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Liberty Media Corp – ‘DEFM14A’ on 12/9/16

On:  Friday, 12/9/16, at 4:45pm ET   ·   Effective:  12/9/16   ·   Accession #:  1047469-16-17124   ·   File #:  1-35707

1 Reference:  By:  Liberty Media Corp. – ‘10-K’ on 2/26/21 for 12/31/20

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/09/16  Liberty Media Corp                DEFM14A    12/09/16    1:5.7M                                   Merrill Corp/New/FA

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 1: DEFM14A     Definitive Proxy Solicitation Material - Merger or  HTML   3.75M 
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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Delta Topco Limited and Subsidiaries Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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

        December 9, 2016

Dear Stockholder:

        You are cordially invited to attend a special meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 11:00 a.m., local time, on January 17, 2017, at the corporate offices of Liberty Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5400. A notice of the special meeting, a proxy card and a proxy statement containing important information about the matters to be acted on at the special meeting accompany this letter.

        I am pleased to write to you regarding our agreement to acquire Formula 1, the iconic global sports entertainment business, from a consortium of sellers led by CVC Capital Partners (the acquisition). The acquisition will be effected by an indirect wholly owned subsidiary of Liberty Media acquiring 100% of the fully diluted equity interests of Delta Topco Limited (Delta Topco), the parent company of the group of companies that exploit commercial rights pertaining to the FIA Formula One World Championship® (collectively with Delta Topco, Formula 1), other than a nominal number of shares held by certain Formula 1 teams. The acquisition is subject to the satisfaction of certain conditions and is described in more detail in the accompanying proxy statement.

        The Formula 1 acquisition will enable Liberty Media to leverage its long-term perspective gained from investing in media and sports assets to help Formula 1 to continue to develop and grow the popular global sport that is Formula 1 racing and to take advantage of new opportunities created by increasing demand from broadcasters, advertisers and sponsors with access to mass live audiences. These new opportunities include additional commercial sponsorship partners, increases in promotion and marketing of Formula 1 as a sport and a brand, enhanced content distribution and expansion to new media.

        In the acquisition, the selling shareholders of Formula 1 will receive a mix of consideration comprised of: a minimum of $1.1 billion in cash (including the cash consideration delivered to certain selling shareholders under the first stock purchase agreement entered into by certain parties to the acquisition on September 7, 2016), up to 138 million newly issued shares of Liberty Media's Series C Liberty Media common stock, par value $0.01 per share (LMCK), which shares will represent approximately 64.7% of the pro forma equity interest in the Media Group (based on the number of outstanding shares on July 31, 2016 and including shares issuable upon the exchange of Exchangeable Notes (as defined below)), and approximately $351 million in exchangeable debt instruments to be issued by Delta Topco upon the conversion of certain outstanding Formula 1 loan notes and exchangeable into shares of LMCK (the Exchangeable Notes). The amount of cash consideration paid to the selling shareholders of Formula 1 may increase, and the number of shares of LMCK to be issued to the selling shareholders of Formula 1 may decrease, as a result of additional cash raising undertaken by Liberty Media at the request of a nominee of the selling shareholders, described in the proxy statement accompanying this letter. The funding for the cash component of the acquisition is expected to come primarily from cash on hand, potential liquidity from the Media Group's portfolio of public securities, and, if the additional cash raising described in the proxy statement is completed, from the proceeds of such additional cash raising.

        In addition, subject to certain conditions, if Formula 1 receives certain monies owed to it in connection with race fees in India, Liberty Media will pay up to approximately $51 million of additional cash consideration to the selling shareholders. This consideration, if payable, may be paid on or after the closing of the acquisition.

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        Concurrent with the execution of the agreement to effect the acquisition described above, Liberty Media completed the acquisition of an 18.7% stake in Formula 1, on a fully diluted basis, for $746 million, funded entirely in cash (which is equal to $821 million in consideration less a $75 million discount to be repaid by Liberty Media to the selling shareholders upon completion of the acquisition of Delta Topco) pursuant to the first stock purchase agreement, referenced above. On October 27, 2016, also pursuant to the such first stock purchase agreement, Liberty Media acquired an additional 0.4% equity interest of Formula 1 for approximately $13 million, increasing its stake in Formula 1 to approximately 19.1% of the fully diluted equity interests of Delta Topco. Immediately prior to the closing of the acquisition, the purchase and sale of the equity interests of Formula 1 described in this paragraph will be unwound.

        At the special meeting, you will be asked to consider and vote on two related proposals: (i) a proposal to approve the issuance of shares of LMCK in partial consideration for the acquisition of Delta Topco or to certain third party investors to provide additional cash consideration to selling shareholders of Delta Topco (in lieu of receiving the shares so sold to third party investors), as well as the issuance of shares of LMCK in accordance with the terms of the Exchangeable Notes (collectively, the proposed share issuance, and the proposal to approve the proposed share issuance being referred to as the share issuance proposal); and (ii) a proposal to approve the adoption of the amendment and restatement of our restated certificate of incorporation (as so amended and restated, the new charter) (a) to change the name of the "Media Group" to the "Formula One Group," (b) to change the name of the "Liberty Media Common Stock" to the "Liberty Formula One Common Stock," (c) to reclassify each share of each series of our existing Liberty Media Common Stock into one share of the corresponding series of Liberty Formula One Common Stock solely to effect the name change, and (d) to make certain conforming changes (the group name change proposal, and together with the share issuance proposal, the Formula 1 proposals). We are also asking you to vote in favor of a proposal (the adjournment proposal) to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the share issuance proposal or the group name change proposal.

        The interest in Formula 1 to be acquired upon the closing of the acquisition, along with $4.1 billion of existing Formula 1 debt (which will be non-recourse to Liberty Media) and Formula 1 cash upon closing (which was $0.7 billion as of July 31, 2016), will be attributed to the Media Group. Upon completion of the acquisition, and subject to the requisite approvals at the special meeting, the Media Group will be renamed the Formula One Group. Also, upon the completion of the acquisition, the ticker symbols for the Series A, Series B and Series C Liberty Media common stock will be changed from LMCA, LMCB and LMCK, respectively, to FWONA, FWONB and FWONK, respectively.

        After careful consideration, the board of directors of Liberty Media unanimously determined that the acquisition and the proposed share issuance, in each case on the terms set forth in the accompanying proxy statement, are in the best interests of Liberty Media and its stockholders. In addition, our board of directors has unanimously approved and declared advisable the new charter, and unanimously recommends that you vote "FOR" each of the Formula 1 proposals and the adjournment proposal.

        The accompanying proxy statement provides detailed information about the special meeting, the acquisition, the share issuance proposal, the group name change proposal and the adjournment proposal. We encourage you to read the proxy statement and its annexes carefully and in their entirety. You may also obtain more information about Liberty Media and Delta Topco from documents we file with the U.S. Securities and Exchange Commission from time to time.

        Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

        Thank you for your cooperation and continued support and interest in Liberty Media.

		Very truly yours,
		Gregory B. Maffei President and Chief Executive Officer

The proxy materials relating to the special meeting will first be made available on or about December 15, 2016.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on January 17, 2017

        NOTICE IS HEREBY GIVEN of a special meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 11:00 a.m., local time, on January 17, 2017, at the corporate offices of Liberty Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5400, to consider and vote on the following proposals:

•

A proposal (which we refer to as the share issuance proposal) to approve the issuance of shares of Liberty Media's Series C Liberty Media common stock, par value $0.01 per share (LMCK), in connection with the acquisition of Formula 1, as described herein;



•

A proposal (which we refer to as the group name change proposal) to approve the adoption of the amendment and restatement of our restated certificate of incorporation (as so amended and restated, the new charter) (i) to change the name of the "Media Group" to the "Formula One Group," (ii) to change the name of the "Liberty Media Common Stock" to the "Liberty Formula One Common Stock," (iii) to reclassify each share of each series of our existing Liberty Media Common Stock into one share of the corresponding series of Liberty Formula One Common Stock solely to effect the name change, and (iv) to make certain conforming changes; and



•

A proposal (the adjournment proposal, and together with the share issuance proposal and the group name change proposal, the proposals) to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the share issuance proposal or the group name change proposal.

        The approval of the share issuance proposal is a condition to the completion of the acquisition of Formula 1. The approval of the group name change proposal is not a condition to the acquisition. Accordingly, the share issuance proposal is not dependent on the group name change proposal and will be implemented regardless of the group name change proposal. The group name change proposal, however, is dependent on the share issuance proposal and will not be implemented unless the acquisition of Formula 1 is completed.

        Liberty Media will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof and included in the notice of such special meeting or any adjournment or postponement thereof.

        Holders of record of our Series A Liberty SiriusXM common stock, par value $0.01 per share, Series A Liberty Braves common stock, par value $0.01 per share, Series A Liberty Media common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty Braves common stock, par value $0.01 per share, and Series B Liberty Media common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on December 12, 2016, the record date for the special meeting, will be entitled to notice of the special meeting and to vote at the special meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of stockholders entitled to vote at the special meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the special meeting for at least ten days prior to the special meeting. The holders of record of our Series C Liberty SiriusXM common stock, par value $0.01 per share, Series C Liberty Braves common stock, par value $0.01 per share, and

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LMCK are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

        We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting. The form of the proposed new charter is included as Annex E to the accompanying proxy statement.

        After careful consideration, the board of directors of Liberty Media unanimously determined that the acquisition and the proposed share issuance in each case on the terms set forth in the accompanying proxy statement, are in the best interests of Liberty Media and its stockholders. In addition, our board of directors has unanimously approved and declared advisable the new charter, and unanimously recommends that you vote "FOR" each of the proposals.

        Votes may be cast in person at the special meeting or by proxy prior to the meeting by telephone, via the Internet, or by mail.

        YOUR VOTE IS IMPORTANT.    Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the special meeting.

		By order of the board of directors,
		Pamela L. Coe Senior Vice President, Deputy General Counsel and Secretary

Englewood, Colorado
December 9, 2016

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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LIBERTY MEDIA CORPORATION
a Delaware corporation

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

PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS

THE SPECIAL MEETING

        Liberty Media Corporation (Liberty Media) is furnishing this proxy statement in connection with the board of directors' solicitation of proxies for use at Liberty Media's Special Meeting of Stockholders to be held at 11:00 a.m., local time, at the corporate offices of Liberty Media, 12300 Liberty Boulevard, Englewood, Colorado 80112 on January 17, 2017, or at any adjournment or postponement of the special meeting. At the special meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Special Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series A Liberty Braves common stock, par value $0.01 per share (BATRA), Series A Liberty Media common stock, par value $0.01 per share (LMCA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB), Series B Liberty Braves common stock, par value $0.01 per share (BATRB), and Series B Liberty Media common stock, par value $0.01 per share (LMCB). The holders of our Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK), Series C Liberty Braves common stock, par value $0.01 per share (BATRK), and our Series C Liberty Media common stock, par value $0.01 per share (LMCK), are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting. We refer to LSXMA, LSXMB, LSXMK, BATRA, BATRB, BATRK, LMCA, LMCB and LMCK together as our common stock.

Electronic Delivery

        Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/investor. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet at www.proxyvote.com, by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare, at 866-367-6355 (outside the United States 1-781-575-3400). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

Time, Place and Date

        The special meeting of stockholders is to be held at 11:00 a.m., local time, on January 17, 2017, at the corporate offices of Liberty Media, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5400.

Purpose

        At the special meeting, you will be asked to consider and vote on each of the following:

•

the share issuance proposal to approve the issuance of shares of Liberty Media's Series C Liberty Media common stock, par value $0.01 per share (LMCK), in connection with the acquisition of Formula 1, as described herein;



•

the group name change proposal (together with the share issuance proposal, the Formula 1 proposals) to approve the adoption of the amendment and restatement of our restated certificate of incorporation (as so amended and restated, the new charter) (i) to change the

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name of the "Media Group" to the "Formula One Group," (ii) to change the name of the "Liberty Media Common Stock" to the "Liberty Formula One Common Stock," (iii) to reclassify each share of each series of our existing Liberty Media Common Stock into one share of the corresponding series of Liberty Formula One Common Stock solely to effect the name change, and (iv) to make certain conforming changes; and

•

the adjournment proposal to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the share issuance proposal or the group name change proposal.

        Liberty Media will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof and included in the notice of such special meeting or any adjournment or postponement thereof.

Quorum

        In order to conduct the business of the special meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date and entitled to vote at the special meeting must be represented at the special meeting either in person or by proxy. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will not be treated as present for purposes of determining the presence of a quorum. Accordingly, it is important that you provide directions to your broker as to how to vote your shares. See "—Voting Procedures for Shares Held in Street Name—Effect of Broker Non-Votes" below.

Who May Vote

        Holders of shares of LSXMA, LSXMB, BATRA, BATRB, LMCA and LMCB, as recorded in our stock register as of 5:00 p.m., New York City time, on December 12, 2016 (such date and time, the record date for the special meeting), will be entitled to notice of the special meeting and to vote at the special meeting or any adjournment or postponement thereof.

