Reported Earlier, Liberty Media Acquires High-Vote Series B Stock From Holders Related To John Malone In Exchange For Low-Vote Series A Stock To Reduce Voting Concentration And Better Aligns Malone’s Voting Power With His Economic Interest
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The Transaction closed concurrently with the execution of the Exchange Agreement (the "Agreement") among Liberty Media, John C. Malone and the Malone Holders. As a result of the Transaction, the Malone Holders’
The Transaction closed concurrently with the execution of the Exchange Agreement (the “Agreement”) among Liberty Media, John C. Malone and the Malone Holders. As a result of the Transaction, the Malone Holders’ aggregate voting power in Liberty Media declined to approximately 3%, and no holder of Liberty Media common stock holds more than 9% of Liberty Media’s voting power, in each case, based on Liberty Media’s outstanding common stock as of October 30, 2026.
Immediately prior to the closing of the Transaction, the Malone Holders held approximately 2.3 million shares of Series B common stock, representing approximately 97% of the outstanding shares of Series B common stock, and approximately 48% of the voting power of Liberty Media. Pursuant to the Agreement, each share of Series B common stock held by the Malone Holders was exchanged for 0.26 shares of Series A common stock and 2.34 shares of Series C common stock (the “Exchange Consideration”), subject to rounding up to the nearest whole share following aggregation, representing an exchange ratio (the “Exchange Ratio”) of 2.6 shares of Liberty Media’s common stock per share of Series B common stock. The Transaction was intended to qualify as a tax-free transaction for U.S. federal income tax purposes.
The aggregate value of the premium reflected in the Exchange Ratio represents approximately 1.5% of Liberty Media’s equity market capitalization, as of October 30, 2026. The Transaction was negotiated and approved by a special committee (the “Special Committee”) of Liberty Media’s board of directors (the “Board”) consisting solely of disinterested and independent directors for purposes of Nevada law, advised by its own independent financial and legal advisors.
In connection with the Transaction, Dr. Malone will step down from his position as Chairman Emeritus of the Company, but will remain a Senior Advisor to the Company.
Background and Rationale
Following receipt of a number of unsolicited offers from third parties to acquire the shares of Series B common stock beneficially owned by him, Dr. Malone and Liberty Media began discussing a transaction in which Liberty Media would instead acquire such shares. The Special Committee, with the assistance of its financial and legal advisors, was formed to consider, negotiate and approve (if appropriate) such a transaction. The Transaction eliminates the possibility of a transfer of the Malone Holders’ voting power in Liberty Media to a third party and better aligns Dr. Malone’s voting power with his economic ownership of Liberty Media.
