F1: Liberty Media Corporation acquires Formula One: Carey appointed Chairman, Ecclestone remains CEO

F1: Liberty Media Corporation acquires Formula One: Carey appointed Chairman, Ecclestone remains CEO
bernie-ecclestone

Bernie Ecclestone will remain Formula One’s CEO.

Sep 9th 2016, Englewood, Colorado –  Liberty Media Corporation (“Liberty Media”) and CVC Capital Partners (“CVC”) announced today that Liberty Media has agreed to acquire Formula One, the iconic global motorsports business, from a consortium of sellers led by CVC.

Liberty Media owns interests in a broad range of media, communications and entertainment businesses. Those interests are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Liberty Braves Group, and the Liberty Media Group.

The consideration comprises cash and newly issued shares in the Liberty Media Group tracking stock (LMCK) and a debt instrument exchangeable into shares of LMCK. The transaction price represents an enterprise value for Formula One of $8.0 billion and an equity value of $4.4 billion(1).

The acquisition will be effected by Liberty Media acquiring 100% of the shares of Delta Topco, the parent company of Formula One (Delta Topco herein referred to as “Formula One”)(2). The acquisition is subject to the satisfaction of certain conditions and is described in more detail below.

Concurrent with the execution of the agreement to effect the acquisition, Liberty Media has completed the acquisition of an 18.7% minority stake in Formula One for $746 million, funded entirely in cash (which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty Media to selling stockholders upon completion of the acquisition). Prior to completion, CVC Funds will continue to be the controlling shareholder of Formula One.

After completion of the acquisition, Liberty Media will own Formula One and it will be attributed to the Liberty Media Group which will be renamed theFormula One Group. The consortium of sellers led by CVC will own approximately 65%(1)(3) of the Formula One Group’s equity and will have board representation at Formula One to support Liberty Media in continuing to develop the full potential of the sport. In addition, a CVC representative will be joining the Liberty Media Board of Directors.

Chase Carey has been appointed by Delta Topco and will serve as the new Chairman of Formula One, succeeding Peter Brabeck-Letmathe, who will remain on Formula One’s board as a non-executive director. Bernie Ecclestone will remain Formula One’s CEO.

Greg Maffei, President and Chief Executive Officer of Liberty Media, said: “We are excited to become part of Formula One. We think our long-term perspective and expertise with media and sports assets will allow us to be good stewards of Formula One and benefit fans, teams and our shareholders. We look forward to working closely with Chase Carey and Bernie Ecclestone to support the next phase of growth for this hugely popular global sport.”

Chase Carey, Chairman of Formula One, said: “I am thrilled to take up the role of Chairman of Formula One and have the opportunity to work alongside Bernie Ecclestone, CVC, and the Liberty Media team. I greatly admire Formula One as a unique global sports entertainment franchise attracting hundreds of millions of fans each season from all around the world. I see great opportunity to help Formula One continue to develop and prosper for the benefit of the sport, fans, teams and investors alike.”

Bernie Ecclestone, Chief Executive Officer of Formula One, said: “I would like to welcome Liberty Media and Chase Carey to Formula One and I look forward to working with them.”

Donald Mackenzie, Co-Chairman of CVC, commented: “We are delighted Chase Carey is joining Formula One as its new Chairman and that he will be working alongside Bernie Ecclestone. Chase’s experience and knowledge of sport, media and entertainment is as good as it gets and we are very pleased to secure his services. Bernie has been a wonderful CEO for us over the last 10 years. There have been many successes and the occasional challenge but there has never been a dull moment and we have had a lot of fun. The combined skills of Chase and Bernie mean that the successes should continue and we wish them well. We would like to thank Peter Brabeck-Letmathe for his outstanding contribution during his tenure as Chairman. His leadership has served the company well, and we are pleased that he will remain on the board as a non-executive director.”

In the acquisition the selling stockholders will receive a mix of consideration comprising: $1.1 billion in cash, 138 million newly issued shares of LMCK and a $351 million exchangeable debt instrument to be issued by Formula One and exchangeable into shares of LMCK. Funding for the cash component of the acquisition is expected to come from cash on hand at the Liberty Media Group. The newly issued LMCK shares will be subject to market co-ordination and lock-up agreements.

The Teams will be given the opportunity to participate in the investment in Formula One, and the detailed terms of that investment will be agreed in due course. Certain teams have already expressed an interest in investing after completion of the acquisition.

The interest in Formula One already acquired by Liberty Media, and the remaining interest to be acquired upon the closing of the acquisition, along with$4.1 billion of existing Formula One debt (which will be non-recourse to Liberty Media) and $0.7 billion in Formula One cash, is being attributed to theLiberty Media Group tracking stock.