Votes Required

        Each of the share issuance proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the special meeting, voting together as a single class.

        Approval of the group name change proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of our common stock, outstanding on the record date and entitled to vote at the special meeting, voting together as a single class.

        The approval of the share issuance proposal is a condition to the completion of the acquisition of Formula 1. The approval of the group name change proposal is not a condition to the acquisition. Accordingly, the share issuance proposal is not dependent on the group name change proposal and will be implemented regardless of the group name change proposal. The group name change proposal, however, is dependent on the share issuance proposal and will not be implemented unless the acquisition of Formula 1 is completed.

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Votes You Have

        At the special meeting, holders of shares of LSXMA, BATRA and LMCA will have one vote per share, and holders of shares of LSXMB, BATRB and LMCB will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of LSXMK, BATRK and LMCK will not be eligible to vote at the special meeting.

Recommendation of Our Board of Directors

        After careful consideration, the board of directors of Liberty Media unanimously determined that the acquisition and the issuance of shares of LMCK (the proposed share issuance) in connection with the acquisition of Formula 1, in each case on the terms set forth herein, are in the best interests of Liberty Media and its stockholders. In addition, our board of directors has unanimously approved and declared advisable the new charter, and unanimously recommends that you vote "FOR" each of the proposals.

Shares Outstanding

        As of the record date, an aggregate of approximately 102,391,000 shares of LSXMA, 9,871,000 shares of LSXMB, 10,231,000 shares of BATRA, 987,000 shares of BATRB, 25,594,000 shares of LMCA and 2,467,000 shares of LMCB were issued and outstanding and entitled to vote at the special meeting.

Number of Holders

        There were, as of the record date, approximately 1,250 and 90 record holders of LSXMA and LSXMB, respectively, 940 and 50 record holders of BATRA and BATRB, respectively, and 880 and 70 record holders of LMCA and LMCB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

        Holders of record of LSXMA, LSXMB, BATRA, BATRB, LMCA and LMCB as of the record date may vote in person at the special meeting, by telephone or through the Internet. Alternatively, they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for voting by using the telephone or the Internet are printed on the proxy card. In order to vote through the Internet, holders should have their proxy cards available so they can input the required information from the proxy card, and log onto the Internet website address shown on the proxy card. When holders log onto the Internet website address, they will receive instructions on how to vote their shares. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting stockholder separately. Unless subsequently revoked, shares of our common stock represented by a proxy submitted as described herein and received at or before the special meeting will be voted in accordance with the instructions on the proxy.

        YOUR VOTE IS IMPORTANT.    It is recommended that you vote by proxy even if you plan to attend the special meeting. You may change your vote at the special meeting.

        If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Special Meeting of Stockholders, the shares represented by the proxy will be voted "FOR" each of the share issuance proposal, the group name change proposal and the adjournment proposal.

        If you submit a proxy indicating that you abstain from voting as to a proposal, it will have the same effect as a vote "AGAINST" each of the share issuance proposal, the group name change proposal and the adjournment proposal.

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        If you are a record holder and you do not submit a proxy or vote in person at the special meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether the share issuance proposal or the adjournment proposal is approved (if a quorum is present), however it will have the effect of a vote "AGAINST" the group name change proposal.

Voting Procedures for Shares Held in Street Name

        General.    If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, each of the proposals. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.

        Effect of Broker Non-Votes.    Broker non-votes will not be counted as shares of our common stock present and entitled to vote for purposes of determining a quorum and will have no effect on any of the proposals, other than the group name change proposal (i.e., broker non-votes will count as a vote "AGAINST" the group name change proposal). You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LSXMA, BATRA, LMCA, LSXMB, BATRB or LMCB or how to change your vote or revoke your proxy.

Revoking a Proxy

        If you submitted a proxy prior to the start of the special meeting, you may change your vote by voting in person at the special meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Media Corporation, c/o Computershare Trust Company, N.A., P.O. Box 30202, College Station, Texas 77842-9909. Any signed proxy revocation or later-dated proxy must be received before the start of the special meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 2:00 a.m., New York City time, on January 17, 2017.

        Your attendance at the special meeting will not, by itself, revoke a prior vote or proxy from you.

        If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

Independent Accountants

        Representatives of KPMG LLP, Liberty Media's independent registered accounting firm, are not expected to be present at the special meeting, and will not make any statement or be available to respond to any questions.

Solicitation of Proxies

        We are soliciting proxies by means of our proxy statement on behalf of our board of directors. In addition to this mailing, our employees and agents may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending, if requested, paper proxy materials to you and getting your voting instructions.

        If you have any further questions about voting or attending the special meeting, please contact Liberty Media Investor Relations at (877) 772-1518.

Other Matters to Be Voted on at the Special Meeting

        Our board of directors is not currently aware of any business to be acted on at the special meeting other than that which is described in the Notice of Special Meeting of Stockholders and this proxy statement. If, however, other matters are properly brought to a vote at the special meeting, the persons designated as proxies will have discretion to vote or to act on these matters in accordance with their best judgment.

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INFORMATION ABOUT THE FORMULA 1 ACQUISITION

        The following summary describes certain material terms of, and documents and agreements related to, the acquisition. This summary is not complete and it is qualified in its entirety by reference to the annexes to this proxy statement and the other documents and agreements that are incorporated herein by reference. We urge you to read this entire proxy statement and the annexes to this proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the acquisition, the share issuance proposal, the group name change proposal and related matters.

Overview of the Acquisition

        On September 7, 2016, Liberty Media and Liberty GR Cayman Acquisition Company, a company registered in the Cayman Islands and an indirect wholly owned subsidiary of Liberty Media (the Buyer), entered into two definitive stock purchase agreements relating to the purchase by the Buyer of 100% of the fully diluted equity interests of Delta Topco Limited (Delta Topco), the parent company of the group of companies that exploit commercial rights pertaining to the FIA Formula One World Championship (collectively with Delta Topco, Formula 1), other than a nominal number of equity securities held by the Teams (as defined below). For purposes of this proxy statement, references to F1 Shares include outstanding ordinary shares of Delta Topco.

        On September 7, 2016, Liberty Media, the Buyer, Formula 1 and certain selling shareholders of Formula 1 (the Initial Sellers) entered into the first stock purchase agreement (the First SPA), pursuant to which the Buyer purchased 18.7% of the fully diluted F1 Shares and F1 Loan Notes (as defined below) from the Initial Sellers for an aggregate purchase price of approximately $746 million (the F1 Shares and the F1 Loan Notes purchased pursuant to the First SPA hereinafter referred to as the initial securities). The transactions contemplated by the First SPA were consummated on September 7, 2016, immediately following its execution and delivery (the First Closing).

        Pursuant to the First SPA, on October 27, 2016, the Buyer purchased additional F1 Shares and F1 Loan Notes (the additional securities) from certain of the Initial Sellers to increase its ownership percentage in Formula 1 to approximately 19.1% of the fully diluted F1 Shares and F1 Loan Notes outstanding on the closing of the purchase of the additional securities (the Additional Closing). The aggregate purchase price paid at the Additional Closing was approximately $13 million.

        Also on September 7, 2016, Liberty Media, the Buyer, Formula 1 and the Initial Sellers entered into the second stock purchase agreement (the Second SPA). Pursuant to the Second SPA, the other shareholders of Formula 1 (the Other Sellers, and together with the Initial Sellers, the Selling Shareholders) will (i) enter into a deed of adherence to the Second SPA before the closing of the Second SPA (the Second Closing) or (ii) become bound by the terms of the Second SPA pursuant to a drag along notice issued by Formula 1 pursuant to Formula 1's Articles of Association. Pursuant to the Second SPA:

•

the purchase and sale of the initial securities and the additional securities consummated pursuant to the First SPA will be unwound in full immediately prior to the Second Closing;



•

the amount of cash paid to the Initial Sellers at the First Closing and the Additional Closing will be credited against the amount of cash payable at the Second Closing;



•

immediately following the unwind of the First Closing and the Additional Closing, and prior to the Second Closing, a substantial portion of the issued and outstanding F1 Loan Notes will be converted into additional F1 Shares and the remaining portion of the issued and outstanding F1 Loan Notes will become Exchangeable Notes issued by Delta Topco in an aggregate principal amount of approximately $351 million through an amendment and restatement to the existing loan note instrument constituting the F1 Loan Notes; and

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the Buyer will acquire from the Selling Shareholders 100% of the fully diluted F1 Shares (other than a nominal number of equity securities held by the Teams).

        The aggregate purchase price payable to the Selling Shareholders under the Second SPA is approximately $4.4 billion (assuming a valuation for the shares of LMCK of the LMCK reference price (as defined herein)), consisting of:

•

a minimum of $1.1 billion in cash (including the cash paid to the Initial Sellers at the First Closing and the Additional Closing);



•

approximately $351 million in principal amount of the Exchangeable Notes (which consists of outstanding F1 Loan Notes to be converted upon the Second Closing);



•

up to 138 million newly issued shares of LMCK; and



•

up to approximately $51 million of contingent cash consideration, which may be payable to the Selling Shareholders if Formula 1 receives certain monies owed to it in connection with race fees in India.

        Pursuant to the Second SPA, following the request of a nominee appointed by the Selling Shareholders (the Sellers' Representative), Liberty Media will use its reasonable endeavors between the First Closing and the Second Closing to secure commitments from certain third party investors to purchase a number of shares of LMCK for an aggregate purchase price at an amount upon which Liberty Media and the Sellers' Representative agree. The Sellers' Representative has requested that Liberty Media use its reasonable endeavors to raise at least $1 billion in additional funds for this purpose. The shares of LMCK sold pursuant to the additional cash raising are to be sold at a price per share no less than $21.26 (the LMCK reference price), unless the parties otherwise agree.

        If the additional cash raising is completed at or prior to the Second Closing:

•

the cash component (as defined below) will be increased by an amount equal to the proceeds received by Liberty Media in the additional cash raising (less selling expenses); and



•

the number of shares of LMCK comprising the stock component (as defined below) will be decreased by the number of shares of LMCK actually sold in the additional cash raising.

        Following the completion of the acquisition, Liberty Media will attribute the Formula 1 business to the Media Group. Pending the approval of the group name change proposal, Liberty Media's restated certificate of incorporation will be amended and restated to (i) change the name of the "Media Group" to the "Formula One Group," (ii) change the name of the "Liberty Media common stock" to the "Liberty Formula One common stock," (iii) reclassify each share of each series of existing Liberty Media common stock into one share of the corresponding series of Liberty Formula One common stock solely to effect the name change and (iv) make certain conforming changes.

        In addition to the approval by Liberty Media stockholders of the share issuance proposal, other conditions for the completion of the acquisition include, among other things, the receipt of certain third-party consents and approvals, including from the Fédération Internationale de l'Automobile (the FIA), the governing and regulatory body of all forms of international motor sport, including the World Championship (as defined below), and clearances and approvals by antitrust and competition law authorities in certain countries.

Information about Liberty Media

        Liberty Media Corporation, a Delaware corporation, owns interests in subsidiaries and other companies which are engaged in the media, sports and entertainment industries. Through its subsidiaries and affiliates, it principally operates in North America. Its principal businesses and assets include its consolidated subsidiaries, Sirius XM Holdings Inc. (Sirius XM or SIRIUS XM) and Braves

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Holdings, LLC (Braves Holdings), and its equity affiliate Live Nation Entertainment, Inc. (Live Nation).

        Liberty Media's capital structure is comprised of three tracking stocks: the Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock, each of which is divided into three series: Series A with one vote per share, Series B with ten votes per share and Series C with no votes per share (except as otherwise required by applicable law). Tracking stocks are intended by the issuing company to reflect or "track" the economic performance of a particular business or "group" rather than the economic performance of the company as a whole. While the SiriusXM Group, the Braves Group and the Media Group each have separate collections of businesses, assets and liabilities attributed to them, none of these groups is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Hence, holders of the Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock have no direct claim to the associated group's assets, and are not represented by a separate board of directors. Instead, holders of those stocks are stockholders of Liberty Media Corporation, with a single board of directors and subject to all of the risks and liabilities of Liberty Media as a whole.

        The Liberty SiriusXM common stock tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the SiriusXM Group, which includes, among other things, Liberty Media's approximate 65.5% interest in Sirius XM. The Liberty Braves common stock tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group, which includes, among other things, Liberty Media's wholly owned subsidiary Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball club. The Liberty Media common stock tracks and reflects the separate economic performance of the businesses, assets and liabilities attributed to the Media Group, which includes the remainder of Liberty Media's businesses, assets and liabilities not attributed to the SiriusXM Group or the Braves Group, including, among other things, Liberty Media's approximate 34.3% interest in Live Nation, an approximate 19.1% interest in Formula 1 (acquired pursuant to the First SPA as discussed herein) and a 15.5% inter-group interest in the Braves Group.

