻豆最新出品 Media common stock trade under the symbols LMCA/B/K, respectively, and Series听A, Series听B and Series听C 麻豆最新出品 SiriusXM common stock trade under the symbols LSXMA/B/K, respectively. Series A and Series C of each of the 麻豆最新出品 Braves common stock and the 麻豆最新出品 Media common stock trade on the Nasdaq Stock Market and Series B of each of these stocks trades on the OTC Markets. In addition, each series (Series A, Series B and Series C) of the 麻豆最新出品 SiriusXM common stock trades on the Nasdaq Global Select Market.

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In the Recapitalization, each issued and outstanding share of 麻豆最新出品鈥檚 existing common stock was reclassified and exchanged for (a) 1 share of the corresponding series of 麻豆最新出品 SiriusXM common stock, (b) 0.1 of a share of the corresponding series of 麻豆最新出品 Braves common stock and (c) 0.25 of a share of the corresponding series of 麻豆最新出品 Media common stock on April 15, 2016. Cash was paid in lieu of the issuance of any fractional shares.

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In addition, following the creation of the new tracking stocks, 麻豆最新出品 expects to distribute to holders of its 麻豆最新出品 Braves common stock subscription rights to acquire shares of Series听C 麻豆最新出品 Braves common stock. The record date, distribution date, and distribution ratio for the distribution of subscription rights have not been finalized. The Company expects to issue subscription rights to raise capital to repay the Intergroup Note (as defined below) and for working capital purposes.听 The subscription rights will enable the holders to acquire shares of Series听C 麻豆最新出品 Braves common stock at a 20% discount to the volume weighted average trading price of the Series听C 麻豆最新出品 Braves common stock. 麻豆最新出品 expects the subscription rights to be publicly traded, once the exercise price has been established and the rights offering to expire twenty trading days following its commencement. The rights offering is subject to various conditions.

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Additionally, as a result of the Recapitalization, the Convertible Notes (note 9) will be 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 A 麻豆最新出品 common stock has been reclassified (the 鈥淪ecurities Basket鈥�). Furthermore, the Company is currently in discussions with the counterparties with regard to adjustments related to the Recapitalization to the outstanding Series A common stock warrants as well as the outstanding cash convertible note hedges and purchased call options.

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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. While the 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Braves Group and 麻豆最新出品 Media 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. Therefore, the 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Braves Group and 麻豆最新出品 Media 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's stock or assets and are 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.

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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. 麻豆最新出品 attributed to the 麻豆最新出品 SiriusXM Group its subsidiary SIRIUS XM, corporate cash of $50 million and its margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品.

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 麻豆最新出品 Braves Group. 麻豆最新出品 attributed to the 麻豆最新出品 Braves Group its subsidiary, Braves Holdings, LLC (鈥淏raves Holdings鈥�), which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥�) and certain assets and liabilities associated with ANLBC鈥檚 stadium and mixed use development project (the 鈥淒evelopment Project鈥�), corporate cash of $50 million and all liabilities arising under a note from Braves Holdings to 麻豆最新出品, with a total capacity of up to $165 million of borrowings by Braves Holdings (the 鈥淚ntergroup Note鈥�) relating to funds to be borrowed and used for investment in the Development Project. As of March 31, 2016, and December 31, 2015, 听$101 million and $31 million, respectively, was outstanding under the Intergroup Note. The Intergroup Note is expected to be repaid using proceeds from the proposed subscription rights offering (as described in more detail below).听 Any remaining proceeds from the rights offering will be attributed to the 麻豆最新出品 Braves Group.

The 麻豆最新出品 Media 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 Media Group. 麻豆最新出品 attributed to the 麻豆最新出品 Media Group all of the businesses, assets and liabilities of 麻豆最新出品 other than those specifically attributed to the 麻豆最新出品 Braves Group or the 麻豆最新出品 SiriusXM Group, including 麻豆最新出品鈥檚 interests in Live Nation, minority equity investments in Time Warner, Inc. and Viacom, Inc., the Intergroup Note, the recovery received in connection with the Vivendi lawsuit, cash, a 20% interest in the 麻豆最新出品 Braves Group as well as 麻豆最新出品鈥檚 1.375% Cash Convertible Notes due 2023 and related financial instruments.听