Upon completion of the acquisition, the Liberty Media Group will be renamed the Formula One Group and the ticker symbols for the Series A, Series B and Series C Liberty Media Group tracking stocks will be changed from LMC (A/B/K), respectively, to FWON (A/B/K), respectively. Formula One will remain based in London.

The completion of the acquisition is subject to certain conditions, including the receipt of: (i) certain clearances and approvals by antitrust and competition law authorities in various countries, (ii) certain third-party consents and approvals, including that of the Fédération Internationale de l’Automobile, the governing body of Formula One, and (iii) the approval of Liberty Media’s stockholders of the issuance of LMCK shares in connection with the acquisition and the name change of the Liberty Media Group to the Formula One Group, and is expected to close by the first quarter of 2017. Additional information regarding the acquisition and Formula One will be included in a proxy statement to be filed by Liberty Media with the Securities and Exchange Commission relating to the matters to be voted upon by Liberty Media’s stockholders described above.

Liberty Media’s President and CEO, Greg Maffei and Formula One’s Chairman, Chase Carey will host an investor conference call at 6:00pm ET /4:00pm MT on Wednesday, September 7, 2016 to discuss the acquisition in more detail. The call can be accessed by dialing: (i) (844) 838-8043 (U.S. / Canada), (ii) (678) 509-7480 (International) or (iii) 0800-028-8438 (U.K.) at least 10 minutes prior to the start time. The call will also be broadcast live across the internet and archived on Liberty Media’s website. Presentation materials to be used during the investor call have been posted to the Liberty Media website. To access the webcast and the accompanying presentation materials go tohttp://www.libertymedia.com/events. An archive of the webcast will also be available on Liberty Media’s website for one year after appropriate filings have been made with the SEC. Relevant images for media use will be posted to Liberty Media’s website under the “What’s New” section of theLiberty Media homepage.

Morgan Stanley is serving as exclusive financial advisor and Baker Botts LLP is serving as legal advisor to Liberty Media. Goldman Sachs International is serving as exclusive financial advisor and Freshfields Bruckhaus Deringer and Weil, Gotshal & Manges are serving as legal advisers to Delta Topco.

 

About Liberty Media Corporation

Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Liberty Braves Group and the Liberty Media Group. The businesses and assets attributed to the Liberty SiriusXM Group (Nasdaq: LSXMA, LSXMB, LSXMK) include our interest in SiriusXM. The businesses and assets attributed to theLiberty Braves Group (Nasdaq: BATRA, BATRK) include our subsidiary Braves Holdings, LLC. The businesses and assets attributed to the Liberty Media Group (Nasdaq: LMCA, LMCK) consist of all of Liberty Media Corporation’s businesses and assets other than those attributed to the Liberty SiriusXM Group and the Liberty Braves Group, including its interests in Live Nation Entertainment and Formula One, and minority equity investments in Time Warner Inc. and Viacom.

About CVC Capital Partners

CVC Capital Partners is one of the world’s leading private equity and investment advisory firms. Founded in 1981, CVC today has a network of 24 offices and over 400 employees throughout Europe, Asia and the US. To date, CVC has secured commitments of over US$85 billion in funds from a diverse and loyal investor base, completing over 300 investments in a wide range of industries and countries across the globe, with an aggregate enterprise purchase value of over US$250 billion.

For further information about CVC, please visit: www.cvc.com.

Press release HERE by Liberty Media.com

1)Calculated at time of transaction announcement.

2)Other than a nominal number of shares held by certain Formula One teams.

3)65% based on the undiluted share count as of 7/31/2016 and is inclusive of the dilutive impact of the $351 million exchangeable debt instrument.

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29 minutes ago

MotoGP

What a dramatic start we saw at Silverstone! 😱

Thankfully, Fabio Quartararo and Andrea Dovizioso were able to walk away from this scary crash! 💥

#BritishGP 🇬🇧
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Absolutely horrific. Was anxious to see if Dovi got up. Thankfully he did. Wishing both riders swift recovery.

Dovi is out of luck this season. So sad to see a competitive rider ruling out of the race.

ขอพระเจ้าคุ้มครองทั้ง2

ขอพระเจ้าคุ้มครองทั้ง2

Dovi lost his memory after the crash.. 😢

Both walking away? Dovi was on the brancard and in the hospital.

I was right next to this incident, both Dovi and Fabio were limping as they walked away, hope both are ok, what a fantastic race, Rins and Marc in a dogfight to the end, top day !!

Athleticism of MotoGP riders are amazing.. be safe.

