麻豆最新出品

(2)聽聽Tracking Stocks

During November 2015, 麻豆最新出品鈥檚 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 麻豆最新出品 Braves common stock, one to be designated as the 麻豆最新出品 Media common stock and one to be designated as the 麻豆最新出品 SiriusXM common stock (the 鈥淩ecapitalization鈥�), and to cause to be distributed subscription rights related to the 麻豆最新出品 Braves common stock following the creation of the new tracking stocks.

The Recapitalization was completed on April聽15, 2016 and the newly issued shares commenced trading or quotation in the regular way on the Nasdaq Global Select Market or the OTC Markets, as applicable, on Monday, April聽18, 2016. In the Recapitalization, each issued and outstanding share of 麻豆最新出品 common stock was reclassified and exchanged for (a)聽1 share of the corresponding series of 麻豆最新出品 SiriusXM common stock, (b)聽0.1 of a share of the corresponding series of 麻豆最新出品 Braves common stock and (c)聽0.25 of a share of the corresponding series of 麻豆最新出品 Formula One common stock on April聽15, 2016. Cash was paid in lieu of the issuance of any fractional shares. In May 2016, the IRS completed its review of the Recapitalization and notified 麻豆最新出品 that it agreed with the nontaxable characterization of the transaction.

Following the creation of the tracking stocks, Series聽A, Series聽B and Series聽C 麻豆最新出品 SiriusXM common stock trade under the symbols LSXMA/B/K, respectively; Series聽A, Series聽B and Series聽C 麻豆最新出品 Braves common stock trade or are quoted under the symbols BATRA/B/K respectively; and Series聽A, Series聽B and Series聽C 麻豆最新出品 Media common stock traded or were quoted under the symbols LMCA/B/K, respectively. Shortly following the Second Closing (as defined below) of the acquisition of Formula聽1, the 麻豆最新出品 Media Group and 麻豆最新出品 Media common stock were renamed the 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥�) and the 麻豆最新出品 Formula One common stock, respectively, and the corresponding ticker symbols for the Series聽A, Series聽B and Series聽C 麻豆最新出品 Media common stock were changed to FWONA/B/K, respectively. Each series (Series聽A, Series聽B and Series聽C) of the 麻豆最新出品 SiriusXM common stock trades on the Nasdaq Global Select Market. Series聽A and Series聽C 麻豆最新出品 Braves common stock trade on the Nasdaq Global Select Stock Market and Series聽B 麻豆最新出品 Braves common stock is quoted on the OTC Markets. Series聽A and Series聽C 麻豆最新出品 Formula One common stock continue to trade on the Nasdaq Global Select Market and the Series聽B 麻豆最新出品 Formula One common stock continues to be quoted on the OTC Markets. Although the Second Closing, and the corresponding tracking stock name and the ticker symbol change, were not completed until January聽23 and 24, 2017, respectively, historical information of the 麻豆最新出品 Media Group and 麻豆最新出品 Media common stock is referred to herein as the Formula One Group and 麻豆最新出品 Formula One common stock, respectively.

In addition, following the creation of the new tracking stocks, 麻豆最新出品 distributed to holders of its 麻豆最新出品 Braves common stock subscription rights to acquire shares of Series聽C 麻豆最新出品 Braves common stock in order to raise capital to repay an intergroup note and for working capital purposes.聽In the rights distribution, 麻豆最新出品 distributed 0.47 of a Series聽C 麻豆最新出品 Braves subscription right for each share of Series聽A, Series聽B or Series聽C 麻豆最新出品 Braves common stock held as of 5:00 p.m., New York City time, on May聽16, 2016. Fractional Series聽C 麻豆最新出品 Braves subscription rights were rounded up to the nearest whole right. Each whole Series聽C 麻豆最新出品 Braves subscription right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of 麻豆最新出品鈥檚 Series聽C 麻豆最新出品 Braves common stock at a subscription price of $12.80, which was equal to an approximate 20% discount to the trading day volume weighted average trading price of Series聽C 麻豆最新出品 Braves common stock for the 18-day trading period ending on May聽11, 2016. Each Series聽C 麻豆最新出品 Braves subscription right also entitled the holder to subscribe for additional shares of Series聽C 麻豆最新出品 Braves common

