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Quarterly report pursuant to Section 13 or 15(d)

Long-Term Debt

v3.22.2
Long-Term Debt
6 Months Ended
Jun. 30, 2022
Long-Term Debt

(8)听Long-Term Debt

Debt is summarized as follows:

Outstanding

颁补谤谤测颈苍驳听惫补濒耻别

听听听听

Principal

听听听听

June 30,

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December 31,

June 30, 2022

2022

2021

amounts听in听millions

Liberty SiriusXM Group

Corporate level notes and loans:

1.375% Cash Convertible Senior Notes due 2023 (1)

$

1,000

1,182

1,540

2.125% Exchangeable Senior Debentures due 2048 (1)

387

387

416

2.25% Exchangeable Senior Debentures due 2048 (1)

644

2.75% Exchangeable Senior Debentures due 2049 (1)

586

565

624

0.5% Exchangeable Senior Debentures due 2050 (1)

920

1,031

1,332

Sirius XM Holdings Margin Loan

875

875

875

Live Nation Margin Loan

Subsidiary notes and loans:

Sirius XM 3.125% Senior Notes due 2026

1,000

991

990

Sirius XM 5.0% Senior Notes due 2027

1,500

1,492

1,491

Sirius XM 4.0% Senior Notes due 2028

2,000

1,980

1,979

Sirius XM 5.50% Senior Notes due 2029

1,250

1,240

1,239

Sirius XM 4.125% Senior Notes due 2030

1,500

1,486

1,485

Sirius XM 3.875% Senior Notes due 2031

1,500

1,484

1,484

Pandora 1.75% Convertible Senior Notes due 2023

193

193

177

Sirius XM Senior Secured Revolving Credit Facility

510

510

Sirius XM Incremental Term Loan

500

500

Deferred financing costs

(13)

(14)

Total Liberty SiriusXM Group

13,721

13,903

14,262

Braves Group

Subsidiary notes and loans:

Notes and loans

602

602

700

Deferred financing costs

(3)

(3)

Total Braves Group

602

599

697

Formula One Group

Corporate level notes and loans:

1% Cash Convertible Notes due 2023 (1)

240

416

666

Other

66

66

69

Subsidiary notes and loans:

Senior Loan Facility

2,902

2,902

2,902

Deferred financing costs

(4)

(6)

Total Formula One Group

3,208

3,380

3,631

Total debt

$

17,531

17,882

18,590

Debt classified as current

(911)

(2,891)

Total long-term debt

$

16,971

15,699

(1) Measured at fair value

1.375% Cash Convertible Senior Notes due 2023

On October 17, 2013, Liberty issued $1 billion aggregate principal amount of the Convertible Notes. 听The Convertible Notes will mature on October 15, 2023 unless earlier repurchased by us or converted. 听Interest on the Convertible Notes is payable semi-annually in arrears on April 15 and October 15 of each year at a rate of 1.375% per annum. All conversions of the Convertible Notes will be settled solely in cash, and not through the delivery of any securities.

Since the date of issuance, the conversion, adjustment and other provisions of the indenture have been amended to give effect to certain transactions. The consideration due upon conversion of any Convertible Note shall be determined based on the Securities Basket, consisting of 0.1087 of a share of Series A Liberty Braves common stock, 1.0163 shares of Series A Liberty SiriusXM common stock and 0.25 of a share of Series A Liberty Formula One common stock as of June 30, 2022.

Holders of the Convertible Notes may convert their notes at their option at any time prior to the close of business on the second business day immediately preceding the maturity date of the notes under certain circumstances. Liberty has elected to account for this instrument using the fair value option. See note 5 for information related to unrealized gains (losses) on debt measured at fair value.

Additionally, contemporaneously with the issuance of the Convertible Notes, Liberty entered into a bond hedge transaction (the 鈥淏ond Hedge Transaction鈥). The Bond Hedge Transaction is expected to offset potential cash payments Liberty would be required to make in excess of the principal amount of the Convertible Notes, upon conversion of the notes in the event that the volume-weighted average price per share of the components of the Securities Basket, as measured under the cash convertible note hedge transactions on each trading day of the relevant cash settlement averaging period or other relevant valuation period, was greater than the strike price of the components of the Securities Basket. As of June 30, 2022, the Bond Hedge Transaction covered, in the aggregate, 5,271,475 shares of Series A Liberty Formula One common stock, 21,429,600 shares of Series A Liberty SiriusXM common stock and 2,292,037 shares of Series A Liberty Braves common stock, subject to anti-dilution adjustments pertaining to the Convertible Notes, which is equal to the aggregate number of shares comprising the Securities Basket underlying the Convertible Notes. The bond hedge expires on October 15, 2023 and is included in Other assets as of June 30, 2022 and Other current assets as of December 31, 2021 in the accompanying condensed consolidated balance sheets, with changes in the fair value recorded as unrealized gains (losses) on financial instruments in the accompanying condensed consolidated statements of operations.

