Quarterly report pursuant to Section 13 or 15(d)

Acquisitions and Restructurings

v3.20.2
Acquisitions and Restructurings
9 Months Ended
Sep. 30, 2020
Acquisitions

(3)  Acquisitions and Restructurings

Sirius XM Holdings acquisition of Pandora

On February 1, 2019, Sirius XM Holdings purchased all of the outstanding shares of Pandora Media, Inc. (“Pandora”) for $2.4 billion, by converting each outstanding share of Pandora common stock into 1.44 shares of Sirius XM Holdings common stock and by cancelling Sirius XM Holdings’ investment in Pandora’s preferred stock with a fair value of $524 million, for total consideration of approximately $2.9 billion. Net cash acquired by Sirius XM Holdings was $313 million. Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners.

The table below shows the value of the consideration paid in connection with the acquisition (in millions, except for exchange ratio and price per share of Sirius XM Holdings common stock):

Pandora common stock outstanding at January 31, 2019

272

Exchange ratio

1.44

Sirius XM Holdings common stock issued

392

Price per share of Sirius XM Holdings common stock as of January 31, 2019

$

5.83

Value of Sirius XM Holdings common stock issued to Pandora stockholders pursuant to the transactions

2,285

Value of Sirius XM Holdings replacement equity awards attributable to pre-combination service

70

Sirius XM Holdings' Pandora preferred stock investment cancelled

524

Total consideration

$

2,879

Sirius XM Holdings recognized $83 million of costs related to the acquisition of Pandora during the nine months ended September 30, 2019.

The amounts of revenue and net loss of Pandora included in Liberty’s condensed consolidated statement of operations since the date of acquisition were $447 million and $47 million, respectively, for the three months ended September 30, 2019 and $1,139 million and $225 million, respectively, for the nine months ended September 30, 2019.

The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements of Pandora, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of Pandora discussed above occurred on January 1, 2019, are as follows:

Three months ended

Nine months ended

September 30, 2019

September 30, 2019

amounts in millions

Revenue

$

2,858

7,793

Net earnings (loss)

$

260

346

Net earnings (loss) attributable to Liberty stockholders

$

191

164

The pro forma results primarily include adjustments related to the amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts. The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition of Pandora had occurred previously and the Company consolidated Pandora during the entirety of the period presented.

Sirius XM Holdings acquisition of Simplecast

On June 16, 2020, Sirius XM Holdings acquired Simplecast for $28 million in cash. Simplecast is a podcast management and analytics platform. In connection with the acquisition, Sirius XM Holdings recognized goodwill of $17 million, intangible assets subject to amortization of $12 million, other assets of less than $1 million and deferred income tax liabilities of $1 million.

Sirius XM Holdings restructuring of Automatic Labs

In May 2020, Sirius XM Holdings terminated the Automatic Labs Inc. ("Automatic") service, which was part of its connected services business. During the nine months ended September 30, 2020, Sirius XM Holdings recorded $24 million of restructuring expenses related to the termination of the service. The termination of the Automatic service does not meet the requirements to be reported as a discontinued operation because the termination of the service does not represent a strategic shift that will have a major effect on our operations and financial results.

Sirius XM Holdings acquisition of Stitcher

On October 16, 2020, Sirius XM Holdings acquired the assets of Stitcher, a pioneer in podcast production, distribution, and ad sales, from The E.W. Scripps Company (“Scripps”) and certain of its subsidiaries. Under the terms of the asset purchase agreement, Sirius XM Holdings paid $272 million in cash, which includes a working capital adjustment. The agreement provides that Sirius XM Holdings will potentially make up to $60 million in additional contingent payments to Scripps based on Stitcher achieving certain financial metrics in 2020 and 2021.