Formula One Group (FWONA) Proxy Filing summary

Executive summary

• The transaction combines Liberty Media's Liberty SiriusXM Group with Sirius XM Holdings to form a new, independent public company, New Sirius, operating under the Sirius XM Holdings name and brand, with no majority stockholder and a single class of shares outstanding.

• The transaction is structured as a redemptive split-off of Liberty Sirius XM Holdings Inc. (New Sirius) from Liberty Media, followed by a merger of a New Sirius subsidiary with Sirius XM Holdings, making Sirius XM Holdings a wholly owned subsidiary of New Sirius.

• The estimated exchange ratio is approximately 0.83, resulting in former Sirius XM Holdings stockholders owning about 19% and former Liberty SiriusXM stockholders owning about 81% of New Sirius immediately after the merger.

• The transaction is expected to close in Q3 2024, subject to shareholder approval and regulatory conditions.

Voting matters and shareholder proposals

• Liberty Media will hold a special meeting for LSXMA and LSXMB stockholders to vote on the Split-Off Proposal and an Adjournment Proposal.

• The Split-Off Proposal requires approval by a majority of the aggregate voting power of LSXMA and LSXMB shares present and voting as a separate class.

• The Malone Stockholders, representing about 48.3% of the voting power, have agreed to vote in favor of the Split-Off Proposal, with a reduced commitment if the board changes its recommendation.

• Sirius XM Holdings stockholders are not being asked to vote, as Liberty Radio, LLC, a Liberty Media subsidiary, has already delivered written consents sufficient to approve the merger.

Board of directors and corporate governance

• The New Sirius board will have nine directors, with a majority being independent under Nasdaq rules.

• Five directors will be designated by Liberty Media and four by Sirius XM Holdings, with staggered terms for the first three years.

• The executive officers of Sirius XM Holdings will become the executive officers of New Sirius.

• New Sirius will not be a controlled company under exchange listing standards.