Concurrently with the Convertible Notes and Bond Hedge Transaction, Liberty also entered into separate privately negotiated warrant transactions under which Liberty sold warrants relating to the same underlying shares of the Convertible Notes and Bond Hedge Transaction, subject to anti-dilution adjustments. The first expiration date of the warrants is January 16, 2024 and the remainder expire over a period covering 81 days thereafter. Liberty may elect to settle its delivery obligation under the warrant transactions with cash. As of June 30, 2022, the warrants covered, in the aggregate, 5,271,475 shares of Series A Liberty Formula One common stock, 21,429,600 shares of Series A Liberty SiriusXM common stock and 2,292,037 shares of Series A Liberty Braves common stock, subject to anti-dilution adjustments. The strike price of the warrants, based on the basket of shares, was $61.16 per share as of June 30, 2022. As of June 30, 2022, the basket price of the securities underlying the warrants was $53.85 per share, which is the same as the basket price of the securities underlying the Bond Hedge Transaction. The warrants may have a dilutive effect with respect to the shares comprising the Securities Basket underlying the warrants to the extent that the settlement price exceeds the strike price of the warrants, and the warrants are settled in shares comprising such Securities Basket.

The Convertible Notes, Bond Hedge Transaction and warrants are attributed to the Liberty SiriusXM Group.

1% Cash Convertible Notes due 2023

On January 23, 2017, Liberty issued $450 million cash convertible notes at an interest rate of 1% per annum, which are convertible, under certain circumstances, into cash based on the trading prices of the underlying shares of Series C Liberty Formula One common stock and mature on January 30, 2023 (the 鈥樷1% Convertible Notes鈥欌). The initial conversion rate for the notes is approximately 27.11听shares of Series C Liberty Formula One common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $36.89听per share of Series C Liberty Formula One common stock. The conversion of the 1% Convertible Notes will be settled solely in cash, and not through the delivery of any securities. During the six months ended June 30, 2022, Liberty paid approximately $240 million to repurchase approximately $146 million aggregate principal amount of the 1% Convertible Notes. As of June 30, 2022, the 1% Convertible Notes are classified as a current liability in the condensed consolidated balance sheet, as the conversion conditions have been met as of such date.

2.125% Exchangeable Senior Debentures due 2048

On March 6, 2018, Liberty closed a private offering of approximately $400 million aggregate principal amount of its 2.125% exchangeable senior debentures due 2048 (the 鈥2.125% Exchangeable Senior Debentures due 2048鈥). Upon an exchange of debentures, Liberty, at its option, may deliver Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock, cash or a combination of Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock and/or cash. The number of shares of Sirius XM Holdings common stock attributable to a debenture represents an initial exchange price of approximately $8.02 per share. A total of approximately 49.9 million shares of Sirius XM Holdings common stock are attributable to the debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2018. The debentures may be redeemed by Liberty, in whole or in part, on or after April 7, 2023. Holders of the debentures also have the right to require Liberty to purchase their debentures on April 7, 2023. Accordingly, the 2.125% Exchangeable Senior Debentures due 2048 are classified as a current liability in the condensed consolidated balance sheet as of June 30, 2022. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest. The debentures are attributed to the Liberty SiriusXM Group. Liberty has elected to account for the debentures using the fair value option. See note 5 for information related to unrealized gains (losses) on debt measured at fair value.

In accordance with the terms of the indenture governing the 2.125% Exchangeable Senior Debentures due 2048, following Liberty鈥檚 receipt of Sirius XM Holdings鈥 special cash dividend, as described in note 2, Liberty made an extraordinary cash distribution of $31.1731 per debenture to holders of the 2.125% Exchangeable Senior Debentures due 2048. Also pursuant to the indenture, the original principal amount of the 2.125% Exchangeable Senior Debentures due 2048 was reduced by an amount equal to the extraordinary distribution of approximately $12 million.

2.25% Exchangeable Senior Debentures due 2048

In December 2018, Liberty closed a private offering of approximately $385 million aggregate principal amount of its 2.25% exchangeable senior debentures due 2048 (the 鈥2.25% Exchangeable Senior Debentures due 2048鈥). The number of shares of Live Nation common stock attributable to a debenture represented an initial exchange price of approximately $66.28 per share and a total of approximately 5.8 million shares of Live Nation common stock were attributable to the debentures. Interest was payable quarterly on March 1, June 1, September 1 and December 1 of each year. Holders of the debentures had the right to require Liberty to purchase their debentures on December 1, 2021. In October 2021, Liberty issued a notice of redemption in full on December 1, 2021 of the 2.25% Exchangeable Debentures due 2048. All Holders exercised their right to exchange the debentures in the fourth quarter and, pursuant to a supplemental indenture entered into in September 2021, Liberty delivered cash upon settlement of the exchange of debentures. In January 2022, the exchanges of debentures were settled for $664 million. The debentures were attributed to the Liberty SiriusXM Group.

