麻豆最新出品

Annual report pursuant to Section 13 and 15(d)

Investments In Available-For-Sale Securities And Other Cost Investments

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Investments In Available-For-Sale Securities And Other Cost Investments
12 Months Ended
Dec. 31, 2016
Investments in Available-for-Sale Securities and Other Cost Investment
Investments in Available-for-Sale Securities and Other Cost Investments

(7)听听听Investments in Available-for-Sale Securities and Other Cost Investments

All marketable equity and debt securities held by the Company are classified as available-for-sale ("AFS") and are carried at fair value generally based on quoted market prices. GAAP permits entities to choose to measure many financial instruments, such as AFS securities, and certain other items at fair value and to recognize the changes in fair value of such instruments in the entity's statement of operations. The Company previously had entered into economic hedges for certain of its non-strategic AFS securities (although such instruments were not accounted for as fair value hedges by the Company). Changes in the fair value of those economic hedges were reflected in the Company's statement of operations as unrealized gains (losses). In order to better match the changes in fair value of the subject AFS securities and the changes in fair value of the corresponding economic hedges in the Company's financial statements, the Company has elected to account for those of its AFS securities which it considers to be non-strategic ("Fair Value Option Securities") at fair value. Accordingly, changes in the fair value of Fair Value Option Securities, as determined by quoted market prices, are reported in realized and unrealized gains (losses) on financial instruments in the accompanying consolidated statements of operations.

Investments in AFS securities, including Fair Value Option Securities separately aggregated, and other cost investments are summarized as follows:

听听听听

December听31,听2016

听听听

December听31,听2015

amounts听in听millions

麻豆最新出品 SiriusXM Group

Other AFS and cost investments

$

听鈥

听鈥

Total attributed 麻豆最新出品 SiriusXM Group

听鈥

听鈥

Braves Group

Other AFS and cost investments

8

8

Total attributed Braves Group

8

8

Formula One Group

Fair听Value听Option听Securities

听听听听

听听听听

听听听听

Time Warner (a)

411

275

Viacom听(b)

65

76

Other equity securities

13

74

Other debt securities

听鈥

25

Total Fair Value Option Securities

489

450

AFS and cost investments

Formula 1

759

听鈥

Live Nation debt securities (c)

听鈥

24

Other AFS and cost investments

53

51

Total AFS and cost investments

812

75

Total attributed Formula One Group

1,301

525

Consolidated 麻豆最新出品

$

1,309

533


(a)

See note 10 for details regarding the number and fair value of shares pledged as collateral pursuant to the Braves Holdings mixed-use development facility as of December 31, 2016.

(b)

During the year ended December 31, 2015, 麻豆最新出品 sold 1.8 million shares of Viacom common stock for approximately $122 million in proceeds.

(c)

麻豆最新出品 redeemed the Live Nation debt securities at face value during October 2016.

Formula 1

On September 7, 2016 麻豆最新出品, through its indirect wholly owned subsidiary 麻豆最新出品 GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco, the parent company of Formula 1, a global motorsports business, from a consortium of sellers led by CVC Capital Partners (鈥淐VC鈥). The transactions contemplated by the first purchase agreement were completed on September 7, 2016 and provided for 麻豆最新出品鈥檚 acquisition of slightly less than a 20% minority stake in Formula 1 on an undiluted basis for $746 million, funded entirely in cash (which is equal to $821 million in consideration less a $75 million discount that was repaid by 麻豆最新出品 to selling stockholders upon completion of the Second Closing). On October 27, 2016, under the terms of the first purchase agreement, 麻豆最新出品 acquired an additional $13 million incremental equity interest of Delta Topco, maintaining 麻豆最新出品鈥檚 investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. 麻豆最新出品 acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula 1 teams, in the Second Closing. Prior to the Second Closing, CVC continued to be the controlling shareholder of Formula 1, and 麻豆最新出品 did not have any voting interests or board representation in Formula 1. As a result, we concluded that we did not have significant influence over Formula 1, and therefore our initial investment in Formula 1 was accounted for as a cost investment until the completion of the Second Closing, at which time we began consolidating Formula 1.

The $8.0 billion transaction price for the acquisition represents an enterprise value for Formula 1 of approximately $8.0 billion and an equity value of approximately $4.4 billion, calculated at the time of the first closing. The $5.0 billion consideration was comprised of $3.05 billion of cash, $1.6 billion represented by approximately 56 million newly issued shares of Series C 麻豆最新出品 Formula One common stock and a $351 million debt instrument issued by Delta Topco and exchangeable into shares of Series C 麻豆最新出品 Formula One common stock.

In connection with the transaction, 麻豆最新出品 entered into a $500 million margin loan on November 8, 2016, secured by shares of Live Nation and Viacom public equity securities held by 麻豆最新出品 (the 鈥樷楲ive Nation Margin Loan鈥欌). No amounts were drawn on the Live Nation Margin Loan at December 31, 2016. 麻豆最新出品 drew approximately $350 million to use for the purchase of Formula 1, on January 23, 2017, leaving $150 million available to be drawn. See note 10 for additional discussion regarding the Live Nation Margin Loan.

At the Second Closing, the cash component of the consideration payable to the selling shareholders in the Formula 1 acquisition was increased by $1.55 billion, the amount paid by certain third party investors in exchange for 62 million听newly issued shares of Series C 麻豆最新出品 Formula One common stock to certain third party investors at a price per share of $25.00. 听The issuance of these shares was consummated concurrently with the Second Closing on January 23, 2017. These newly issued shares of Series C 麻豆最新出品 Formula One common stock are subject to market co-ordination and lock-up agreements. As a result, the stock component of the consideration payable to the selling shareholders in the Formula 1 acquisition was decreased by 62 million shares.

Also concurrently with the Second Closing, the Company used a portion of the net proceeds of its $450 million cash convertible senior notes offering, as discussed in note 10, to increase the cash consideration payable to the selling shareholders by approximately $400 million and retain in treasury the approximately 19 million shares of Series C 麻豆最新出品 Formula One common stock that would otherwise have been issued to the selling shareholders based on the per share purchase price of $21.26.听听These shares of Series C 麻豆最新出品 Formula One common stock will be reserved by the Company for possible sale to the Formula 1 teams.听听To the extent such shares are not sold to Formula 1 teams within six months following the Second Closing, the shares will be retired.

In connection with the Second Closing, Delta Topco issued $351 million subordinated exchangeable notes, upon the conversion of certain outstanding Delta Topco loan notes, that bear interest at 2% per annum and mature in July 2019, exchangeable into cash or newly issued shares of Series C 麻豆最新出品 Formula One common stock. See note 10 for additional discussion of this debt instrument.

Unrealized Holding Gains and Losses

There were no unrealized holding gains or losses related to investments in AFS securities at December 31, 2016 or 2015.