Now who can stop marc win the champion ship this year ? 😅

Ducati is a weak bike, crash and burn 😜😆😆😆

Get well soon.. A big thanks to Quart and Dovi, Rossi got the 4th or else he will be 6th 😂

Hope Dovi will be fine 🤕

I just hope that Dovi is okay that was a terrible thing to watch.

Dovi was lucky to walk away from that .

Such a bad luck for Dovi 🤷🏻‍♂️

Glad they will both be okay, could of been much worse. Dovi hasn't had much luck Stano Stanoforth Collie Mc Laren

Never nice to see anyone hit the tarmac that hard. I think it could’ve been a proper scrap at the front if they had both been in the mix

Kiattisak Prachumdang สุดปอดสุดโค้ง

Wouahhh faut que je regarde le replay

Impressionnant....

Arrêtez vos titres racoleurs... Y a rien de dramatique... L'accident de Marco Simoncelli ...ça c'est dramatique ,pas 2 mecs qui se pèlent et qui se relèvent tant bien que mal, c'est chiant c'est douloureux c'est désolant pour leur championnat mais pas dramatique...

Get well soon Fabio and yellow fans hero in Austria (Andrea Dovizioso).

Rins had a moment of sliding..Fabio goes hard on the brake to avoid Rins and cause him to slide and crashed. Dovi just had nowhere to avoid that. Was unlucky.

That’s why these guys are my heroes

Daniel Cuthbert

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59 minutes ago

MotoGP

"I've beaten two legends: Rossi in Texas and Marquez today" - Alex Rins

Here his reaction after his impressive last corner win yesterday! 🏆

#BritishGP 🇬🇧
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Great rider coming up 👌

One fact he gracefully accepts there are only two legends on the current grid: "I've beaten two legends: Rossi in Texas and Marquez today"

You beat two legends? Sorry but only one, which was last Sunday. .

A fantastic rider with an amazing machine!!! Congratulations Álex Rins!!!

Spectacular effort, congratulations on an awesome win.

A superb race Alex. Once more, Congratulations. You certainly deserve them. A remarkable finish and fight till the finish line. This is what Moto GP should be all about. Great job 😉

Congrats Alex!!

👌👌👌👍👍👍

So, MM can be beaten at his own game. Every dog has its day.

Give him faster bike.

Credit where it's due, great ride. The Suzuki is where Yamaha should be.

Muy bueno #Rins42👍

ครึ่งล้อนี้จำไปนาน

Yamaha m1, factory team need to replace Rossi, to progress, That's from a top Rossi fan.

Love this guy so honest not like MM93

And the coverage kept showing the yamaha pit why

👊🏻✊🏻🏍💨💎

During the race Rin's was definitely by far the better rider💪🏼+ the bike Suzuki performed well under pressure 🔥..

EPIC EPIC EPIC RACE TO WATCH ! WELL DONE ALEX !

Respect 🙌🏻🙌🏻🥰🥰🥰 reminds me of a young Marco simoncelli 😇😇

Il lui as mis sa dose au Marquez. 2 gp de suite qu'il se fait cramer 😂😂😂 #marqueznecongelepluslecarburant

What an honest guy. It must feel great to defeat two of the greatest legends the MotoGP has to offer

Congratulations Rins👏👏💪

Masa I follow markes td,I rasa motor dia tak la laju mane pun..sebab lepas potong rossi terus I cucuk angin motor dia..hahaha

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13 hrs ago

F1

Which team has impressed you most so far in 2019? ... See Less

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If Bruce was still here he would be proud of his team. Mclaren improved the most.

I'm a Mercedes fan but have to say McLaren have done an amazing job this year considering their performance over the last few years.

I would say Williams for the most reliability and focused pit crew. They're only left to improve on pace.

Good to see that McLaren is performing well. I'm sure the team's ability to improve will be remarkable with every race from now on.

Must say McLaren, with the team spirit that they have, and results they managed to achieve... Definitely my favourites this season.

Williams have had the worst start to an F1 team in history. And I think with their tiny budget and willpower, the amount they’ve improved is impressive. They’re still far behind but I hope to see them fighting for podiums in 2021

McLaren. Consistent development and improvement over the season so far. Alfa Romeo has been somewhat of a surprise also.

Being on top is one thing but staying at the top is the art of the game. Kudos to Mercedes for getting it right so far.... #WeMakeItLookEasy

I’m super impressed with Toro Rosso, hard to believe this is the old Minardi team where both their drivers exceeded all expectations!!

