Liberty Media Corp sold LYV

Footnotes

On May 28, 2025, LN Holdings 1, LLC ("Counterparty") entered into agreements establishing the terms and conditions of variable forward transactions (the "Forward Contracts") with four unaffiliated third party buyers (the "Buyers"). On May 28, 2025, the aggregate number of shares of common stock of the Issuer subject to the Forward Contracts was set at 10,488,960 (the "Number of Shares") and the initial share price was set at $137.4500, pursuant to the terms of the Forward Contracts, as further described in Notes 7 and 8 below.; The Forward Contracts obligate Counterparty to deliver to the Buyers, in the aggregate, up to the Number of Shares over a specified period ending in the first quarter of 2027 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to elect to receive prepayment amounts of up to the present value at such time or times of approximately $1.15 billion, in the aggregate.; Counterparty has agreed to pledge a number of shares of common stock of the Issuer equal to the Number of Shares (the "Pledge Shares") to secure its obligations under the Forward Contracts, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects to receive prepayment amounts and elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $109.9600. As noted above, alternatively Counterparty may choose to deliver a cash amount in lieu of such shares.; The transactions reported herein relate to the Split-Off as defined and described in the below Remarks section. In connection with such Split-Off, the Reporting Person's shares of common stock (the "Common Stock") of the Issuer, 2.375% Exchangeable Senior Debentures due 2053 (the "Debentures") and the Forward Contracts (defined below) were transferred to (or were retained by) Liberty Live Holdings, Inc. ("Liberty Live"). As the transfer (or retention) of each of the Common Stock, the Debentures and the Forward Contracts was part of a larger reorganization transaction involving the Reporting Person and Liberty Live, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").