Exhibit 99.1
December 8, 2025
Split-Off of Ïã½¶´«Ã½ Live Holdings Approved at Ïã½¶´«Ã½ Media’s Special Meeting of Stockholders and Ïã½¶´«Ã½ Media Announces Final Terms of Reattribution
ENGLEWOOD, Colo.—(BUSINESS WIRE)—Ïã½¶´«Ã½ (“Ïã½¶´«Ã½ Media”) (Nasdaq: FWONA, FWONK, LLYVA, LLYVK) and Ïã½¶´«Ã½ Live Holdings, Inc. (“Ïã½¶´«Ã½ Live Holdings”) announced today that, at Ïã½¶´«Ã½ Media’s virtual special meeting of its holders of Series A Ïã½¶´«Ã½ Live common stock (“LLYVA”) and Series B Ïã½¶´«Ã½ Live common stock (“LLYVB”) held on December 5, 2025 at 8:30 a.m. MT, the holders of LLYVA and LLYVB approved the previously announced split-off (the “Split-Off”) of Ïã½¶´«Ã½ Live Holdings, which will be the owner of all of the businesses, assets and liabilities attributed to the Ïã½¶´«Ã½ Live Group immediately prior to the Split-Off.
Assuming all other conditions to the Split-Off are satisfied or waived, as applicable, at 4:05 p.m., New York City time, on December 15, 2025, Ïã½¶´«Ã½ Media will redeem, on a one-for-one basis, each outstanding share of Ïã½¶´«Ã½ Live common stock in exchange for one share of the corresponding series of Ïã½¶´«Ã½ Live Group common stock of Ïã½¶´«Ã½ Live Holdings. Following the effectiveness of the Split-Off, Ïã½¶´«Ã½ Media expects that Ïã½¶´«Ã½ Live Holdings will have approximately 25.6 million shares of Series A Ïã½¶´«Ã½ Live Group common stock, 2.5 million shares of Series B Ïã½¶´«Ã½ Live Group common stock and 63.8 million shares of Series C Ïã½¶´«Ã½ Live Group common stock outstanding.
In connection with the Split-Off, Ïã½¶´«Ã½ Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and deregister the shares of Series A and Series C Ïã½¶´«Ã½ Live common stock. Ïã½¶´«Ã½ Media has also notified the OTC Markets of its intention to remove from quotation the shares of Series B Ïã½¶´«Ã½ Live common stock. As a result, Ïã½¶´«Ã½ Media expects Ïã½¶´«Ã½ Live common stock will cease to trade or be quoted on Nasdaq or the OTC Markets, as applicable, following market close on December 15, 2025.
Ïã½¶´«Ã½ Media expects that Ïã½¶´«Ã½ Live Holdings’ Series A and C Ïã½¶´«Ã½ Live Group common stock will begin trading on the Nasdaq Global Select Market under the symbols “LLYVA” and “LLYVK,” respectively, and the Ïã½¶´«Ã½ Live Holdings’ Series B Ïã½¶´«Ã½ Live Group common stock will begin quotation on the OTC Markets under the symbol “LLYVB,” in each case, on December 16, 2025.
Further, in connection with the Split-Off, Ïã½¶´«Ã½ Media is reattributing certain assets and liabilities between the Formula One Group and the Ïã½¶´«Ã½ Live Group (the “Reattribution”). On December 3, 2025, Ïã½¶´«Ã½ Media’s board of directors approved the final terms of the Reattribution. The Reattribution will become effective prior to the Split-Off at approximately 8:00 a.m., New York City time, on December 15, 2025.
In summary, $421.7 million of net asset value will be reattributed from the Formula One Group to the Ïã½¶´«Ã½ Live Group including:
| · | Ïã½¶´«Ã½ Media’s interests in QuintEvents, LLC | |
| · | Ïã½¶´«Ã½ Media’s interests in Meyer Shank Racing LLC | |
| · | cash payment of approximately $171.7 million |
Similarly, $421.7 million of net asset value will be reattributed from the Ïã½¶´«Ã½ Live Group to the Formula One Group including:
| · | Ïã½¶´«Ã½ Media’s interests in Kroenke Arena Company, LLC | |
| · | Ïã½¶´«Ã½ Media’s interests in Overtime Sports, Inc. | |
| · | Ïã½¶´«Ã½ Media’s interests in Griffin Gaming Partners II, L.P. |
Forward-Looking Statements
This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the completion of the Split-Off and the proposed trading of Ïã½¶´«Ã½ Live Holdings common stock. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of all other conditions to the Split-Off. These forward-looking statements speak only as of the date of this communication, and Ïã½¶´«Ã½ Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ïã½¶´«Ã½ Media’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ïã½¶´«Ã½ Media, including its definitive proxy statement materials for the special meeting, as amended, and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Ïã½¶´«Ã½ Media subsequently files with the Securities and Exchange Commission (the “SEC”), for additional information about Ïã½¶´«Ã½ Media and about the risks and uncertainties related to Ïã½¶´«Ã½ Media’s business which may affect the statements made in this communication.
Additional Information
Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of common stock of Ïã½¶´«Ã½ Media or Ïã½¶´«Ã½ Live Holdings. The proposed offer and issuance of shares of Ïã½¶´«Ã½ Live Holdings common stock in the Split-Off are being made only pursuant to an effective registration statement on Form S-4, including a proxy statement and a notice of meeting and action of Ïã½¶´«Ã½ Media and prospectus of Ïã½¶´«Ã½ Live Holdings. LIBERTY MEDIA STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, TOGETHER WITH ALL RELEVANT SEC FILINGS REGARDING THE SPLIT-OFF, AND ANY OTHER RELEVANT DOCUMENTS FILED AS EXHIBITS THEREWITH, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPLIT-OFF. The proxy statement/notice/prospectus and other relevant materials for the Split-Off have previously been provided to all LLYVA and LLYVB stockholders. Copies of these SEC filings are available, free of charge, at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Ïã½¶´«Ã½, 12300 Ïã½¶´«Ã½ Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518.
About Ïã½¶´«Ã½
Ïã½¶´«Ã½ operates and owns interests in media, sports and entertainment businesses. Those businesses are attributed to two tracking stock groups: the Formula One Group and the Ïã½¶´«Ã½ Live Group. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Ïã½¶´«Ã½ Media’s subsidiaries Formula 1, MotoGP, Quint and other minority investments. The businesses and assets attributed to the Ïã½¶´«Ã½ Live Group (NASDAQ: LLYVA, LLYVK) include Ïã½¶´«Ã½ Media’s interest in Live Nation Entertainment, Inc. (“Live Nation”) and other minority investments.
About Ïã½¶´«Ã½ Live Holdings
Ïã½¶´«Ã½ Live Holdings is currently a wholly owned subsidiary of Ïã½¶´«Ã½ Media. Upon completion of the Split-Off, Ïã½¶´«Ã½ Live Holdings will be an independent, publicly traded company and its principal assets will include all of Ïã½¶´«Ã½ Media’s shares of common stock of Live Nation and Ïã½¶´«Ã½ Media’s interests in certain private assets, including its wholly-owned subsidiary, QuintEvents, LLC.
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Ïã½¶´«Ã½ (877) 772-1518 investor@libertymedia.com |
Ïã½¶´«Ã½ Live Holdings, Inc. (844) 826-8736 investor@libertyliveholdings.com |