Ferrari fan for life, but McLaren have done an incredible job so far, considering how far back they were

McLaren (and I'm faraway from being a fan! If there was a person I didn't like in Formula 1, that person was Ron Dennis). Anyway I'm glad to see them finally getting together again and mainly without supposed big shot drivers who can't do nothing but complain! Now they need to find a good engine because with Renault it will be near impossible to go any further...

Mclaren, they have made a huge turn around this season. With andreas seidl at the helm, the only place they re going is up

Redbull and Honda engineering. The aerodynamic has been sorted and the engine now also reliable. Watch that space, they could challenge for the title next year!

None the sport is finished and I've followed the sport since the early 80s

And yet no Ferrari or anyone else 1st with the exception of RB. Hybrid era is killing with the beyond dominance of Merc being so far ahead of everyone else’s pace. Some competition would be nice! Don’t give me that bullshit of everyone should bring it to the table, there’s some crazy advantage behind the scene that you Merc fanboys don’t know about. Yawn.

the gap between top three teams and the rest is too much

Hi F1 and fans .... with all the media attention to the envirement and green thinking etc etc etc. Is there a research or developement posted in any magizine about the developemt of how clean the F1 is today. We all know that all top research of F1 is implemented in the modern cars but i like to read how clean F1 is now in 2019 .. 👍

McLaren is the most impressive.. Mercedes just has luck week after week.. Hoping Ferrari will get their things together for the second half..

Red Bull / HONDA‼️ Young Max may be awesome, but so is the way Red Bull has adapted to Honda’s engine. The last 2 years of griping about the Renault power plant is (almost) justified...

Haas, they have surprised me on how bad they are this year. Compared to last year this year has been terrible. They were fighting Renault for top of the mid pack, this year they are fighting for points at all.

It would be nice to see Mclaren back up there permanently fighting for the title. Always was a fan

Quite a gap between 3rd and 4th also between 10th and racing cars.

Williams been sandbagging the first half of the season just to give the others a glimp of hope, beast mode on in second half of the season

I think the fact that Kimi drags that 8th place car into the points is the most impressive

My pick is Red Bull and Honda. They were a distant third, and they showed that careful hard work done with purpose makes progress. They’re certainly not outspending Ferrari, but managed to leapfrog them with smarter and more effective development

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18 hrs ago

F1

The crash 💥 The surprise 😱 The battle ⚔️

Spa treated us to a scintillating race last season ⚡️
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I can't wait for next weekend. Spa always produces some awesome action

That Vettel move was such a good sign and made so much hope for the title in 2018, but then horror began and continued until today 😞 I hope that Vettel will win at least one of the next two races, maybe the last chances this year

The circuit spa is amazing..

Leclerc was lucky with the halo there. Things could have ended very badly.. Also, the 4 car moment at the end of the first sector was amazing👌

I was there with my sons. Last years

Counting the days and hours for the arrival of the weekend. It is impressive, the spectacles provided in this SPA GP!

I remember this race.The best thing was Ocon almost overtook Vettal overtaking Hamilton. Ocon has to sit in the Mercedes at some point in the future.

What a race! Hoping for the same again next week 👍

Was that the very last time Vettel won a race? Wow an entire year has gone by.

Going to be interesting this year, couple nice long almost straights that Ferrari can hopefully lay down the power, those midrange corners that Red Bull look so comfortable going through at high speed, than the tighter sections that Mercedes just seems to find seconds on other cars, needless to say either Ferrari or Red Bull let the Mercedes go and that’s race over, but Charles or Max get in front of Lewis it’s going to be a great race

I have a feeling that the Ferraris will do it again. We will not hear the name verstappen so much this weekend.

Lets see next week if merc and redbull will match the straigth line speed of ferrari. Cant wait the qualifying and race on sunday.

Was a good race, hoping this yr will be just as good

I wanna know what LeClerc's thoughts process was as a McLaren flies over the top of him 😂

Clamoroso come Charlie Whiting aspettò che Vettel superasse Hamilton per dare il via alla Safety Car

Beyoncé would be proud of the Halo!

So the halo works。。👍🏼👍🏼

People cry about the halo but Charles had luck to have it.

What an overtake from Ferrari that was ...I missed the 2018's Ferrari ....not this SP90

This Race showed why the Halo Makes completly sense. Leclercs carrer could have Ended Right there

That's also why "even" Perez is a better racer than Ocon. My opinion. Look at the drag race after Eau Rouge coming up to Le Combes

Waited until Seb past Hamilton to safety car the race...who remembers this🤦🏾‍♂️🤔

Was there watching sat in the stadium right on that corner, exciting stuff!

Only one week to go, before lights out!

According to the Finnish media, Mercedes is gonna announce Bottas staying for 1 more year.

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