        Liberty Media's management and allocation policies serve as guidelines in making decisions regarding the relationships between the SiriusXM Group, the Braves Group and the Media Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities, payment of dividends and similar items. The management and allocation policies give our board of directors significant discretion, including with respect to the recognition or adjustment of inter-group interests. Liberty Media's management and allocation policies are described more fully in Amendment No. 2 to Liberty Media's Registration Statement on Form S-4 filed on February 18, 2016 (File No. 333-208699) with the Securities and Exchange Commission (SEC).

        The address of Liberty Media's principal executive office is 12300 Liberty Boulevard, Englewood, Colorado 80112, and our telephone number is (720) 875-5400. Series A, Series B and Series C Liberty Braves common stock trade under the symbols BATRA/B/K respectively, Series A, Series B and Series C Liberty Media common stock trade under the symbols LMCA/B/K, respectively, and Series A, Series B and Series C Liberty SiriusXM common stock trade under the symbols LSXMA/B/K, respectively. Series A and Series C of each of the Liberty Braves common stock and the Liberty Media common stock trade on the Nasdaq Global Select Market and Series B of each of these stocks trades on the OTC Markets. In addition, each series (Series A, Series B and Series C) of the Liberty SiriusXM common stock trades on the Nasdaq Global Select Market.

        The Liberty Media common stock is hereinafter defined as the Liberty Media Group tracking stock.

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Information about Formula 1

        Formula 1 holds exclusive commercial rights with respect to the FIA Formula One World Championship® (the World Championship), an annual, approximately nine-month long, motor race-based competition in which teams (the Teams) compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The World Championship is a global series with a varying number of events (Events) taking place in different countries around the world each season. For 2016, 21 Events are scheduled to take place in 21 countries across Europe, Asia-Pacific, the Middle East and North and South America. It is followed by hundreds of millions of television viewers in over 200 territories, and Formula 1's largest Events have hosted live audiences in excess of 300,000 on race weekends, such as the British Grand Prix at the Silverstone circuit and the Mexican Grand Prix at the Autódromo Hermanos Rodríguez.

        Delta Topco is based in Jersey with a registered address of 1 Waverley Place, Union Street, Jersey, JE1 1SG, Channel Islands. Formula 1's principal executive offices are located at 6 Princes Gate, Knightsbridge, London SW7 1QJ.

        For more detailed business and financial information about Formula 1, see "Appendix: Business and Financial Information of Formula 1".

Background to the Acquisition

        The following chronology summarizes the key meetings and events that led to the signing of the stock purchase agreements and related transaction documents in connection with the acquisition. The following chronology does not purport to catalogue every conversation among the representatives of each company, their respective advisors or any other persons. All meetings described herein were held telephonically, unless otherwise noted.

        In September 2013, representatives of Liberty Media contacted CVC Capital Partners Limited (CVC), the advisor to certain CVC funds (which funds collectively hold the single largest stake in Formula 1), to begin exploring a potential strategic transaction involving Formula 1. In connection with such discussions, Liberty Media and CVC executed a Confidentiality Agreement on November 1, 2013. On November 11, 2013 and November 12, 2013, representatives of Liberty Media and CVC met in New York City to further discuss a potential transaction between the parties. Informal discussions between the parties continued through the end of 2013 and into 2014. In early 2014, the board of directors of Liberty Media held a meeting at Liberty Media's offices in Englewood, Colorado. At the meeting, management of Liberty Media gave an initial overview of its discussions with representatives of CVC and Formula 1. Further discussions between the parties occurred later in 2014, when representatives of Liberty Media met with representatives of CVC at CVC's offices in London to further discuss the possibility of a transaction.

        At various points in 2015, representatives of Liberty Media and CVC held additional conversations regarding a potential business transaction involving Formula 1. On October 28, 2015, representatives of Liberty Media met with CVC and the financial advisor to Formula 1 and the selling shareholders, Goldman Sachs International, to outline potential structures of a transaction. On October 31, 2015, Liberty Media engaged Morgan Stanley & Co. LLC (Morgan Stanley) to advise and assist Liberty Media in evaluating a potential transaction; however, Morgan Stanley did not attend any meetings described herein, except as specifically noted.

        In the Spring of 2016, representatives of Liberty Media and CVC met in New York City to further discuss a potential structure and terms of the transaction. At the meeting, the parties discussed a total enterprise value within a range of $7.5 to $8.0 billion for the Formula 1 business. On April 7, 2016, representatives of Liberty Media submitted an outline of a proposed transaction structure which included a portion of the consideration to be paid in Liberty Media Group tracking stock. On April 16,

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2016, representatives of CVC sent a draft term sheet in response to representatives of Liberty Media setting forth proposed terms for a transaction. In its draft term sheet, CVC proposed certain governance rights for the shareholders of Formula 1 who would sell their shares as part of any transaction (referred to herein as the "selling shareholders") following the completion of such transaction, including the ability to appoint one director to the board of directors of Liberty Media. The proposed term sheet also contemplated renaming the Media Group the "Formula One Group" following the consummation of a transaction.

        On May 5, 2016, Baker Botts L.L.P. (Baker Botts), legal advisor to Liberty Media, sent a revised term sheet for the potential transaction to representatives of CVC. The revised term sheet proposed an acquisition by Liberty Media of 100% of the interests in Formula 1, which would be attributed to the Media Group following closing. The consideration proposed by Liberty Media consisted of exchangeable loan notes to be issued by Delta Topco to the selling shareholders at closing. The cash component proposed would include a minimum of $1 billion in cash and the potential to increase the cash component up to $2 billion. Also on May 5, 2016, Baker Botts sent a due diligence request list to CVC requesting certain information regarding the business of Formula 1.

        Representatives of the parties, including some of their legal advisors, met on May 20, 2016 to discuss the term sheet, the structure of a potential transaction and various matters relating to due diligence.

        On May 24, 2016, the board of directors of Liberty Media convened for a meeting at Liberty Media's offices in Englewood, Colorado. Representatives of management of Liberty Media discussed with the board the opportunity for a transaction involving Formula 1, and gave an overview of the proposed structure and certain governance rights. The board indicated its interest in the potential transaction and asked to be kept informed as negotiations progressed.

        On May 25, 2016, representatives of CVC returned a revised draft of the term sheet to Liberty Media and Baker Botts. In the revised term sheet, CVC proposed that the cash component of the aggregate consideration be $2 billion, with the first $1 billion required to be delivered at the closing and the second $1 billion required at the discretion of CVC as the selling shareholders' representative (or absent such requirement, the additional $1 billion to be delivered in shares of LMCK). Following the delivery of the revised term sheet and through early June 2016, senior management of Liberty Media held discussions regarding the revised term sheet. Baker Botts returned a revised draft of the term sheet to the legal advisors acting on behalf of Formula 1 and the selling shareholders, Freshfields Bruckhaus Deringer LLP and Weil, Gotshal & Manges LLP on June 8, 2016.

        Through the end of June 2016, the parties and their respective advisors continued to discuss and negotiate the terms of a potential transaction, including the composition of the consideration to be delivered at closing, and continued to exchange drafts of the term sheet. During this period, the parties also discussed and negotiated the scope of warranties, interim covenants and closing conditions for a potential transaction, among other terms, with the selling shareholders. Liberty Media also continued its due diligence review of Formula 1. In connection with such review, Liberty Media, CVC and Formula 1 entered into a Confidentiality Deed on July 6, 2016, which replaced the previous confidentiality agreements between the parties.

        On July 11, 2016, pursuant to a revised draft term sheet, Liberty Media proposed an approximate $8.0 billion enterprise value of Formula 1, with the purchase price payable in a mix of cash (either $1 billion or $2 billion), shares of LMCK and exchangeable notes of Delta Topco. Negotiations between the representatives of the parties regarding the revised term sheet continued over the next few days, including discussions regarding enterprise value and equity value.

        On July 15, 2016, CVC sent a revised draft of the term sheet to Liberty Media which proposed a new transaction structure. Pursuant to the new structure, Liberty Media would purchase approximately

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20% of the equity interests of Formula 1 from CVC Delta Topco Nominee Limited, the nominee for the CVC funds (CVC Nominee), and certain other Formula 1 shareholders for cash pursuant to an initial stock purchase agreement, which would close simultaneously with its execution. Concurrently with the signing and closing of the initial stock purchase agreement, the parties would execute a second stock purchase agreement, which would provide for the sale of 100% of the equity interests of Formula 1 to Liberty Media subject to certain conditions precedent.

        On July 19, 2016, representatives of Liberty Media and CVC and their respective advisors met in London to discuss, among other things, the mechanics of the new transaction structure. The parties agreed that the transactions consummated pursuant to the first stock purchase agreement would be unwound immediately prior to the closing of the second stock purchase agreement to enable the selling shareholders to deliver 100% of the equity interests of Formula 1 at the closing of the second stock purchase agreement in return for the appropriate allocation of consideration to the selling shareholders (both in amount and form). The parties also discussed a proposal by Liberty Media for a purchase price discount in an amount of $75 million for the interests of Formula 1 to be applied in the first stock purchase agreement (to be repaid upon the closing of the second stock purchase agreement) to reflect that Liberty Media initially would not be acquiring a controlling stake in Formula 1, as the equity value previously discussed between the parties was based upon the acquisition of 100% of Formula 1.

        During the coming weeks, the parties exchanged revised drafts of the term sheet and continued to negotiate the proposed terms of the transactions, including a proposed obligation of Liberty Media to submit for stockholder approval a charter amendment changing the name of the Media Group to the Formula One Group following closing. The parties also entered into a new Confidentiality Deed on August 2, 2016 to reflect the current state of the diligence process.

        On August 7, 2016, CVC sent a revised term sheet to Liberty Media in which it proposed an aggregate enterprise value of $8.045 billion. CVC also proposed that certain stockholders of Liberty Media execute a voting agreement with respect to necessary stockholder approvals relating to the issuance of shares of LMCK. Later that week, a revised term sheet was sent by Liberty Media to CVC reflecting, among other things, a $75 million discount with respect to the first stock purchase agreement (to reflect that Liberty Media would not be acquiring a controlling stake in Formula 1 under the first stock purchase agreement), Liberty Media's agreement to submit to its stockholders the proposed tracking stock group name change following the closing, and an acknowledgement that John Malone and certain of his affiliates may be willing to execute a voting agreement, with respect to their respective shares of Series B stock only, in support of the issuance of shares of LMCK in the acquisition and the group name change proposal. At that time, discussions also continued regarding the equity value of Formula 1.

        In mid-August 2016, CVC and Liberty Media and their respective advisors (together with advisors to Formula 1) participated in frequent discussions and negotiations and exchanged drafts of the various transaction documents, including the first stock purchase agreement, the second stock purchase agreement, the exchangeable loan note instrument, the shareholders agreement and the voting agreement.

        On August 16, 2016, the board of directors of Liberty Media convened a meeting with representatives of each of Liberty Media's management, Baker Botts and Morgan Stanley present. Morgan Stanley shared with the board of directors its views as to how the acquisition of Formula 1 and the resultant issuance of a substantial number of shares of LMCK would impact the trading market for the Liberty Media Group tracking stock following the closing. Further, Morgan Stanley made recommendations relating to the lockup and coordination arrangements that could be required of the selling shareholders following the closing. At the meeting, members of Liberty Media's management reviewed and discussed with the board of directors the structure and terms of the proposed acquisition

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and related negotiations, including key diligence findings and views as to valuation. Following presentations made by Liberty Media's management and its outside advisors and additional discussions, the board of directors authorized management to move forward with negotiations.

        Through the end of August 2016, representatives of the parties and their respective advisors continued to participate in frequent discussions and exchanged drafts of the transaction documents. The parties in particular discussed the mechanics relating to the timing and possibility of selling to certain outside investors a portion of the LMCK shares that otherwise would have been deliverable to the selling shareholders on completion of the second stock purchase agreement, thereby potentially increasing the cash component of the consideration that would be payable to the selling shareholders at the closing (and reducing the stock component of the consideration).

        In connection with the review by Liberty Media and its advisors of Formula 1's most highly confidential business information, CVC, Liberty Media and Formula 1 entered into an additional Confidentiality Deed on September 1, 2016.

        On September 3, 2016, the board of directors of Liberty Media reconvened to discuss the proposed acquisition. Representatives of Liberty Media and Baker Botts were also in attendance. Representatives of Liberty Media updated the board on the changes to the terms of the proposed transaction that had occurred since the previous board meeting on August 16, 2016. Following the presentations and further discussion, the board of directors of Liberty Media approved the acquisition on the terms discussed, subject to the agreement of the parties on final forms of the various transaction documents.

        From September 3, 2016 through September 6, 2016, Liberty Media, CVC and their respective legal advisors (together with Formula 1's advisors) continued to hold frequent discussions to negotiate the final terms of the acquisition (including the allocation of the consideration between cash and stock) and complete due diligence. During this period, Liberty Media discussed the potential of increasing the cash component of the aggregate consideration under the second stock purchase agreement by $100 million, and of decreasing the stock component by an equivalent amount, in lieu of providing the selling shareholders with additional post-closing governance rights requested by CVC on behalf of the selling shareholders.