stock that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The rights offering commenced on May聽18, 2016, which was also the ex-dividend date for the distribution of the Series聽C 麻豆最新出品 Braves subscription rights. The rights offering expired at 5:00 p.m. New York City time, on June聽16, 2016 and was fully subscribed with 15,833,634 shares of Series聽C 麻豆最新出品 Braves common stock issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately $150聽million of the proceeds from the rights offering were used to repay the outstanding balance on an intergroup note and accrued interest to 麻豆最新出品.聽The remaining proceeds were used for development costs attributed to the Braves Group. In September 2016, the IRS completed its review of the distribution of the Series聽C 麻豆最新出品 Braves subscription rights and notified 麻豆最新出品 that it agreed with the nontaxable characterization of the distribution.

Additionally, as a result of the Recapitalization, 麻豆最新出品鈥檚 1.375% Cash Convertible Senior Notes due 2023 are now convertible into cash based on the product of the conversion rate specified in the indenture and the basket of tracking stocks into which each outstanding share of Series聽A 麻豆最新出品 common stock was reclassified (the 鈥淪ecurities Basket鈥�). The Series聽A 麻豆最新出品 Braves common stock component of the Securities Basket was subsequently adjusted pursuant to anti-dilution adjustments arising out of the distribution of subscription rights to purchase shares of Series聽C 麻豆最新出品 Braves common stock made to all holders of 麻豆最新出品 Braves common stock. Furthermore, the Company entered into amended agreements with the counterparties with regard the Recapitalization-related adjustments to the outstanding Series聽A 麻豆最新出品 common stock warrants as well as the outstanding cash convertible note hedges and purchased call options. See note聽9 for a more detailed discussion of the amendments made to these financial instruments as a result of the Recapitalization.

As discussed in more detail in note聽5, on September聽7, 2016 麻豆最新出品, through its indirect wholly owned subsidiary 麻豆最新出品 GR Cayman Acquisition Company, entered into two definitive stock purchase agreements relating to the acquisition of Delta Topco. The transactions contemplated by the first purchase agreement were completed on September聽7, 2016, resulting in the acquisition of slightly less than a 20% minority stake in Formula聽1 on an undiluted basis. On October聽27, 2016 under the terms of the first purchase agreement, 麻豆最新出品 acquired an additional incremental equity interest of Delta Topco, maintaining 麻豆最新出品鈥檚 investment in Delta Topco on an undiluted basis and increasing slightly to 19.1% on a fully diluted basis. 麻豆最新出品鈥檚 interest in Delta Topco and by extension Formula聽1 is attributed to the 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥�). 麻豆最新出品 acquired 100% of the fully diluted equity interests of Delta Topco, other than a nominal number of shares held by certain Formula聽1 teams, in a closing under the second purchase agreement (following the unwind of the first purchase agreement) on January聽23, 2017 (the 鈥淪econd Closing鈥�). 麻豆最新出品鈥檚 acquired interest in Formula聽1, along with existing Formula聽1 cash and debt (which is non-recourse to 麻豆最新出品), is attributed to the Formula One Group.

