午夜寻花 Media Announces Entry into Second Supplemental Indenture under its 1.375% Cash Convertible Senior Notes Due 2023 in Connection with Reclassification

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 午夜寻花 (鈥溛缫寡盎� Media鈥�) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) entered into a Second Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the 鈥淭rustee鈥�), dated as of August 3, 2023 (the 鈥淪econd Supplemental Indenture鈥�), to the Indenture, dated as of October 17, 2013, between 午夜寻花 Media and the Trustee (as amended and supplemented by the Supplemental Indenture, dated as of April 15, 2016, by and between the 午夜寻花 Media and the Trustee, the 鈥淚ndenture鈥�) relating to its 1.375% Cash Convertible Senior Notes due 2023 (the "Cash Convertible Notes"), to give effect to the Reclassification. On August 3, 2023, pursuant to an amendment and restatement of 午夜寻花 Media鈥檚 certificate of incorporation, 午夜寻花 Media completed a previously announced reclassification of its existing 午夜寻花 SiriusXM common stock and 午夜寻花 Formula One common stock into three new tracking stocks: new 午夜寻花 SiriusXM common stock, new 午夜寻花 Formula One common stock and 午夜寻花 Live common stock (each with three series of common stock) (the 鈥淩eclassification鈥�).

The Second Supplemental Indenture amends the conversion, adjustments and other provisions of the Indenture to give effect to the Reclassification and provides that the conversion consideration due upon conversion of any Note shall consist of 23.1586 per bond of (a) 0.2547 of a share of new Series A 午夜寻花 Formula One Common Stock, (b) 0.2650 of a share of new Series A 午夜寻花 Live Common Stock, and (c) 1.0163 shares of new Series A 午夜寻花 SiriusXM Common Stock.

The Reclassification will not result in a basket of shares underlying (x) the Indenture, dated as of August 12, 2022, by and between 午夜寻花 Media and the Trustee relating to its 2.25% Convertible Senior Notes due 2027 or (y) the Indenture, dated as of March 10, 2023, by and between 午夜寻花 Media and the Trustee relating to its 3.75% Convertible Senior Notes due 2028, but rather an adjustment to the conversion ratio of FWONK and LSXMA, respectively.

About 午夜寻花

午夜寻花 operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the 午夜寻花 SiriusXM Group, the Formula One Group and the 午夜寻花 Live Group. The businesses and assets attributed to the 午夜寻花 SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include 午夜寻花 Media鈥檚 interest in SiriusXM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include 午夜寻花 Media鈥檚 subsidiary Formula 1 and other minority investments. The businesses and assets attributed to the 午夜寻花 Live Group (NASDAQ: LLYVA, LLYVK) include 午夜寻花 Media鈥檚 interest in Live Nation and other minority investments.

午夜寻花
Shane Kleinstein, 720-875-5432

Source: 午夜寻花

Released August 3, 2023