        On the morning of September 7, 2016 (New York City time), the board of directors of Liberty Media reconvened to discuss the revised terms of the acquisition. Representatives of Liberty Media management and Baker Botts discussed changes to the terms of the acquisition that had occurred since the board had approved the acquisition on September 3, including the additional $100 million in cash to be paid at closing in lieu of the equivalent amount of shares of LMCK, and provided an update on the most recently completed diligence review. After further discussion, the board approved the acquisition on the revised terms as presented.

        On the afternoon of September 7, 2016 (New York City time), the board of directors of Delta Topco convened in Jersey to consider the proposed acquisition. After discussion with its outside legal and financial advisors, the board of directors of Formula 1 approved the acquisition and the execution of all related transaction documents. The board of directors of Delta Topco also elected Chase Carey as Chairman of the Board, replacing Peter Brabeck-Letmathe who simultaneously stepped down as Chairman.

        Following the close of business (New York City time) on September 7, 2016, Liberty Media, CVC Nominee and the other applicable signatories executed the transaction documents, including the first stock purchase agreement, the second stock purchase agreement and the voting agreement, and agreed to the forms of other material documents to be executed at the closing of the second stock purchase agreement, including the shareholders agreement and the exchangeable note instrument.

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Recommendation of Liberty Media's Board of Directors

        After careful consideration, the board of directors of Liberty Media unanimously determined that the acquisition and the proposed share issuance in each case on the terms set forth herein are in the best interests of Liberty Media and its stockholders. In addition, our board of directors has unanimously approved and declared advisable the new charter, and unanimously recommends that you vote "FOR" each of the proposals.

Reasons for the Acquisition

        In reaching its decision that the acquisition, including the issuance of shares of LMCK to the Selling Shareholders, was advisable and in the best interests of Liberty Media and its stockholders, and in recommending that Liberty Media's stockholders vote in favor of the share issuance proposal and the group name change proposal, the board of directors of Liberty Media considered a number of factors that it believes support its determination, including (not necessarily in order of importance):

•

the expectation that the acquisition will enhance the long-term equity value for stockholders of the Media Group;



•

the opportunity to acquire a sports entertainment business with an attractive financial profile and an iconic global brand catering to an attractive demographic;



•

the ability to reposition the Media Group with a new wholly owned operating company that provides steady revenue and significant growth opportunities;



•

the ability to leverage Liberty Media's expertise in live events and digital monetization to enhance distribution and marketing of Formula 1 content;



•

the belief that the combined company will have greater potential to generate and successfully capitalize on increased content due to Liberty Media's unique resources;



•

the potential for Formula 1 to establish a broader range of commercial partners and sponsors;



•

the opportunity for Liberty Media to work with the Teams and the FIA as partners to fulfill the potential of Formula 1;



•

the belief that the integration of Formula 1 can be completed in a timely and efficient manner with minimal disruption to employees;



•

the experience of Liberty Media's management team in maximizing the value proposition of its investments;



•

the experience and expertise that Chase Carey will provide as Chairman of the Board of Delta Topco;



•

the diversification of Liberty Media's asset mix;



•

the in-depth knowledge of Formula 1's business, operations, financial condition and prospects developed during significant diligence efforts;



•

the current and prospective business climate in which Formula 1 operates and will continue to operate following the completion of the acquisition;



•

the likelihood that the acquisition would be completed, including after consideration of, among other things, (i) antitrust and regulatory laws and the risks related to certain conditions and requirements that may be imposed by third parties, including regulatory authorities, to obtain approvals and clearances and (ii) the likelihood of obtaining the required stockholder approval following the agreement of certain stockholders of Liberty Media, who as of October 31, 2016 collectively beneficially own shares representing, in the aggregate, approximately 47.6% of the

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total voting power represented by the capital stock of Liberty Media, to vote their Series B shares of capital stock of Liberty Media in favor of the share issuance proposal and the group name change proposal. See "—Additional Agreements in connection with the Acquisition—Voting Agreement";

•

in the event that the closing of the transactions contemplated by the Second SPA does not occur, that Liberty Media applied a discount of $75 million to the purchase price of the First Closing and retained a limited path to liquidity with respect to its minority position in Formula 1. See "—Additional Agreements in connection with the Acquisition—Additional Transaction Agreements"; and



•

the other terms and conditions of the various transaction documents.

        The board of directors of Liberty Media also considered a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the acquisition, including (not necessarily in the order of importance):

•

the risk that the acquisition might not be completed in a timely manner or at all, including the risk that failure to complete the acquisition could cause Liberty Media to incur significant expenses and lead to negative perceptions among investors;



•

the fact that if all of the conditions to the acquisition are not completed or waived by June 30, 2017, the Second SPA will terminate in accordance with its terms and Liberty Media will own only a minority position in Delta Topco with a limited path to liquidity;



•

the fact that not all of the conditions to the completion of the acquisition, including the receipt of necessary third party and regulatory approvals, are within the parties' control;



•

the fact that the receipt of regulatory approvals and clearances required to complete the acquisition may be subject to conditions, limitations or restrictions that could negatively impact the business and operations of the combined company, and that pursuant to the terms of the Second SPA, Liberty Media may be required to accept such conditions, limitations or restrictions;



•

the fact that the transaction documents in connection with the acquisition contain certain restrictions on the ability of Liberty Media to conduct its business in the period between signing and closing, such that the consent of the Sellers' Representative is required in respect of certain corporate actions;



•

the fact that one or more representatives of the Selling Shareholders may be able to exercise significant influence over corporate actions taken by Liberty Media as a result of a nominee of the Selling Shareholders joining the Board of Directors of Liberty Media (and a newly formed committee of such board to review certain inter-group transactions) and the ability of a representative of the Selling Shareholders to exercise veto rights over certain actions proposed to be taken by Liberty Media;



•

the limited business representations and warranties provided by the Selling Shareholders and the absence of any post-closing escrow or indemnification arrangements;



•

the substantial costs to be incurred by Liberty Media in connection with the acquisition and the transaction documents executed in connection therewith, regardless of whether the acquisition is consummated, and the impact of such costs on Liberty Media's financial position;



•

the risk that the pendency of the acquisition could result in the disruption of Liberty Media's business, including the possible diversion of management and employee attention away from day-to-day operations and potential adverse effects on Liberty Media's business relationships;

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•

the risk that Liberty Media may be unable to cause Delta Topco to take certain corporate actions without the consent of a representative of the holders of the Exchangeable Notes during the period that the Exchangeable Notes are outstanding or the consent of the Teams;



•

the potential adverse impact that the uncertainty regarding the completion of the acquisition could have on Liberty Media's ability to attract, retain and motivate key Formula 1 personnel until the completion of the acquisition;



•

the risk that the benefits expected to be obtained following the acquisition may not be fully or timely realized; and



•

the risks described in the sections entitled "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements".

        The board of directors of Liberty Media concluded that the potentially negative factors associated with the acquisition were outweighed by the potential benefits of the acquisition. Accordingly, the board of directors of Liberty Media determined that the acquisition pursuant to the terms of the various transaction documents is advisable, fair to and in the best interests of Liberty Media and its stockholders and approved and declared advisable the various transaction documents and the transactions contemplated thereby, including, without limitation, the acquisition.

        The foregoing discussion summarizes the material information and factors considered by the board of directors of Liberty Media in its consideration of the proposed acquisition. The board of directors of Liberty Media reached the unanimous decision to approve the acquisition and the various transaction documents in light of the factors described above and certain other factors that each member of the board of directors of Liberty Media felt appropriate. The board of directors of Liberty Media did not find it practicable to quantify or otherwise assign relative weights to and not did not make specific assessments of the factors considered in reaching its determination. In addition, the Liberty Media board of directors did not undertake to make a specific determination as to whether each factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Liberty Media board of directors may have given different weights to different factors. The Liberty Media board of directors based its recommendation on the totality of the information presented.

The Stock Purchase Agreements

        This section summarizes material provisions of the First SPA and the Second SPA (together, the stock purchase agreements). This summary does not purport to be complete and may not contain all of the information about the stock purchase agreements that is important to you. Additionally, the summary of the Second SPA is subject to, and qualified in its entirety by reference to, the Second SPA, which is attached as Annex A to this proxy statement and is incorporated by reference into this proxy statement. The rights and obligations of the parties are governed by the express terms and conditions of the stock purchase agreements and not by these summaries or any other information contained in this proxy statement. You are urged to read the Second SPA carefully and in its entirety before making any decisions regarding the stock purchase agreements and the acquisition.

        The summaries of the stock purchase agreements are included in this proxy statement only to provide you with information regarding the terms and conditions of the stock purchase agreements, and not to provide any other factual information about Liberty Media or Formula 1 or their respective subsidiaries or businesses. Accordingly, the representations and warranties and other provisions of the stock purchase agreements should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. For more information, see "Where You Can Find More Information" beginning on page 69 of this proxy statement.

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        The representations, warranties and covenants contained in the stock purchase agreements and described in this proxy statement were made only for purposes of the stock purchase agreements and as of specific dates and may be subject to more recent developments, were made solely for the benefit of the parties to the stock purchase agreements and may be subject to limitations agreed upon by the contracting parties, including being qualified by reference to confidential disclosures, for the purposes of allocating risk between the parties to the stock purchase agreements instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors. The representations and warranties contained in the stock purchase agreements do not, with certain exceptions, survive the effective time of the acquisition. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or conditions of Liberty Media, Formula 1 or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the stock purchase agreements, which subsequent information may or may not be fully reflected in public disclosures by Liberty Media.

The First SPA

        Pursuant to the First SPA, Liberty Media acquired 18.7% of the fully diluted F1 Shares and F1 Loan Notes from the Initial Sellers for an aggregate purchase price of approximately $746 million in cash (after giving effect to a $75 million discount to the specified purchase price per F1 Share and F1 Loan Note, which will be recouped at the Second Closing should it occur). The transactions contemplated by the First SPA were consummated on September 7, 2016, immediately following its execution and delivery.

        Additionally, on October 27, 2016, Liberty Media completed the purchase of the additional securities from certain of the Initial Sellers for an aggregate purchase price of $13 million in cash, increasing Liberty Media's ownership interest in Formula 1 to 19.1% of the fully diluted F1 Shares and F1 Loan Notes on the date of the Additional Closing.

        The aggregate purchase price for the initial securities and the additional securities is referred to as the First SPA cash consideration.

The Second SPA

Unwind of the First Closing

        Pursuant to the Second SPA, immediately prior to the Second Closing, the transactions consummated pursuant to the First SPA will be unwound in full (the unwind).

        In connection with the unwind, the Initial Sellers will purchase from the Buyer the initial securities and the additional securities sold to the Buyer pursuant to the First SPA. The initial securities and the additional securities will be sold back to the Initial Sellers with all rights attaching to them, including the right to receive all interest, distributions and dividends, and will be free from all encumbrances and any other rights exercisable by third parties, subject to certain exceptions. The Buyer will give warranties to the Initial Sellers in the same form, mutatis mutandis, as the warranties given by the Initial Sellers to the Buyer pursuant to the First SPA.

        The consideration payable by the Initial Sellers to the Buyer for the transfer of the initial securities and the additional securities in connection with the unwind will be an amount equal to the First SPA cash consideration, and will be held by the Initial Sellers and an escrow agent as agents for the Selling Shareholders until (x) the Second Closing or (y) if earlier, the termination of the Second SPA, in which case, subject to certain terms and conditions set forth in the Second SPA, the Buyer will repurchase the initial securities and the additional securities from the Initial Sellers on the same terms as the Initial

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Sellers purchased the initial securities and the additional securities from the Buyer pursuant to the unwind.

        Immediately following the completion of the unwind, the First SPA will terminate and no party thereunder will have any claim of any nature against any other party in connection with the First SPA.

Acquisition Consideration

        The aggregate purchase price payable to the Selling Shareholders under the Second SPA is approximately $4.4 billion (assuming a valuation for the shares of LMCK of the LMCK reference price) (the aggregate consideration). The aggregate consideration will consist of:

•

a minimum of $1.1 billion in cash (including the First SPA cash consideration) (the cash component);



•

approximately $351 in principal amount of Exchangeable Notes of Delta Topco (which consists of outstanding F1 Loan Notes to be converted upon the Second Closing) (the note principal);



•

up to 138 million newly issued shares of LMCK, which is equal to the number of shares obtained by dividing (x) the aggregate consideration less the cash component less the note principal, by (y) the LMCK reference price (as defined below) (the stock component); and



•

up to approximately $51 million of contingent cash consideration, which may be payable to the Selling Shareholders if Formula 1 receives certain monies owed to it in connection with race fees in India.

