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Liberty Media completes Formula 1 acquisition

Liberty Media Corp. completed its acquisition of motorsports business Formula 1 from a consortium of sellers in a deal with an enterprise value of $8 billion and an equity value of $4.4 billion.

Following the deal completion, Liberty Media Group plans to rebrand itself as the Formula One Group, with the ticker symbols of its series A, series B and series C tracking stock to be changed to FWON (A), FWON (B) and FWON (K), respectively.

In the wake of the acquisition, Formula 1 appointed current Chairman Chase Carey as CEO, with Bernie Ecclestone as Chairman Emeritus. Ecclestone will play an advisory role, according to a Jan. 23 press release. Formula 1 will continue to be based in London, with Greg Maffei as deputy chair of the board.

Liberty Media acquired all shares of Formula 1 through cash on hand, newly issued series C shares of Liberty Media Group's tracking stock and a debt instrument exchangeable into shares of Liberty Media Group tracking stock, or LMCK. The selling stockholders received $3.05 billion in cash, about 56 million new issued shares of LMCK and a $351 million exchangeable debt instrument to be issued by Formula 1 and exchangeable into shares of LMCK.

Concurrent with the closing of the deal, some third-party investors subscribed for $1.55 billion of newly issued shares of LMCK at a price of $25 per share. The proceeds from this investment were used to increase the cash portion of the total consideration payable to the selling stockholders. Liberty also used the net proceeds from its previously announced debt offering to increase the cash consideration payable to the selling shareholders.

About 56 million LMCK shares were issued to the selling shareholders, 62 million to the third-party investors and about 19 million into the treasury at the Formula 1 closing. Following the acquisition, there are about 217 million shares of LMCK common stock outstanding, pro forma for the dilutive impact of the $351 million LMCK exchangeable security and excluding the aforementioned roughly 19 million shares retained in treasury. The third parties together own about 29% of the Liberty Media Group's outstanding shares, with the selling stockholders owning about 33% of the outstanding equity, and have board representation at Formula 1 as well.