2.75% Exchangeable Senior Debentures due 2049

On November 26, 2019, Liberty closed a private offering of approximately $604 million aggregate principal amount of its 2.75% exchangeable senior debentures due 2049 (the 鈥2.75% Exchangeable Senior Debentures due 2049鈥). Upon an exchange of debentures, Liberty, at its option, may deliver Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock, cash or a combination of Sirius XM Holdings common stock, Series C Liberty SiriusXM common stock and/or cash. The number of shares of Sirius XM Holdings common stock attributable to a debenture represents an initial exchange price of approximately $8.62 per share. A total of approximately 70 million shares of Sirius XM Holdings common stock are attributable to the debentures. Interest is payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2020. The debentures may be redeemed by Liberty, in whole or in part, on or after December 1, 2024. Holders of the debentures also have the right to require Liberty to purchase their debentures on December 1, 2024. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty SiriusXM Group. Liberty has elected to account for the debentures using the fair value option. See note 5 for information related to unrealized gains (losses) on debt measured at fair value.

In accordance with the terms of the indenture governing the 2.75% Exchangeable Senior Debentures due 2049, following Liberty鈥檚 receipt of Sirius XM Holdings鈥 special cash dividend, as described in note 2, Liberty made an extraordinary cash distribution of $29.0057 per debenture to holders of the 2.75% Exchangeable Senior Debentures due 2049. Also pursuant to the indenture, the original principal amount of the 2.75% Exchangeable Senior Debentures due 2049 was reduced by an amount equal to the extraordinary distribution of approximately $18 million.

0.5% Exchangeable Senior Debentures due 2050

In November 2020, Liberty closed a private offering of approximately $920 million aggregate principal amount of its 0.5% exchangeable senior debentures due 2050 (the 鈥0.5% Exchangeable Senior Debentures due 2050鈥). Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $90.10 per share. A total of approximately 10 million shares of Live Nation common stock are attributable to the debentures. Interest is payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2021. The debentures may be redeemed by Liberty, in whole or in part, on or after September 1, 2024. Holders of the debentures also have the right to require Liberty to purchase their debentures on September 1, 2024. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The debentures are attributed to the Liberty SiriusXM Group. Liberty has elected to account for the debentures using the fair value option. See note 5 for information related to unrealized gains (losses) on debt measured at fair value.

Margin Loans

Sirius XM Holdings Margin Loan

In March 2020, Liberty Siri MarginCo, LLC (鈥淪iri MarginCo鈥), a wholly-owned subsidiary of Liberty, amended its margin loan agreement secured by shares of Sirius XM Holdings common stock (the 鈥淪irius XM Holdings Margin Loan鈥) that was comprised of a $250 million term loan, a $500 million revolving line of credit and a $600 million delayed draw term loan. The term loan, delayed draw term loan and any drawn portion of the revolver carried an interest rate of LIBOR plus 2.05% with the undrawn portion carrying a fee of 0.75%. On February 24, 2021, Siri MarginCo borrowed $125 million pursuant to an amendment to this margin loan agreement which includes an $875 million term loan and an $875 million revolving line of credit. Also pursuant to the amendment, the maturity was extended to March 2024. The term loan

and any drawn portion of the revolver carry an interest rate of LIBOR plus 2.00% with the undrawn portion carrying a fee of 0.50%. Borrowings outstanding under the Sirius XM Holdings Margin Loan bore interest at a rate of 4.25% per annum at June 30, 2022. As of June 30, 2022, availability under the Sirius XM Holdings Margin Loan was $875 million. As of June 30, 2022, 1.0 billion shares of the Company鈥檚 Sirius XM Holdings common stock with a value of $6,130 million were held in collateral accounts related to the Sirius XM Holdings Margin Loan. The margin loan contains various affirmative and negative covenants that restrict the activities of the borrower. The margin loan does not include any financial covenants.

Live Nation Margin Loan

On November 9, 2020, the Live Nation Margin Loan agreement was amended, reducing the borrowing capacity to $200 million, increasing the interest rate to LIBOR plus 2.0%, decreasing the undrawn commitment fee to 0.5% per annum and extending the maturity date to December 9, 2022. On December 3, 2021, the margin loan was amended, increasing the borrowing capacity to $400 million. On May 9, 2022, the margin loan was amended, replacing the delayed draw term loan with a $400 million revolving line of credit, changing the interest rate to the Adjusted Term Secured Overnight Financing Rate (鈥淎djusted Term SOFR鈥) plus Term SOFR Adjustment (0.1%) plus 2.0% and extending the maturity to May 9, 2025. Interest on the margin loan is payable on the last business day of each calendar quarter. As of June 30, 2022, availability under the Live Nation Margin Loan was $400 million. As of June 30, 2022, 9.0 million shares of the Company鈥檚 Live Nation common stock with a value of $741 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. The Live Nation Margin Loan is attributed to the Liberty SiriusXM Group.