        The actual number of shares of LMCK to be issued by Liberty Media to the Selling Shareholders and comprising the stock component of the aggregate consideration will depend on subsequent fundraising efforts by Liberty Media to raise additional cash through the sale of a portion of the shares of LMCK that are otherwise deliverable to the Selling Shareholders. Pursuant to the Second SPA, following the request of the Seller's Representative, Liberty Media will use its reasonable endeavors between the First Closing and the Second Closing to secure commitments from certain third party investors to purchase a number of shares of LMCK for an aggregate purchase price that Liberty Media and the Sellers' Representative agree upon. The shares of LMCK sold pursuant to the additional cash raising are to be sold at a price per share no less than the LMCK reference price of $21.26, unless the parties otherwise agree. Certain Teams have expressed an interest in purchasing shares of LMCK. Any purchase of LMCK by Teams would be on terms to be agreed in the future and subject to compliance with U.S. securities law.

        If the additional cash raising is completed at or prior to the Second Closing:

•

the cash component will be increased by an amount equal to the proceeds received by Liberty Media in the additional cash raising (less selling expenses); and



•

the number of shares of LMCK comprising the stock component will be decreased by the number of shares of LMCK actually sold in the additional cash raising.

Drag Along Notice

        Unless by November 7, 2016, Selling Shareholders representing 100% of the fully diluted equity interests of Delta Topco have executed the Second SPA or a deed of adherence with respect thereto, Delta Topco (on behalf of the Initial Sellers) will issue a drag along notice (the drag along notice) to any Selling Shareholder who has not so executed the Second SPA or a deed of adherence, requiring such Selling Shareholder to sell all F1 Shares and F1 Loan Notes (following their conversion as described below) held by such Selling Shareholder to the Buyer at the Second Closing. The drag along notice will be given in accordance with Delta Topco's articles of association in effect at the time of such

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notice. Following the issue of the drag along notice, Formula 1 shall take all steps required such that, on or before the Second Closing, all of the Selling Shareholders have agreed to or will be bound by the relevant documents to sell 100% of the fully diluted equity interests of Formula 1 (other than a nominal number of equity securities held by the Teams) to the Buyer, subject only to the Second Closing.

Loan Note Conversion

        Pursuant to the Second SPA, following the completion of the unwind and prior to the Second Closing, Formula 1 will take certain actions to convert (the conversion) a portion of the existing F1 Loan Notes into F1 Shares and the remainder into Exchangeable Notes through an amendment and a subsequent amendment and restatement of the unsecured loan note instrument dated November 24, 2006, as amended and/or restated on September 18, 2008, April 24, 2012, October 22, 2012, May 28, 2013 and March 25, 2014 (the original instrument) constituting the 10% unsecured loan notes due November 24, 2060 (the F1 Loan Notes). Delta Topco will also take certain actions pursuant to the original instrument such that there is no accrued interest on any F1 Loan Note outstanding immediately following the conversion and no subsequent interest payable thereon. See "—Exchangeable Redeemable Loan Note Instrument" below.

Composition of the Board of Directors of Delta Topco

        The Second SPA provides that, on the Second Closing, the Board of Directors of Delta Topco Limited will consist of:

•

Chase Carey (who has previously been appointed as chairman);



•

three directors nominated by the Buyer;



•

three directors nominated by the holders of the Exchangeable Notes (as discussed below);



•

three directors from senior management;



•

up to three directors appointed by the Teams (or in some instances, the corporate parent of a Team); and



•

two independent directors.

        The Buyer's board designees will be entitled to exercise certain super-voting rights under the terms of the organizational documents of Delta Topco. In addition, for a period of up to 30 months following the Second Closing, holders of the Exchangeable Notes will have the right to exercise veto rights over certain actions proposed to be taken by the Board of Directors of Delta Topco. See "—Exchangeable Redeemable Loan Note Instrument—Noteholder Representative Veto Rights".

Conditions to the Completion of the Acquisition

        The acquisition is subject to the satisfaction or (where applicable) waiver of customary closing conditions including those relating to (i) the truth and accuracy of the warranties given by the parties as of the Second Closing (subject to an LMG Material Adverse Effect or Material Adverse Effect standard, as applicable, at the Second Closing), (ii) compliance by the parties with their respective covenants and obligations, (iii) absence of injunctions which would render the transaction illegal or otherwise prevent its consummation and (iv) the receipt of requisite regulatory approvals by the competition and antitrust authorities in applicable jurisdictions.

        The Second Closing is further subject to:

•

the receipt of certain consents and approvals of the FIA; and

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•

the approval of the share issuance proposal by the stockholders of Liberty Media.

        In addition, it is a condition to Buyer's obligations to complete the Second Closing that the securities to be purchased by the Buyer at the Second Closing constitute 100% of the fully diluted F1 Shares and F1 Loan Notes (other than a nominal number of equity securities held by the Teams).

        The parties have agreed to ensure that the conditions to which such party is subject are satisfied as soon as practicable and in any case no later than June 30, 2017 (or as otherwise agreed) (the longstop date).

        Each of the Buyer and Liberty Media agree to promptly take any and all steps necessary to avoid or eliminate all impediments under any antitrust, competition or trade regulation or law that may be asserted by any governmental entity with respect to the acquisition such that the acquisition may be consummated as early as possible but in no event later than five business days prior to the longstop date. Liberty Media and the Buyer have also agreed to defend any claim asserted in court by any person in order to avoid, or have vacated or terminated, any order or judgment that would restrain or prevent the closing of the acquisition by the longstop date. Formula 1 and each of the Selling Shareholders have agreed to cooperate in good faith and provide reasonable assistance to each of Liberty Media, the Buyer and Formula 1 and its subsidiaries in order to assist with the fulfilment of the competition conditions, including providing such information as reasonably requested by Liberty Media and the Buyer in connection with filings to and/or answers to queries posed by governmental entities in connection with the competition conditions and in any investigations or litigation.

Representations and Warranties

        The Second SPA contains a number of warranties made by the Selling Shareholders and Formula 1, on the one hand, and Liberty Media and the Buyer, on the other hand, solely for the benefit of each other, that are subject in some cases to certain exceptions and qualifications, including, among other things, as to materiality and to material adverse effect when deemed repeated at the Second Closing. See "—Definition of Material Adverse Effect" for a definition of material adverse effect applicable to each party.

        Some of the significant warranties made by the Selling Shareholders and Formula 1, on the one hand, and Liberty Media and the Buyer, on the other hand, relate to:

•

power and authority to enter into the Second SPA and the related transaction documents;



•

absence of any conflict with, or violation or breach of, any organizational documents, laws or regulations or material agreements or other arrangements as a result of the execution, delivery and performance of the Second SPA, the acquisition and the related transaction documents; and



•

absence of any necessary consents, approvals, filings or similar actions necessary to execute the Second SPA and related transaction documents and consummate the acquisition (except as provided in the Second SPA);

        Liberty Media and the Buyer also made certain warranties including, but not limited to:

•

solvency and ability to pay debts;



•

ability to pay the aggregate consideration at the Second Closing;



•

since January 1, 2016, conduct of business in the ordinary course of business and the absence of an LMG Material Adverse Effect;



•

capital structure, including authorized capital stock and outstanding securities;



•

resolution by the board of directors of Liberty Media to recommend to the stockholders of Liberty Media the approval of the share issuance proposal and the group name change proposal;

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•

ability of Liberty Media to issue the shares of LMCK necessary in connection with the acquisition (assuming the approval of the share issuance proposal);



•

the listing of outstanding shares of LMCK on Nasdaq and, upon issuance, the listing of the shares of LMCK issued in connection with the acquisition on Nasdaq;



•

timeliness of SEC filings, and the absence of misstatements or omissions from such filings;



•

fair presentation of financial statements; and



•

absence of certain undisclosed liabilities.

        The Selling Shareholders and Formula 1 also made certain warranties including, but not limited to:

•

title to the equity interests of Formula 1 to be sold at the Second Closing;



•

ability of the Selling Shareholders to transfer the equity interests of Formula 1 to be sold at the Second Closing; and



•

the equity interests of Formula 1 to be sold at the Second Closing constituting all of the equity interests of Formula 1 held by each Selling Shareholder.

Definition of "Material Adverse Effect"

        The conditions that the warranties of Liberty Media, the Buyer and the Selling Shareholders, in each case, remain true and correct at the Second Closing are qualified by a "material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have a material adverse effect).

        The definition of each of "LMG Material Adverse Effect" and "Material Adverse Effect" for purposes of the Second SPA means any event, condition, or development that, individually or in the aggregate, (i) prevents or delays the ability of Liberty Media, the Selling Shareholders or Formula 1, as applicable, to perform their respective obligations under the Second SPA and the related transaction documents, or to consummate the transactions contemplated thereby, or (ii) is materially adverse to the business, results of operations or condition (financial or otherwise) of Liberty Media or Formula 1, as applicable.

        The definition of each of LMG Material Adverse Effect and Material Adverse Effect contains customary exceptions for, among other things, general changes in economic and political conditions, natural events, events relating to the announcement and pendency of the acquisition and each party's ability to meet its respective revenue or earnings projections. In addition, any caution or recommendation (but not a blanket prohibition) against travel to or attendance in public places in the U.S., the UK or the European Union by any governmental entity will not be taken into account for determining whether an LMG Material Adverse Effect or Material Adverse Effect, as applicable, has occurred.

        Any matter related to the interpretation of "LMG Material Adverse Effect" or "Material Adverse Effect" will be governed by the laws of the state of Delaware.

Conduct of Business of Formula 1 Pending the Second Closing

        From the date of the Second SPA through the date of the Second Closing, except (i) as specifically contemplated or required by the Second SPA or any of the other transaction documents in connection with the acquisition, or (ii) as consented to by the Buyer in writing (such consent, in certain cases, not to be unreasonably withheld), Formula 1 and each of its subsidiaries agrees to, and each Selling

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Shareholder agrees to take such actions as they are reasonably able in their capacities as shareholders to, among other things:

•

not terminate or amend certain contracts material to Formula 1's business;



•

procure that Delta Topco and each of its subsidiaries carries on its business in the ordinary and usual course;



•

not take any action contrary to the provisions of the Second SPA or inconsistent with the consummation of the acquisition;



•

procure that there is no declaration or payment of a dividend or other distribution (whether in cash, stock or in kind), subject to certain exceptions;



•

procure that no securities are created or issued, or agreed to be created or issued, by Delta Topco or any of its subsidiaries, subject to certain exceptions; and



•

cause transactions entered into between Delta Topco and any of its subsidiaries, on the one hand, and any of the Selling Shareholders, on the other hand, to occur on arms' length terms.

        Additionally, pending the Second Closing, except (i) as specifically contemplated or required by the Second SPA or the other transaction documents in connection with the acquisition, or (ii) as consented to by the Buyer in writing (such consent, in certain cases, not to be unreasonably withheld), Delta Topco and each of its subsidiaries agrees not to, and each Selling Shareholder will not take any actions in their capacities as shareholders to, among other things:

•

reorganize, dispose of, liquidate or discontinue any material part of Formula 1, including by merger or consolidation;



•

dispose of any material part of the business of Delta Topco and its subsidiaries, or sell or acquire any material assets;



•

pass any shareholder resolution except (i) as contemplated by the Second SPA and the other transaction documents in connection with the acquisition and (ii) as required in the ordinary course of business consistent with past practice;



•

enter into, or amend or modify the terms of, certain existing material agreements;



•

give any material individual guarantee, indemnity or other agreement to secure a third party obligation;



•

institute or settle, or agree to settle, any material litigation, arbitration or other form of dispute or proceeding;



•

(i) change the accounting procedures or principles by reference to which the accounts of Delta Topco and its subsidiaries are drawn up, the accounting reference date or the jurisdiction of residence for taxation purposes of Delta Topco and its subsidiaries, (ii) enter into any material closing agreement with any tax authority, (iii) settle or compromise any material claim, audit, investigation or other proceeding relating to taxation, and (iv) take action that could reasonably be expected to restrict the ability of Delta Topco and its subsidiaries to make certain tax elections;



•

change any tax election, subject to certain exceptions;



•

borrow any money (except in the ordinary course of business and consistent with previously established limits) or the entry into or modification of debt or financial instruments;



•

waive, cancel or compromise any material debt of claims of Delta Topco or any of its subsidiaries;

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•

change any terms of employment (including pension fund commitments) of any person, accelerate any payments due to employees and other individuals by a material amount, or increase pay to any one director or employee of Delta Topco or any of its subsidiaries by a material amount, subject to certain exceptions; and/or



•

give any notice of termination of the employment, or the dismissal of, certain key managers of Delta Topco.

Conduct of Business of Liberty Media Pending the Second Closing

        From the date of the Second SPA through the date of the Second Closing, except (i) as expressly contemplated or required by the Second SPA or any of the other transaction documents in connection with the acquisition, or (ii) as consented to in writing by the Sellers' Representative, Liberty Media will, and will cause its subsidiaries attributed to the Media Group to, (A) conduct its business in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve its and its subsidiaries' business organization, insofar as such actions would relate to or affect the Media Group.

