午夜寻花

(1)聽聽Basis of Presentation

The accompanying consolidated financial statements of 午夜寻花 (鈥溛缫寡盎�,鈥� 鈥渨e,鈥� 鈥渙ur,鈥� 鈥渦s鈥� or the 鈥淐ompany鈥� unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

午夜寻花, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. Our significant subsidiaries include Sirius XM Holdings Inc. (鈥淪irius聽XM Holdings鈥�), Formula聽1 and Braves Holdings, LLC (鈥淏raves Holdings鈥�). Our significant investment accounted for under the equity method of accounting is Live Nation Entertainment, Inc. (鈥淟ive Nation鈥�).

On February 1, 2019, Sirius XM Holdings issued shares in conjunction with its acquisition of Pandora Media, Inc., which continues to operate as Pandora Media, LLC (鈥淧andora鈥�). See note 5 for more information regarding the acquisition of Pandora. 午夜寻花 continues to maintain a controlling interest in Sirius XM Holdings following the share repurchases and issuances. As of December聽31, 2020, we owned approximately 76% of the outstanding equity interest in Sirius XM Holdings.

In 2011, Qurate Retail, Inc. (鈥淨urate Retail鈥�) completed its split-off from 午夜寻花, and in 2014, 午夜寻花 Broadband Corporation (鈥溛缫寡盎� Broadband鈥�) completed its spin-off from 午夜寻花. In addition, in 2014, 午夜寻花 TripAdvisor Holdings, Inc. (鈥溛缫寡盎� TripAdvisor鈥�) completed its spin-off from Qurate Retail, and in 2018, GCI 午夜寻花, Inc. (鈥淕CI 午夜寻花鈥�) completed its split-off from Qurate Retail. 聽These transactions resulted in the separate corporate existence of 午夜寻花, Qurate Retail, 午夜寻花 Broadband, 午夜寻花 TripAdvisor and GCI 午夜寻花. Following these transactions, each of these companies operates (or in the case of GCI 午夜寻花, prior to its acquisition, operated) as separate publicly traded companies, none of which has any stock ownership, beneficial or otherwise, in the other (except that GCI 午夜寻花 owned shares of 午夜寻花 Broadband鈥檚 Series聽C non-voting common stock prior to the merger of GCI 午夜寻花 and 午夜寻花 Broadband in December 2020). In connection with the foregoing transactions, 午夜寻花 entered into certain agreements with Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband, and GCI 午夜寻花, respectively, in order to govern ongoing relationships between the companies and to provide for an orderly transition. As a result, these entities are considered related parties of the Company for accounting purposes through the dates of the respective transactions. These agreements include Reorganization Agreements (in the case of Qurate Retail and 午夜寻花 Broadband only), Services Agreements and Facilities Sharing Agreements. The Reorganization, Services and Facilities Sharing Agreements entered into with Qurate Retail were assigned from 午夜寻花鈥檚 predecessor to 午夜寻花 in 2013 in connection with a prior transaction.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between 午夜寻花 and each of Qurate Retail and 午夜寻花 Broadband, respectively, including certain cross-indemnities. Pursuant to the Services Agreements, 午夜寻花 provides Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (prior to termination) reimburse 午夜寻花 for direct, out-of-pocket expenses incurred by 午夜寻花 in providing these services and in the case of Qurate Retail, Qurate Retail鈥檚 allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (prior to termination) reimburse 午夜寻花 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 午夜寻花 shares office space and related amenities with Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (prior to termination) at 午夜寻花鈥檚 corporate headquarters. Under these various agreements, approximately $28聽million, $46聽million and $30聽million of these allocated expenses were reimbursed to 午夜寻花 during the years ended December聽31, 2020, 2019 and 2018, respectively.

In December 2019, 午夜寻花 entered into amendments to the Services Agreements with each of Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 in connection with 午夜寻花鈥檚 entry into a new employment arrangement with Gregory B. Maffei, its President and Chief Executive Officer. Under the amended Services Agreements, components of his compensation would either be paid directly to him by each of Qurate Retail, 午夜寻花 TripAdvisor, 午夜寻花 Broadband and GCI 午夜寻花 (collectively, the 鈥淪ervice Companies鈥�) or reimbursed to 午夜寻花, in each case, based on allocations among 午夜寻花 and the Service Companies set forth in the amended Services Agreements. Following the merger between GCI 午夜寻花 and 午夜寻花 Broadband in December 2020, GCI 午夜寻花 no longer participates in the Services Agreement arrangement due to the termination of its Services Agreement with 午夜寻花.

In December 2020, in conjunction with the merger, GCI 午夜寻花 made an executive termination payment to 午夜寻花 of approximately $6 million. See note 13 for additional information related to termination payments.

On January 26, 2021, 午夜寻花 Media Acquisition Corporation (鈥淟MAC鈥�) consummated its initial public offering (the 鈥淚PO鈥�) of 57.5 million units (the 鈥淯nits鈥�), including 7.5 million Units sold pursuant to the full exercise of the underwriters鈥� overallotment option. Each Unit consists of one share of Series A common stock of LMAC and one-fifth of one redeemable warrant of LMAC. Each whole warrant entitles the holder thereof to purchase one share of Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to LMAC of $575 million. Concurrently with the IPO, LMAC completed the private placement of 10 million warrants to its sponsor, 午夜寻花 Media Acquisition Sponsor LLC (the 鈥淪ponsor鈥�), a wholly-owned subsidiary of the Company, generating gross proceeds of $15 million. Each private placement warrant entitles the holder thereof to purchase one share of LMAC's Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. A total of $575 million was placed in a U.S.-based trust account. LMAC intends to search for a target in the media, digital media, music, entertainment, communications, telecommunications and technology industries, but may seek to complete a business combination with an operating company in any industry, sector or geographic area. Under the terms of the offering, the Company, through the Sponsor, owns 20% of LMAC鈥檚 issued and outstanding common stock and the Sponsor has committed to acquire $250 million of forward purchase units (each consisting of one share of LMAC鈥檚 Series B common stock and one-fifth of one redeemable warrant to purchase one share of LMAC鈥檚 Series A common stock) pursuant to a forward purchase agreement that will close substantially concurrently with the consummation of LMAC鈥檚 initial business combination. In addition, the Company, through the Sponsor鈥檚 ownership of LMAC founder shares, has certain governance rights which allow us to control LMAC鈥檚 affairs, policies and operations through the initial business combination. The Company鈥檚 ownership interest in LMAC will consist primarily of Series B common stock following the consummation of LMAC鈥檚 initial business combination, and is initially being attributed to the Formula One Group tracking stock.