Sirius XM Holdings Senior Secured Revolving Credit Facility and Incremental Term Loan

Sirius XM Holdings entered into a Senior Secured Revolving Credit Facility (the "Credit Facility") with a syndicate of financial institutions with a total borrowing capacity of $1,750 million which matures in August 2026. The Credit Facility is guaranteed by certain of Sirius XM Holdings鈥 material domestic subsidiaries and is secured by a lien on substantially all of Sirius XM Holdings' assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Borrowings outstanding under the Credit Facility bore interest at a rate of 3.14% per annum as of June 30, 2022. Sirius XM Holdings is required to pay a variable fee on the average daily unused portion of the Credit Facility which was 0.25% per annum as of June 30, 2022 and is payable on a quarterly basis. The Credit Facility contains customary covenants, including a maintenance covenant. Availability under the Credit Facility was $1,240 million as of June 30, 2022.

On April 11, 2022, Sirius XM Holdings entered into an amendment to the Credit Facility to incorporate an incremental term loan borrowing of $500 million which matures on April 11, 2024. Interest on the incremental term loan borrowing is based on Adjusted Term SOFR plus an applicable rate. Borrowings outstanding under the incremental term loan bore interest at a rate of 2.32% per annum as of June 30, 2022.

Braves Holdings Notes and Loans

Braves Holdings鈥 debt, primarily related to the stadium and mixed-use complex, is summarized as follows:

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As of June 30, 2022

June 30,

听听听听

December听31,

Borrowing

Weighted avg

Maturity

2022

2021

Capacity

interest rate

Date

amounts in millions

Operating credit facilities

$

120

185

NA

various

Ballpark funding

Senior secured note

175

178

NA

3.77%

September 2041

Floating rate notes

52

55

NA

3.95%

September 2029

Stadium credit facility

44

46

45

2.87%

July 2026

Mixed-use credit facilities and loans

301

271

316

3.87%

various

Spring training credit facility

30

30

NA

3.65%

December 2030

Total Braves Holdings

$

602

700

Formula 1 Loans

Formula 1 has a first lien term loan denominated in U.S. Dollars (the 鈥淪enior Loan Facility鈥), which includes a $500 million revolving credit facility. The revolving credit facility matures on May 31, 2024, unless the Senior Loan Facility is outstanding, in which case the revolving credit facility matures on November 3, 2023. As of June 30, 2022, there were no outstanding borrowings under the $500 million revolving credit facility. The interest rate on the Senior Loan Facility was approximately 4.17% as of June 30, 2022. The Senior Loan Facility is secured by share pledges and floating charges over Formula 1鈥檚 primary operating companies with certain cross guarantees. Additionally, as of June 30, 2022, Formula 1 has interest rate swaps on $2.1 billion of the $2.9 billion Senior Loan Facility in order to manage its interest rate risk.

Debt Covenants

The Sirius XM Holdings Credit Facility contains certain financial covenants related to Sirius XM Holdings鈥 leverage ratio. Braves Holdings鈥 debt contains certain financial covenants related to Braves Holdings鈥 debt service coverage ratio, fixed charge coverage ratio and debt yield ratio. The Formula 1 Senior Loan Facility contains certain financial covenants, including a leverage ratio. Additionally, Sirius XM Holdings鈥 Credit Facility, Braves Holdings鈥 debt, Formula 1 debt and other borrowings contain certain non-financial covenants. The Company, Sirius XM Holdings, Formula 1 and Braves Holdings are in compliance with their debt covenants as of June 30, 2022.

Fair Value of Debt

The fair value, based on quoted market prices of the same instruments but not considered to be active markets (Level听2), of Sirius XM Holdings鈥 publicly traded debt securities, not reported at fair value, are as follows (amounts in millions):

听听听听

June 30, 2022

Sirius XM 3.125% Senior Notes due 2026

$

880

Sirius XM 5.0% Senior Notes due 2027

$

1,387

Sirius XM 4.0% Senior Notes due 2028

$

1,720

Sirius XM 5.50% Senior Notes due 2029

$

1,144

Sirius XM 4.125% Senior Notes due 2030

$

1,245

Sirius XM 3.875% Senior Notes due 2031

$

1,193

Pandora 1.75% Convertible Senior Notes due 2023

$

212

Due to the variable rate nature of the Credit Facility, margin loans and other debt, the Company believes that the carrying amount approximates fair value at June 30, 2022. 听