        In addition, between the date of the Second SPA and the Second Closing, except (i) as expressly contemplated by the Second SPA or any of the other transaction documents in connection with the acquisition, (ii) as required by law or (iii) as consented to in writing by the Sellers' Representative (such consent not to be unreasonably withheld or delayed), Liberty Media will not, and will not permit any of its subsidiaries attributed to the Media Group to, take any of the following actions insofar as such actions would relate to or affect the Media Group:

•

amend its organizational documents (except as contemplated by the group name change proposal);



•

(i) split, combine or reclassify the Liberty Media Group tracking stock, (ii) repurchase, redeem or otherwise acquire any shares of Liberty Media Group tracking stock (other than pursuant to the terms of any compensatory equity awards relating to shares of Liberty Media Group tracking stock in the ordinary course of business, pursuant to previously existing contractual arrangements, in connection with the employment or retention of certain management employees or for any other purpose in an aggregate amount not to exceed $5 million), or (iii) declare, set aside or pay any dividend or distribution on Liberty Media Group tracking stock; or



•

issue, sell, pledge, dispose of, or encumber any shares of Liberty Media Group tracking stock other than (i) the issuance of shares of Liberty Media Group tracking stock upon the exercise of equity awards relating to shares of Liberty Media Group tracking stock in the ordinary course of business, pursuant to previously existing contractual arrangements, in connection with the employment or retention of certain management employees or for any other purpose in an aggregate amount not to exceed $5 million, or (ii) the issuance of shares of Liberty Media Group tracking stock upon the exercise of any warrants to purchase shares of Liberty Media Group tracking stock.

Obligations of the Board of Directors of Liberty Media to Recommend the Acquisition and Hold a Stockholders' Meeting

        Pursuant to the Second SPA, promptly after this proxy statement is cleared by the SEC for mailing to the stockholders of Liberty Media, Liberty Media agreed to duly call and hold a special meeting of its stockholders solely for the purpose of obtaining the approval of the share issuance proposal and the group name change proposal and to use its reasonable endeavors to solicit proxies from its stockholders to obtain the approvals.

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        Formula 1 and the Selling Shareholders agreed to co-operate in good faith and provide reasonable assistance to Liberty Media in connection with the preparation and filing of this proxy statement.

No Solicitation by Formula 1

        Pursuant to the Second SPA, Formula 1 and the Selling Shareholders have agreed that until the earlier of (i) the Second Closing and (ii) the termination of the Second SPA, each will immediately terminate all of its discussions and negotiations with any other person (other than the Buyer, Liberty Media and their affiliates) regarding any company alternative proposal (as defined below) and, except as required by applicable law, not grant any waiver or release under, or knowingly fail to enforce, any confidentiality, standstill or similar agreement entered into or amended in the 2 years prior to the date of the Second SPA in respect of a company alternative proposal.

        Additionally, until the earlier of (i) the Second Closing and (ii) the termination of the Second SPA, Formula 1 and the Selling Shareholders have agreed not to, directly or indirectly, and will cause their respective representatives and affiliates not to, solicit, initiate or knowingly encourage or engage in discussions or negotiations regarding any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer, which constitutes or would reasonably be expected to lead to a company alternative proposal. Formula 1 and the Selling Shareholders have agreed also not to enter into or approve any letter of intent, memorandum of understanding or other arrangement, or provide any information or data relating to Formula 1 to any third party (other than any statement that they have entered into the Second SPA and are subject to the obligations contained therein), in each case relating to a company alternative proposal.

        For purposes of the Second SPA, a "company alternative proposal" means any non-frivolous inquiry, proposal or offer from any person (other than the Buyer, Liberty Media or its affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Formula 1, (ii) the issuance or acquisition of shares of any equity securities of Formula 1, or (iii) the sale, lease, exchange or other disposition of any significant portion of Formula 1's properties or assets, other than, in each case, an informal approach or proposal by any person which is rejected at first instance by each Selling Shareholder to whom such approach or proposal is made.

Termination

        If all of the conditions to the Second Closing have not been satisfied or waived by 11:59 p.m. (London time) on the longstop date, then the Second SPA will terminate and have no further effect, other than certain provisions which will survive such termination. Following such termination, the parties will be released from all liabilities and obligations with respect to the Second SPA, subject to any liability which may arise from a breach of warranty or obligation.

        If any of the Selling Shareholders or Formula 1, on the one hand, or either of the Buyer or Liberty Media, on the other hand, fails or is unable to materially perform any of their obligations required at the Second Closing, then the non-defaulting party will not be required to close and may, in such party's discretion, (i) elect to defer the closing of the acquisition or (ii) subject to the Second Closing having first been deferred under the above clause (i), terminate the Second SPA. Following such termination, none of the parties shall have any claim against any other party under the Second SPA other than any rights and liabilities which have accrued prior to such termination or in connection with certain provisions which will survive such termination.

        If all conditions to closing relating to the Selling Shareholders are satisfied but there is a failure by Formula 1 to procure or comply with the conditions to closing, the Buyer will have no right to terminate the Second SPA, but the Selling Shareholders shall use reasonable endeavors to remedy such

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breach if such breach is curable, and the completion of the acquisition will be delayed until the earlier of (i) the longstop date or (ii) ten business days after such breach is remedied.

Governing Law

        The Second SPA will be governed by and interpreted in accordance with English law, except that any matter related to the interpretation of "LMG Material Adverse Effect" and "Material Adverse Effect" will be governed by the laws of the state of Delaware.

Additional Agreements in connection with the Acquisition

Voting Agreement

        In connection with the stock purchase agreements, on September 7, 2016, Liberty Media entered into a voting and support agreement (the voting agreement) with CVC Delta Topco Nominee Limited (CVC Nominee), John C. Malone, Chairman of the Board of Directors of Liberty Media (Malone), his wife (Mrs. Malone) and a trust with respect to which Malone is the sole trustee and, with Mrs. Malone, retains a unitrust interest (Malone, Mrs. Malone and the trust, collectively, the Malone Parties).

        Pursuant to the voting agreement, the Malone Parties agreed, subject to certain conditions and exceptions, to vote the shares of LSXMB, BATRB and LMCB beneficially owned by the Malone Parties as of the date of the voting agreement or acquired subsequent to the date of the voting agreement (the subject shares) (i) in favor of the share issuance proposal and the group name change proposal, (ii) in favor of any proposal to adjourn a meeting of the stockholders of Liberty Media to solicit additional proxies in favor of the approval of the share issuance proposal and/or the group name change proposal, and (iii) against any other action, proposal, agreement or transaction that is intended to, or could reasonably be expected to, impair, impede, interfere with, delay, discourage or frustrate the purpose of or otherwise adversely affect in any respect the approval of the share issuance proposal and the group name change proposal (provided that, in each case, the stock purchase agreements have not been materially amended without the written consent of Malone (on behalf of the Malone Parties)).

        The Malone Parties also agreed, from the date of the voting agreement until immediately following a meeting of the stockholders of Liberty Media at which the share issuance proposal and the group name change proposal have been considered, to not (i) sell, dispose of or transfer beneficial ownership of any subject shares or the voting rights with respect thereto, (ii) grant any proxies or powers of attorney with respect to the subject shares or enter into any voting agreement or contract with respect to the subject shares (other than executing a proxy to vote in favor of the share issuance proposal and the group name change proposal in accordance with the terms of the voting agreement) or (iii) commit or agree to take any of the actions in clauses (i) or (ii), provided that the Malone Parties may sell, dispose of, pledge or transfer any subject shares to an acquiror or pledgor, as applicable, that agrees in writing in favor of CVC Nominee to take such subject shares subject to the transferor's obligations under the voting agreement.

        The voting agreement will terminate upon the earlier of (i) the written agreement of the parties thereto, (ii) the occurrence of a material amendment to the stock purchase agreements without the written consent of Malone (on behalf of the Malone Parties), (iii) the termination of the Second SPA in accordance with its terms and (iv) the consummation of the transactions contemplated by the Second SPA.

        As of the record date for the special meeting, the Malone Parties beneficially owned approximately 95.8% of the outstanding shares of Series B Liberty SiriusXM common stock, 95.8% of the outstanding shares of Series B Liberty Braves common stock and 95.8% of the outstanding shares of Series B Liberty Media Group tracking stock (collectively representing, in the aggregate, approximately 47.6% of the total voting power represented by the capital stock of Liberty Media).

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        The foregoing description of the voting agreement is qualified in its entirety by reference to the full text of the voting agreement, a copy of which is attached as Annex B to this proxy statement.

Shareholders Agreement

        In connection with the Second Closing, Liberty Media will enter into a shareholders agreement with the Selling Shareholders (the shareholders agreement).

Repurchase Offers

Pursuant to the shareholders agreement, in the event that

•

the cash component of the aggregate consideration delivered to the Selling Shareholders at the Second Closing is equal to or more than $1.1 billion but less than $2.1 billion, and



•

during the period beginning on the Second Closing and ending on the 24-month anniversary of the Second Closing (or earlier under certain circumstances), Liberty Media completes public or private offerings of shares of Liberty Media Group tracking stock to third parties for cash,

        then Liberty Media shall apply the net proceeds from such offering up to an amount equal to $2.1 billion less the cash component delivered at the Second Closing to the making of an offer to repurchase (a repurchase offer) shares of LMCK issued at the Second Closing from certain eligible Selling Shareholders. The repurchase offer will be made at a price per share equal to the five day volume weighted average trading price of shares of LMCK ending on the day preceding the date of delivery of a notice (a repurchase notice) by Liberty Media to the Selling Shareholder specifying the terms of the repurchase offer, including the aggregate number of shares of LMCK which may be purchased pursuant to such offer. A Selling Shareholder will be eligible to participate in a repurchase offer so long as such Selling Shareholder, together with its affiliates, beneficially owns shares of LMCK issued to it and its affiliates at the Second Closing.

        Upon delivery of the repurchase notice, each eligible Selling Shareholder may specify the number of shares of LMCK it elects to sell for cash to Liberty Media at the specified purchase price. In the event that the eligible Selling Shareholders elect to sell in the aggregate a number of shares in excess of the total number of shares which may be purchased pursuant to the repurchase offer, Liberty Media will repurchase the shares from such eligible Selling Shareholders on a pro rata basis. Any Selling Shareholder that does not elect to sell its pro rata portion of the total number of shares that Liberty Media offers to repurchase cannot sell or transfer such shares for 30 trading days.

Transfer Restrictions and Right of First Offer

        The Selling Shareholders are subject to certain transfer restrictions with respect to the shares of LMCK received pursuant to the acquisition. Upon any transfer of shares by a Selling Shareholder to any member of its shareholder group, including to any affiliate, or any transfer to certain participants in the Formula 1 business, such transferee will enter into a joinder agreement to the shareholders agreement.

        Until the date that is 30 months from the date of the Second Closing, prior to effecting a market sale or a transfer to a third party (other than to an affiliate or a participant in the Formula 1 business) with an aggregate purchase price greater than $1 million in any 6 month period, the Selling Shareholder will give prior written notice (a transfer notice) to Liberty Media, specifying (i) a 30 trading day period and (ii) the maximum number of shares of LMCK proposed to be transferred. Following the delivery of such transfer notice and prior to the commencement of such 30 trading day period, Liberty Media may offer to purchase a number of shares of LMCK not to exceed the number of shares proposed to be transferred as set forth in the transfer notice at a price per share specified by Liberty Media. If the Selling Shareholder accepts Liberty Media's offer and such

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offer was for less than the number of shares specified in the transfer notice, the Selling Shareholder may transfer the shares not purchased by Liberty Media at any price. If the Selling Shareholder does not accept Liberty Media's offer, or accepts only a portion of Liberty Media's offer, the Selling Shareholder may sell some or all of the shares of LMCK specified in the transfer notice and not purchased by Liberty Media (i) to the extent such shares do not exceed the number of shares offered to be purchased by Liberty Media, at a price per share no lower than the price offered by Liberty Media, and (ii) to the extent such shares exceed the number of shares offered to be purchased by Liberty Media, at a price per share no lower than the price offered by Liberty Media minus the product of (A) the price offered by Liberty Media and (B) the median variance (as a percentage) of the daily volume weighted average price of shares of LMCK during the 10 consecutive trading day period ended on the trading day preceding the delivery of Liberty Media's offer.

        In the event that the cash component of the aggregate consideration delivered to the Selling Shareholders at the Second Closing is equal to or more than $1.1 billion but less than $2.1 billion, each Selling Shareholder agrees not to transfer any shares of LMCK without the prior written consent of the Company for the 90 calendar day period commencing on the Second Closing. In the event that the cash component of the aggregate consideration delivered to the Selling Shareholders at the Second Closing is equal to or more than $2.1 billion, each Selling Shareholder agrees not to transfer any shares of LMCK without the prior written consent of Liberty Media for the 180 calendar day period commencing on the Second Closing, which period may be reduced in certain circumstances.