A tracking stock is a type of common stock that the issuing company intends to reflect or 鈥渢rack鈥� the economic performance of a particular business or 鈥済roup,鈥� rather than the economic performance of the company as a whole. While the 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Braves Group (the 鈥淏raves Group鈥�) and Formula One Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Therefore, the 麻豆最新出品 SiriusXM Group, Braves Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group鈥檚 stock or assets and therefore, do not own, by virtue of their ownership of a 麻豆最新出品 tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings or Live Nation, in which 麻豆最新出品 holds an interest and that is attributed to a 麻豆最新出品 tracking stock group, such as the 麻豆最新出品 SiriusXM Group or the Formula One Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

The 麻豆最新出品 SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 SiriusXM Group: its subsidiary Sirius XM Holdings, corporate

cash, 麻豆最新出品鈥檚 2.125% Exchangeable Senior Debentures due 2048, 麻豆最新出品鈥檚 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品. The Formula One Group holds an intergroup interest in the 麻豆最新出品 SiriusXM Group. As of December聽31, 2019, the 麻豆最新出品 SiriusXM Group has cash and cash equivalents of approximately $493聽million, which includes $106聽million of subsidiary cash.

The 麻豆最新出品 Braves common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group: its subsidiary, Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (鈥淎NLBC鈥� or the 鈥淎tlanta Braves鈥�) and certain assets and liabilities associated with ANLBC鈥檚 stadium and mixed use development project (the 鈥淒evelopment Project鈥�) and cash. The Formula One Group holds an intergroup interest in the Braves Group. As of December聽31, 2019, the Braves Group has cash and cash equivalents of approximately $142聽million, which includes $59聽million of subsidiary cash.

The 麻豆最新出品 Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which include all of the businesses, assets and liabilities of 麻豆最新出品 other than those specifically attributed to the Braves Group or the 麻豆最新出品 SiriusXM Group, including 麻豆最新出品鈥檚 interests in Formula聽1 and Live Nation, cash, intergroup interests in the 麻豆最新出品 SiriusXM Group and the Braves Group, 麻豆最新出品鈥檚 1.375% Cash Convertible Notes due 2023 and related financial instruments, 麻豆最新出品鈥檚 1% Cash Convertible Notes due 2023, 麻豆最新出品鈥檚 2.25% Exchangeable Senior Debentures due 2046 and 麻豆最新出品鈥檚 2.25% Exchangeable Senior Debentures due 2048. As of December聽31, 2019, the Formula One Group has cash and cash equivalents of approximately $587聽million, which includes $402聽million of subsidiary cash.

As part of the Recapitalization, the Formula One Group initially held a 20% intergroup interest in the Braves Group. As a result of the rights offering, the number of notional shares representing the intergroup interest held by the Formula One Group was adjusted to 9,084,940, representing a 15.1% intergroup interest in the Braves Group at December聽31, 2019. In addition, during the fourth quarter of 2019, the Formula One Group began purchasing shares of 麻豆最新出品 SiriusXM common stock. As of December 31, 2019, the number of notional shares representing the intergroup interest held by the Formula One Group was 493,278, representing a 0.2% intergroup interest in the 麻豆最新出品 SiriusXM Group. The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group has attributed interests in the Braves Group and the 麻豆最新出品 SiriusXM Group which are generally stated in terms of a number of shares of 麻豆最新出品 Braves common stock and 麻豆最新出品 Sirius XM common stock, respectively, issuable to the Formula One Group with respect to its interests in the Braves Group and 麻豆最新出品 SiriusXM Group, respectively. The intergroup interests may be settled, at the discretion of the Company鈥檚 board of directors, through the transfer of newly issued shares of 麻豆最新出品 Braves common stock and 麻豆最新出品 SiriusXM common stock, respectively, cash and/or other assets to the Formula One Group. Accordingly, the intergroup interests attributable to the Formula One Group are presented as assets and the intergroup interests attributable to the Braves Group and 麻豆最新出品 SiriusXM Group are presented as liabilities in the attributed financial statements and the offsetting amounts between tracking stock groups are eliminated in consolidation. The intergroup interests will remain outstanding until the cancellation of the outstanding interests, at the discretion of the Company鈥檚 board of directors, through transfer of securities, cash and/or other assets from the Braves Group or 麻豆最新出品 SiriusXM Group, respectively, to the Formula One Group.

See Exhibit聽99.1 to this Annual Report on Form聽10-K for unaudited attributed financial information for 麻豆最新出品鈥檚 tracking stock groups.