As filed with the Securities and Exchange Commission on August 3, 2023

 

REGISTRATION NO. 333-268921

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST- EFFECTIVE AMENDMENT NO. 2

TO

 

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

LIBERTY MEDIA CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware 4833 37-1699499
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification code number) Identification No.)

 

12300 Liberty Boulevard, Englewood, Colorado 80112, (720) 875-5400

(Address, including zip code, and telephone number, including area code, of Registrant’s

principal executive offices)

   
Renee L. Wilm  Copy to:
Chief Legal Officer & Chief Administrative Officer C. Brophy Christensen
Liberty Media Corporation O’Melveny & Myers LLP
12300 Liberty Boulevard Two Embarcadero Center
Englewood, Colorado 80112 28th Floor San Francisco, CA 94111
(720) 875-5400 (415) 984-8700 
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 

  

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. x File No. 333-268921

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 2 to Form S-4 amends the Registration Statement on Form S-4 of Liberty Media Corporation (the “Registrant”) (Registration No. 333-268921), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “Commission”) on June 9, 2023 (the “Effective Date”). All capitalized terms used but not otherwise defined in this Post-Effective Amendment No. 2 shall have the meanings ascribed to them in the Registration Statement.

 

At 5:00 p.m. New York City time, August 3, 2023, the Registrant will effect a reclassification of (i) each outstanding share of Liberty SiriusXM common stock into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock, and (ii) each outstanding share of Liberty Formula One common stock into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.

 

This Post-Effective Amendment No. 2 is being filed for the purposes of replacing Exhibit 8.2: Form of Opinion of Skadden, Arps, Slate, Meagher, & Flom LLP regarding certain tax matters previously filed with the Registration Statement, with a final, executed version of Exhibit 8.2. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibit. 

 

 

 

 

Item 21. Exhibits And Financial Statement Schedules.

 

 (a)       Exhibits. The following is a complete list of Exhibits filed as part of this Registration Statement.

 

Exhibit No. Document
2.1 Form of Reorganization Agreement between the Registrant and Atlanta Braves Holdings, Inc.*
3.1 Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect at the time of the Reclassification.*
3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on August 6, 2015 (File No. 001-35707).*
4.1 Specimen Certificate for Shares of the Registrant’s Series A Liberty SiriusXM common stock, par value $0.01 per share.*
4.2 Specimen Certificate for Shares of the Registrant’s Series B Liberty SiriusXM common stock, par value $0.01 per share.*
4.3 Specimen Certificate for Shares of the Registrant’s Series C Liberty SiriusXM common stock, par value $0.01 per share.*
4.4 Specimen certificate for shares of the Registrant’s Series A Liberty Formula One Common Stock, par value $0.01 per share.*
4.5 Specimen certificate for shares of the Registrant’s Series B Liberty Formula One Common Stock par value $0.01 per share.*
4.6 Specimen Certificate for Shares of the Registrant’s Series C Liberty Formula One Common Stock, par value $0.01 per share.*
4.7 Specimen Certificate for Shares of the Registrant’s Series A Liberty Live Common Stock, par value $0.01 per share.*
4.8 Specimen Certificate for Shares of the Registrant’s Series B Liberty Live Common Stock, par value $0.01 per share.*
4.9 Specimen Certificate for Shares of the Registrant’s Series C Liberty Live Common Stock, par value $0.01 per share.*
4.10 The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
5.1 Opinion of O’Melveny & Myers LLP as to the legality of the securities being registered.*
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.*
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.
10.1 Form of Tax Sharing Agreement between the Registrant and Atlanta Braves Holdings, Inc.*
10.2 Form of Services Agreement between the Registrant and Atlanta Braves Holdings, Inc.*
10.3 Form of Facilities Sharing Agreement between the Registrant and Atlanta Braves Holdings, Inc.*
10.4 Form of Aircraft Time Sharing Agreements between the Registrant and Atlanta Braves Holdings, Inc.*
10.5 Form of Registration Rights Agreement between the Registrant and Atlanta Braves Holdings, Inc.*
23.1 Consent of KPMG LLP (Liberty Media Corporation).*
23.2 Consent of KPMG LLP (Atlanta Braves Holdings, Inc.).*
23.3 Consent of O’Melveny & Myers LLP (included in Exhibit 5.1).*
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).*
23.5   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2).
24.1 Power of Attorney.*
99.1 Form of Proxy Card.*
107 Filing Fee Table.*

* Previously filed.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, state of Colorado, on this 3rd day of August, 2023.

 

  LIBERTY MEDIA CORPORATION
   
  By: /s/ Renee L. Wilm
  Name: Renee L. Wilm
  Title: Chief Legal Officer and Chief Administrative Officer

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name Title Date
         

*

Chairman of the Board and Director August 3, 2023
John C. Malone

*

President, Chief Executive Officer
(Principal Executive Officer) and Director
August 3, 2023
Gregory B. Maffei

*

Chief Accounting Officer and Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer) August 3, 2023
Brian J. Wendling

*

Director August 3, 2023
Robert R. Bennett

*

Director August 3, 2023
Derek Chang

 

 

 

 

*

Director August 3, 2023
Brian M. Deevy

*

Director August 3, 2023
M. Ian G. Gilchrist

*

Director August 3, 2023
Evan D. Malone

*

Director August 3, 2023
Larry E. Romrell

*

Director August 3, 2023
Andrea L. Wong

 

*By: /s/ Renee L. Wilm  
  Renee L. Wilm  
  Attorney-in-fact