        Liberty Media and Formula 1 will use commercially reasonable efforts to cause each of the directors (including Mr. Maffei) and executive officers of Formula 1 and Mr. Malone to agree to the same 90 day and 180 day restrictions, with certain exceptions for equity award exercising and vesting, pledging and estate planning.

Registration Rights

        The shareholders agreement provides that as soon as reasonably practicable on or following the date of the Second Closing, Liberty Media shall file a shelf registration statement on Form S-3 with the SEC with respect to the registration under the Securities Act of 1933, as amended (the Securities Act) of the resale of (i) all shares of LMCK issued at the Second Closing and (ii) the maximum number of shares that may be issued pursuant to the Exchangeable Notes.

        Additionally, the shareholders agreement also provides that any Selling Shareholder is entitled to 5 demand registrations and unlimited piggyback registration rights to sell all or a portion of the shares held by such Selling Shareholder that are issued pursuant to the Second SPA or issued in exchange for Exchangeable Notes and that have not been transferred (registrable securities) pursuant to a registration statement filed by Liberty Media. The aggregate market value of registrable securities that are the subject of a demand registration request, as measured by the market price on the date of such demand registration request, will be at least $100 million and Liberty Media will not be obligated to effect more than one demand registration statement in any 90 day calendar period.

        If a demand registration is an underwritten public offering (subject to certain exceptions), the Selling Shareholder which, together with its affiliates, owns the greatest number of shares of LMCK at the closing under the Second SPA (the shareholder representative) will select the managing underwriters and Selling Shareholder counsel for such offering, subject to the approval of Liberty Media (such approval not to be unreasonably withheld).

Size and Composition of the Liberty Media Board of Directors

        Upon the Second Closing, Liberty Media will take such action as is necessary to (i) increase the number of members constituting its board of directors from nine to ten and (ii) appoint a nominee (the shareholder director) chosen by the Selling Shareholders to serve on the Board of Directors of Liberty Media until the date that is 30 months following the date of the Second Closing.

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        In the event that the shareholder director stands for reelection prior to the date that is 30 months following the date of the Second Closing, Liberty Media will use its commercially reasonable efforts to, and will use commercially reasonable efforts to cause, its board of directors and the Nominating and Corporate Governance Committee thereof to, cause the election of the shareholder director and support the shareholder director for election in a manner no less rigorous and favorable than the manner in which it supports its other nominees. The shareholder representative will be entitled to nominate a replacement director in the event the shareholder director is unable or unwilling to serve, or is removed or fails to be elected. The shareholder director, and any replacement, will be independent under the rules of the Nasdaq Stock Market.

Committee of the Board of Directors of Liberty Media

        At the Second Closing, Liberty Media will form a new committee of the Board of Directors (the LMG committee) composed of the shareholder director and two other directors who are independent under the rules of the Nasdaq Stock Market. The LMG committee will remain in existence for a period of 30 months following the Second Closing, and will review and approve certain actions related to the Media Group, including:

•

allocations to the Media Group of certain costs, expenses or taxes of Liberty Media;



•

certain related party transactions affecting the Media Group; and



•

certain actions or transactions relating to the Media Group's inter-group interest in the Braves Group.

Restricted Actions

        Pursuant to the shareholders agreement, until the first to occur of (A) the date on which the number of shares of LMCK collectively owned by the Selling Shareholders (plus the shares that may be issued upon the exchange of any Exchangeable Notes outstanding) is less than 42,333,020 shares and (B) the date that is 30 months from the date of the Second Closing (the restriction period), the shareholder representative will have veto rights relating to certain actions proposed to be taken by Liberty Media, including, with certain exceptions, (i) the creation of any other class of stock which tracks the economic performance of Formula 1, or any action with respect to the shares of LMCK or any series of LMG Group tracking stock which has an objectively adverse impact on the Selling Shareholders as compared to the impact on other holders of shares of LMCK and (ii) the issuance of shares of or other equity interests relating to LMG Group tracking stock except (x) to raise cash at then prevailing market prices to support the business plan of the Formula 1 motorsports business or (y) to fund repurchase offers.

        Following notice from the board of directors of Liberty Media, the shareholder representative will be deemed to have consented to any action proposed to be taken by Liberty Media which is the subject of clauses (i) and (ii) above unless the shareholder representative delivers written notice to Liberty Media within five business days.

        Further, pursuant to the shareholders agreement, Liberty Media may not combine its Media Group with another Liberty Media tracking stock group during the restriction period unless there is a change in tax law, regulation, guidance or interpretation which is reasonably likely to result in unfavorable tax treatment to Liberty Media or its stockholders.

Termination

        The shareholders agreement will terminate:

•

upon the mutual agreement of Liberty Media and the shareholder representative;

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•

upon the election of the shareholder representative following a material breach by Liberty Media which shall not have been cured within 30 days after written notice thereof has been received by Liberty Media;



•

with respect to a Selling Shareholder (and not with respect to any other Selling Shareholder), upon the election of Liberty Media following a material breach by such Selling Shareholder which shall not have been cured within 30 days after written notice thereof has been received by such Selling Shareholder; or



•

upon the latest to occur of (i) the expiration of the restriction period, (ii) the date on which there cease to be outstanding any registrable securities and (iii) the expiration of the repurchase offer period.

        The foregoing description of the shareholders agreement is qualified in its entirety by reference to the full text of the shareholders agreement, a copy of which is attached as Annex C? to this proxy statement.

Exchangeable Redeemable Loan Note Instrument

        Pursuant to the Second SPA, following the completion of the unwind and prior to the Second Closing, Formula 1 will amend and restate the instrument governing the F1 Loan Notes such that it will reflect the rights and preferences applicable to the Exchangeable Notes (the Exchangeable Notes instrument). Upon the effectiveness of such Exchangeable Notes instrument at the Second Closing, the F1 Loan Notes will become Exchangeable Notes, all of which will be held by the Selling Shareholders (in their capacity as holders of Exchangeable Notes, the "Noteholders") at the Second Closing.

Amount, Description and Repayment

        The Exchangeable Notes will be 2% fixed rate unsecured exchangeable redeemable loan notes and will be issued by Delta Topco in integral multiples of $1. The aggregate principal amount of the Exchangeable Notes at the Second Closing will be $350,639,389.00. The Exchangeable Notes will mature on the date that is 30 months from the date of the Second Closing (the maturity date).

        Interest will accrue on the Exchangeable Notes at the rate of 2% per annum and will be payable to the Noteholders twice yearly in arrears by either, at the discretion of Formula 1, (i) issuing payment in kind notes (PIK notes) in respect of the interest payable, rounded to the nearest dollar, or (ii) paying in cash the amount of interest due. With respect to any individual interest period, interest payments will be made to each Noteholder in the same form and will be comprised entirely of cash or entirely of PIK notes. The PIK notes will have a maturity date, will bear interest and will be subject to terms and conditions identical to the Exchangeable Notes (for purposes of this proxy statement, the term Exchangeable Notes includes all PIK notes issued in respect of such Exchangeable Notes).

        The principal amount of the Exchangeable Notes (including any PIK notes) plus all accrued and unpaid interest thereon will be repaid in cash on the maturity date.

Seniority

        The Exchangeable Notes when issued will rank pari passu with each other without preference as an unsecured obligation of Formula 1, and will be subordinated in right of payment to Formula 1's outstanding indebtedness for borrowed money, whether such indebtedness is outstanding on the date of issuance of the Exchangeable Notes or incurred thereafter. However, the Exchangeable Notes will be senior in right of payment to any indebtedness of Formula 1 held by or owed to Liberty Media or any of its affiliates (other than Formula 1 and its subsidiaries).

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        Upon issuance of the Exchangeable Notes, Formula 1 will agree (i) to not incur or guarantee any indebtedness that is held by or owed to Liberty Media or any of its affiliates (other than Formula 1 and its subsidiaries) unless such indebtedness is subordinated to the Exchangeable Notes, (ii) to not incur or guarantee any secured indebtedness that is held by or owed to Liberty Media or any of its affiliates (other than Formula 1 and its subsidiaries) unless the Exchangeable Notes are secured on a basis that ranks senior to such indebtedness or (iii) to not permit any of its subsidiaries to incur or guarantee any indebtedness that is held by or owed to Liberty Media or any of its affiliates (other than Formula 1 and its subsidiaries) unless such subsidiaries also guarantee or become co-obligors under the Exchangeable Notes on a senior basis, and such indebtedness of such subsidiary is subordinated to the Exchangeable Notes.

Exchange of Exchangeable Notes for Shares of LMCK

        At any time a Noteholder has the right to require Formula 1 to exchange (a Noteholder optional exchange) any or all of the Exchangeable Notes held by such Noteholder for a number of fully paid shares of LMCK equal to the quotient of (i) the principal amount of the Exchangeable Notes to be so exchanged, plus all accrued and unpaid interest thereon, and (ii) 105% of the LMCK reference price, subject to adjustment in certain circumstances (including a subdivision of shares of LMCK or a combination of shares of LMCK effected by Liberty Media, or certain stock dividends, extraordinary cash dividends, distributions, reclassifications, spin-offs, mergers or other similar corporate events affecting shares of LMCK) (the exchange price).

        Within three business days of a request by a Noteholder for a Noteholder optional exchange, Formula 1 will have the right to redeem the Exchangeable Notes subject to such request for an amount in cash equal to the product of (i) the number of shares of LMCK calculated in accordance with the preceding paragraph and (ii) the volume weighted average trading price of shares of LMCK over the five consecutive trading days ending on the trading day immediately prior to the receipt of the Noteholder's request for the Noteholder optional exchange. The Noteholder will have no right to receive any shares of LMCK should Formula 1 exercise its right to deliver cash in connection with a Noteholder optional exchange. If Formula 1 does not so exercise its right to redeem Exchangeable Notes for cash, such Exchangeable Notes will be exchanged for shares of LMCK as described above.

        At any time when the total principal amount of the Exchangeable Notes (including PIK notes) outstanding and owned by a Noteholder or its affiliates is less than the total principal amount of Exchangeable Notes first issued to such Noteholder, Formula 1 will have the right to require either (i) the Noteholder to exchange any or all Exchangeable Notes held by such Noteholder (a mandatory exchange) for a number of fully paid shares of LMCK equal to (A) the principal amount of the Exchangeable Notes to be so exchanged, plus all accrued and unpaid interest thereon, divided by (B) the volume weighted average trading price of shares of LMCK over the five consecutive trading days ending on the trading day immediately prior to the notification of the mandatory exchange, or (ii) the redemption of any or all of the Exchangeable Notes held by such Noteholder, and Formula 1 shall pay to such Noteholder an amount in cash equal to the principal amount of the Exchangeable Notes to be so redeemed, plus all accrued and unpaid interest thereon.

Transfers

        The Exchangeable Note instrument provides that a Noteholder may transfer Exchangeable Notes only to (i) an affiliate of such Noteholder, (ii) another Noteholder or (iii) Formula 1.

        Any Noteholder who proposes to transfer any Exchangeable Notes to any other person must provide five business days written notice to Formula 1. Upon notice of such proposed transfer (other than a permitted transfer), Formula 1 will have the option to redeem such Exchangeable Notes (a transfer purchase) at a price, payable in cash, equal to the product of (i) the principal amount of the

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Exchangeable Notes proposed to be transferred, plus all accrued and unpaid interest thereon, divided by the exchange price, and (ii) the volume weighted average trading price of shares of LMCK over the five consecutive trading days ending on the trading day immediately prior to the delivery of the notice of transfer by the Noteholder to Formula 1. Formula 1 is required to inform such Noteholder of its intention to exercise its transfer purchase rights within 4 business days of the delivery of the notice of transfer.

        If Formula 1 does not exercise its right to effect a transfer purchase within four business days of the delivery of the notice of transfer, the Exchangeable Notes to be so transferred shall be automatically exchanged (a transfer exchange) by Formula 1 immediately prior to such transfer for a number of shares of LMCK equal to the quotient of (i) the principal amount of the Exchangeable Notes proposed to be transferred, plus all accrued and unpaid interest thereon, and (ii) the exchange price.

