On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, and Liberty Media Corporation, along with its subsidiaries, entered into amendments to their December 2023 Reorganization and Merger Agreements. These amendments adjust the exchange ratios to reduce the total number of outstanding shares of New Sirius common stock post-transaction. Specifically, the number of New Sirius shares to be issued to Liberty SiriusXM Common Stock holders will be reduced by 90%, and SiriusXM stockholders will receive 1 New Sirius share for every 10 SiriusXM shares held, with cash in lieu of fractional shares. The changes aim to preserve the transaction's economics, align share prices post-transaction, and potentially enhance the stock's market appeal. The conversion of Sirius XM Radio Inc. to a limited...Show More

On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, and Liberty Media Corporation, along with its subsidiaries, entered into amendments to their December 2023 Reorganization and Merger Agreements. These amendments adjust the exchange ratios to reduce the total number of outstanding shares of New Sirius common stock post-transaction. Specifically, the number of New Sirius shares to be issued to Liberty SiriusXM Common Stock holders will be reduced by 90%, and SiriusXM stockholders will receive 1 New Sirius share for every 10 SiriusXM shares held, with cash in lieu of fractional shares. The changes aim to preserve the transaction's economics, align share prices post-transaction, and potentially enhance the stock's market appeal. The conversion of Sirius XM Radio Inc. to a limited liability company is also planned, subject to regulatory approval. The transaction is expected to close in the third quarter of 2024, with approvals from Liberty's and SiriusXM's Boards of Directors and a majority stockholder consent from Liberty Radio, LLC. No stockholder meetings will be held due to the written consent provided. The amendments are detailed in exhibits filed with the SEC and are part of a larger effort to complete the proposed merger and split-off transactions as soon as practicable.