午夜寻花

(11)Stockholders' Equity

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Preferred Stock

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午夜寻花's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by 午夜寻花's board of directors.听听As of December听31, 2015, 听no shares of preferred stock were issued.

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Common Stock

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As discussed in note 1, on July 23, 2014, holders of Series A and Series B common stock received a dividend of two shares of Series C common stock for each share of Series A or Series B common stock held by them as of July 7, 2014.

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午夜寻花's Series A common stock has one vote per share, 午夜寻花's Series B common stock has ten votes per share and 午夜寻花鈥檚 Series C common stock has no votes per share. Each share of the Series B common stock is exchangeable at the option of the holder for one share of Series A common stock.听听All series of our common stock participate on an equal basis with respect to dividends and distributions.

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As of December听31, 2015, there were 2.4 million shares of Series A and 听10.6 million shares of Series C common stock reserved for issuance under exercise privileges of outstanding stock options.

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Purchases of Common Stock

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During the year ended December 31, 2013 the Company repurchased 1,264,550 shares of Series A 午夜寻花 common stock for aggregate cash consideration of $140 million under the authorized repurchase program. Additionally, 午夜寻花 obtained shares of 午夜寻花 Series A common stock on October 3, 2013, pursuant to a transaction in which a subsidiary of Comcast, Inc. exchanged approximately 6.3 million shares of 午夜寻花's Series A common stock for a newly created subsidiary of Liberty which held 午夜寻花's wholly-owned subsidiary Leisure Arts, Inc., approximately $417 million in cash and 午夜寻花's rights in and to a revenue sharing agreement relating to the carriage of CNBC ("CNBC Agreement"). 午夜寻花 recorded a gain of approximately $496 million determined based on the difference between the fair value of the shares obtained in the exchange transaction and the carrying value assets and businesses delivered. These exchange shares obtained were done so through special approval from the Company's Board of Directors and was not considered a repurchase of shares under the Company's formal share repurchase program. 午夜寻花 treated the transaction as a tax-free exchange. In January 2014, the IRS completed its review of the exchange and notified 午夜寻花 that it agreed with the non-taxable characterization of the transaction.

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There were no repurchases of 午夜寻花 common stock made pursuant to the Company鈥檚 authorized repurchase program during the year ended December 31, 2014. 听

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During the year ended December 31, 2015, the Company repurchased 9.2 million shares of 午夜寻花 Media Series A and Series C common stock for aggregate cash consideration of $350 million under the authorized repurchase program.

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All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance.

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Potential Recapitalization of Tracking Stock Groups

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During November 2015, 午夜寻花鈥檚 board of directors authorized management to pursue a reclassification of the Company鈥檚 common stock into three new tracking stock groups, one to be designated as the 午夜寻花 Braves tracking stock, one to be designated as the 午夜寻花 Media tracking stock and one to be designated as the 午夜寻花 SiriusXM tracking stock, and to cause to be distributed subscription rights related to the 午夜寻花 Braves tracking stock following the creation of the new tracking stocks.

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In connection with the creation of the new tracking stocks, each outstanding share of 午夜寻花鈥檚 Series A, Series B and Series C common stock would be cancelled and reclassified by exchanging each such share for newly issued shares of the corresponding series of 午夜寻花 Braves tracking stock, 午夜寻花 Media tracking stock and 午夜寻花 SiriusXM tracking stock.听听Cash will be paid in lieu of the issuance of any fractional shares. In addition, following the creation of the new tracking stocks, 午夜寻花 would distribute to holders of its 午夜寻花 Braves tracking stock subscription rights to acquire shares of Series听C 午夜寻花 Braves tracking stock. The record dates, distribution dates, and distribution ratios for the creation of the new tracking stocks and the distribution of subscription rights will be announced at a later date.

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The 午夜寻花 Braves tracking stock would be intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the 午夜寻花 Braves Group.听午夜寻花 intends to attribute to the 午夜寻花 Braves Group its subsidiary, Braves Holdings, LLC (鈥淏raves Holdings鈥�), which indirectly owns the Atlanta Braves Major League Baseball Club (鈥�ANLBC鈥�) and certain assets and liabilities associated with ANLBC鈥檚 stadium and mixed use development project (the 鈥淒evelopment Project鈥�), cash and all liabilities arising under a note from Braves Holdings to 午夜寻花, with a total capacity of up to $165 million of borrowings by Braves Holdings (the 鈥淚ntergroup Note鈥�) relating to funds to be borrowed and used for investment in the Development Project. The Intergroup Note is expected to be repaid using proceeds from the proposed subscription rights offering (as described in more detail below).听 Any remaining proceeds from the rights offering will be attributed to the 午夜寻花 Braves Group.

The 午夜寻花 SiriusXM tracking stock would be intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the 午夜寻花 SiriusXM Group. 午夜寻花 intends to attribute to the 午夜寻花 SiriusXM Group its subsidiary SIRIUS XM, cash and its margin loan obligation incurred by a wholly-owned special purpose subsidiary of 午夜寻花.

The 午夜寻花 Media tracking stock would be intended to track and reflect the separate economic performance of the businesses, assets and liabilities to be attributed to the 午夜寻花 Media Group. 午夜寻花 intends to attribute to the 午夜寻花 Media Group all of the businesses, assets and liabilities of 午夜寻花 other than those specifically attributed to the 午夜寻花 Braves Group or the 午夜寻花 SiriusXM Group, including 午夜寻花鈥檚 interests in Live Nation, minority equity investments in Time Warner, Inc. and Viacom, Inc., the Intergroup Note, any recovery received in connection with the Vivendi lawsuit and cash, as well as 午夜寻花鈥檚 1.375% Cash Convertible Notes due 2023 and related financial instruments.听 Following the creation of the tracking stocks, the 午夜寻花 Media Group will also hold an approximate 20% inter-group interest in the 午夜寻花 Braves Group.

The subscription rights to acquire shares of Series听C 午夜寻花 Braves tracking stock are expected to be issued to raise capital to repay the Intergroup Note and for working capital purposes.听 The subscription rights would enable the holders to acquire shares of Series听C 午夜寻花 Braves tracking stock at a 20% discount to the market price of the Series听C 午夜寻花 Braves tracking stock. 午夜寻花 expects the subscription rights to be publicly traded, once the exercise price has been established and the rights offering to expire twenty trading days following its commencement.

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午夜寻花 expects that the Series听A, Series听B and Series听C 午夜寻花 Braves Group common stock will trade under the symbols BATRA/B/K respectively, that the Series听A, Series听B and Series听C 午夜寻花 Media Group common stock will trade under the symbols LMCA/B/K, respectively, and that the Series听A, Series听B and Series听C 午夜寻花 SiriusXM Group common stock will trade under the symbols LSXMA/B/K, respectively. 午夜寻花 expects that Series A and Series C听听of each of the 午夜寻花 Braves tracking stock and the 午夜寻花 Media tracking stock will trade on the Nasdaq Stock Market and that Series B of each of these stocks will trade on the OTC Markets. In addition, 午夜寻花 expects that each series (Series A, Series B and Series C) of the 午夜寻花 SiriusXM tracking stock will trade on the Nasdaq Stock Market.

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The creation of the new tracking stocks will be subject to various conditions, including the requisite approval of the holders of 午夜寻花鈥檚 common stock at a stockholders鈥� meeting and the receipt of the opinion of tax counsel.听 午夜寻花 expects to complete the creation of the new tracking stocks in the first half of 2016. The rights offering will also be subject to various conditions, including the creation of the new tracking stocks.

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