Noteholder Representative Veto Rights

        Until the earlier of (i) the maturity date and (ii) the date on which the Noteholders collectively cease to own Exchangeable Notes (including PIK notes) representing at least 30% in principal amount of the total principal amount of the Exchangeable Notes issued and outstanding immediately following the Second Closing (the veto termination date), the holder of Exchangeable Notes which, together with its affiliates, holds the greatest principal amount of Exchangeable Notes (the Noteholder representative) will have the right to exercise (on behalf of the Noteholders) veto rights over certain actions proposed to be taken by the Board of Directors of Formula 1, including, subject to certain exceptions:

•

the termination of the appointment of the Chairman or CEO of Formula 1;



•

material changes to or deviations from the business plan of Formula 1, including the dividend policy of Formula 1 set forth therein;



•

the voluntary liquidation, dissolution, merger or winding up of Formula 1 or any of its subsidiaries;



•

material amendments to, or extensions or renewals on materially amended terms, or terminations of, certain material contracts of Formula 1;



•

material acquisitions or dispositions of assets by Formula 1 or any of its subsidiaries, or entering into any joint ventures or mergers involving Formula 1 or any of its subsidiaries, including any sale of the assets and business of Formula 1 and its subsidiaries as a whole;



•

certain transactions resulting in a change of control of Formula 1;



•

any issue by Formula 1 or any of its subsidiaries of any F1 Shares or other securities except to Liberty Media or a wholly owned subsidiary of Liberty Media that is wholly attributed to the Media Group, or the sale or transfer of shares or other securities of any subsidiary of Formula 1 such that any wholly owned subsidiary of Formula 1 as of the date of the Exchangeable Notes instrument ceases to be wholly owned, directly or indirectly, by Formula 1 or Liberty Media and attributed to the Media Group, in each case, other than (i) the Exchangeable Notes and related PIK notes, (ii) in connection with obtaining or maintaining financing, the proceeds of which are used exclusively for the benefit of Formula 1 and its subsidiaries or (iii) in connection with acquisitions of assets or businesses by Formula 1 or its subsidiaries not otherwise subject to the consent of the Noteholder representative; and



•

any amendment or waiver by Formula 1 with respect to its letter agreement with Liberty Media relating to the transfer of shares of LMCK to Formula 1 as may be required to satisfy any obligations of Formula 1 under the Exchangeable Notes, as described further below.

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        Prior to the taking of any of the foregoing corporate actions, the Board of Directors of Formula 1 must deliver to the Noteholder representative a written notice of such action and may proceed with such action only if the Noteholder representative does not veto such action within five business days of the delivery of such notice.

        Additionally, the articles of association of Formula 1 in effect at the issuance of the Exchangeable Notes (the Formula 1 articles) will provide that until the veto termination date any purported grant of a security interest in the equity securities of Formula 1 or a sale or transfer of equity securities of Formula 1 such that it ceases to be 100% owned, directly or indirectly, by the Buyer or Liberty Media will be void and will not be registered by the Board of Directors of the Company, other than:

•

the Exchangeable Notes and related PIK notes;



•

in connection with obtaining or maintaining financing, the proceeds of which are used exclusively for the benefit of Formula 1 and its subsidiaries; or



•

in connection with acquisitions of assets or businesses by Formula 1 or its subsidiaries not otherwise subject to the consent of the Noteholder representative.

Rights to Appoint Members to the Board of Directors of Formula 1

        The Exchangeable Notes instrument provides that the Formula 1 articles will grant the Noteholders certain board appointment rights. The Formula 1 articles will provide that any Noteholder owning Exchangeable Notes (including PIK notes and excluding Exchangeable Notes acquired by means of a transfer from another Noteholder) together with its affiliates representing 15% or more in principal amount of the Exchangeable Notes issued and outstanding immediately following the Second Closing, together with any PIK notes, will have the right to designate one director to the Board of Directors of Formula 1 for a term of 5 years from the date of the Second Closing.

        Additionally, those Noteholders which do not individually own Exchangeable Notes (including PIK notes and excluding Exchangeable Notes acquired by means of a transfer from another Noteholder) representing 15% or more in principal amount of the Exchangeable Notes issued and outstanding immediately following the Second Closing, together with the PIK notes, will, so long as such holders collectively own Exchangeable Notes (including PIK notes) representing at least 25% in principal amount of the total principal amount of Exchangeable Notes issued and outstanding immediately following the Second Closing, plus any PIK notes, have the right to designate one person to be a director of Formula 1. Such nominee will serve until the earlier of (i) the maturity date and (ii) the date on which such Noteholders cease to own at least 25% or more in principal amount of the Exchangeable Notes issued on the date of the Second Closing, including PIK notes.

Independent Conflict Committee

        The Formula 1 articles to be in effect at the Second Closing will establish an Independent Conflict Committee of the Board of Directors of Formula 1 (the IC Committee), which will continue in effect until the first to occur of (i) the maturity date and (ii) the first date on which both (A) no Noteholder together with its affiliates owns Exchangeable Notes (including PIK notes and excluding Exchangeable Notes acquired by means of a transfer from another Noteholder) representing 15% or more in principal amount of the Exchangeable Notes issued and outstanding immediately following the Second Closing, together with any PIK notes, and (B) those Noteholders which do not individually own Exchangeable Notes representing 15% or more in principal amount of the Exchangeable Notes issued on the date of the Second Closing, but collectively own Exchangeable Notes representing at least 25% in principal amount of the total principal amount of Notes issued on the date of the Second Closing, including PIK notes, collectively cease to own at least 25% or more in principal amount of the Exchangeable Notes issued on the date of the Second Closing.

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        The Exchangeable Notes instrument provides that the IC Committee will be comprised of the Chairman of the Board of the Company and two independent directors. The IC Committee, acting by a majority of members, will review certain matters. Unless approved by the IC Committee, Formula 1 may not engage in transactions between Formula 1 or any of its subsidiaries:

•

and entities attributed to the Braves Group or the SiriusXM Group or other tracking stock groups of Liberty Media;



•

and certain affiliates of Liberty Media;



•

that constitute related party transactions as defined in Item 404 of Regulation S-K as prescribed under the Securities Act;



•

specified in certain material contracts of Formula 1; and/or



•

any other person, the primary purpose of which is, subject to certain exceptions, to provide a benefit to an entity or entities which, or a majority of Liberty Media's interest in which, are attributed to the Braves Group or the SiriusXM Group or tracking stock groups of Liberty Media.

        The foregoing description of the Exchangeable Notes is qualified in its entirety by reference to the full text of the Exchangeable Notes instrument, a copy of which is attached as Annex D to this proxy statement.

Letter Agreement

        At the Second Closing, Liberty Media will enter into a letter agreement with Formula 1 in which Liberty Media will agree to issue and cause to be transferred to Formula 1 the number of fully paid and non-assessable shares of LMCK required to be delivered by Formula 1 to the Noteholders, from time to time, under the terms of the Exchangeable Note instrument. In addition, Liberty Media will agree that, prior to the maturity date of the Exchangeable Notes, it will not, directly or indirectly, offer for sale, sell, transfer or otherwise dispose of the F1 Shares acquired by the Buyer at the Second Closing to the extent it would cause such F1 Shares to cease to be owned by Liberty Media or a direct or indirect wholly owned subsidiary of Liberty Media or take, or cause any of its direct or indirect subsidiaries to take, any action to amend the Formula 1 articles in any manner that would have an adverse impact on the Noteholders.

Additional Transaction Agreements

        Other agreements entered into, or to be entered into, in connection with the acquisition include:

•

a warranty deed, dated September 7, 2016, by and among Formula 1, certain managers of Formula 1 and the Buyer, pursuant to which certain managers of Formula 1 gave warranties with respect to Formula 1;



•

a deed of covenant, dated September 7, 2016, by and among CVC, Formula 1, the Buyer and Liberty Media, pursuant to which the parties agreed to take certain actions with respect to the acquisition, including an obligation of CVC to consent to certain transfers by Liberty Media of the initial securities and the additional securities purchased by Liberty Media pursuant to the First SPA should the Second Closing not occur; and



•

the Formula 1 articles, to be in effect at the Second Closing, which will serve as the organizational document of Formula 1.

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No Dissenters' Rights

        Stockholders of Liberty Media will not be entitled to exercise dissenters' rights or to demand payment for their shares of capital stock of Liberty Media in connection with the acquisition.

Material U.S. Federal Income Tax Consequences

        The completion of the acquisition will not be taxable to stockholders of Liberty Media for U.S. federal income tax purposes.

Accounting Treatment

        The purchase of Formula 1 by Liberty Media will be accounted for as an acquisition in accordance with accounting principles generally accepted in the United States for accounting and financial reporting purposes. Under acquisition accounting, the assets (including identifiable intangible assets) and liabilities of Formula 1 as of the acquisition date will be recorded at their respective fair values and added to those of Liberty Media. Any excess of purchase price over the fair value will be recorded as goodwill. Upon acquisition, Formula 1 will be accounted for as a wholly owned subsidiary of Liberty Media.

Regulatory Matters

        The completion of the acquisition is subject to the satisfaction or waiver of certain competition law and regulatory conditions, including the approval of various competition and antitrust authorities of the jurisdictions in which Formula 1 operates.

        Pursuant to the Second SPA, the Buyer and Liberty Media have agreed to promptly take any and all necessary steps to avoid or eliminate all impediments under any antitrust, competition or trade regulation or law that may be asserted by any governmental entity with respect to the acquisition. Although Liberty Media expects that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be obtained in a timely manner or at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the acquisition, including the divestiture of certain assets.

        For a more detailed description of the required clearances and approvals, see "—The Stock Purchase Agreements—The Second SPA—Conditions to the Completion of the Acquisition" section.

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RISK FACTORS

        In addition to the other information incorporated by reference or included in this proxy statement, including the risks identified in our Annual Report on Form 10-K filed with the SEC on February 26, 2016, as amended by our Annual Report on Form 10-K/A filed with the SEC on April 29, 2016, and the matters addressed in the section of this proxy statement entitled "Cautionary Statement Concerning Forward-Looking Statements", you should carefully consider the following risks before deciding how to vote on the proposals presented at the special meeting. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements, discussed further below in the section entitled "Cautionary Statement Concerning Forward-Looking Statements".

Risks Relating to the Acquisition

         The unaudited pro forma condensed consolidated financial statements included in this proxy statement are presented for illustrative purposes only and do not represent the actual financial position or results of operations of Liberty Media after giving effect to the acquisition.

        The unaudited pro forma consolidated financial statements contained in this proxy statement are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of Liberty Media or Formula 1 for several reasons. See the sections entitled "Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page F-83 and "Cautionary Statement Concerning Forward-Looking Statements" beginning on page 49. The actual financial positions and results of operations of Liberty Media and Formula 1 prior to the acquisition and that of Liberty Media following the acquisition may not be consistent with, or evident from, the unaudited pro forma consolidated financial statements and prospective financial information included in this proxy statement. In addition, the estimates and assumptions used in preparing the unaudited pro forma financial statements and prospective financial information included in this proxy statement may not be realized and may be affected by other factors. Any significant changes in the share price of LMCK, may cause a significant change in the pro forma financial statements.

         Liberty Media expects to incur significant costs and expenses in connection with the acquisition.

        Liberty Media expects that it will incur certain non-recurring costs in connection with the consummation of the acquisition, including advisory, legal and other transaction costs. A majority of these costs have already been incurred or will be incurred regardless of whether the acquisition is completed. While many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time, management of Liberty Media continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the acquisition. Although Liberty Media expects that the realization of benefits related to the acquisition will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.

         The announcement and pendency of the acquisition of Formula 1 could divert the attention of management and cause disruptions in the businesses of Formula 1 and Liberty Media, which could have an adverse effect on the business and financial results of both Formula 1 and Liberty Media.

        Liberty Media and Formula 1 are non-affiliated companies that are currently operated independently of each other. Management of both Formula 1 and Liberty Media may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and

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operations, and devote time and effort to consummating the acquisition. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the acquisition. These factors could adversely affect the financial position or results of operations of Liberty Media and Formula 1, regardless of whether the acquisition is completed.

         Liberty Media is subject to contractual restrictions while the acquisition is pending, which could adversely affect Liberty Media's business.

        The Second SPA imposes certain restrictive interim covenants on Liberty Media. For instance, the consent of the Sellers' Representative is required in respect of, among other things, amendments to Liberty Media's organizational documents, payments of dividends or capital reorganizations with respect to Liberty Media Group tracking stock and certain issuances of shares of Liberty Media Group tracking stock. These restrictions may prevent Liberty Media from taking certain actions before the acquisition is completed or the Second SPA is terminated, including making certain acquisitions or otherwise pursuing certain business opportunities, or making certain changes to its capital stock, that its board of directors may deem beneficial.

         Uncertainties among counterparties and employees of Formula 1 while the acquisition is pending could adversely affect the value of Formula 1 following the closing.

        Uncertainty about the effect of the acquisition could impact counterparties (including to race promotion, broadcasting, advertising, sponsorship or other commercial agreements) and employees of Formula 1 and have an adverse effect on Formula 1 and, consequently, on Liberty Media following the completion thereof. These uncertainties may impair Formula 1's ability to attract, retain and motivate key personnel until the acquisition is completed and for a period of time thereafter, and could cause Formula 1's counterparties (including to race promotion, broadcasting, advertising, sponsorship or other commercial agreements), the Teams and others who deal with Formula 1 to seek to change their existing business relationships with Formula 1. Employee retention may be particularly challenging during the pendency of the acquisition because employees may experience uncertainty about their post-closing roles. If key employees depart despite Formula 1's and Liberty Media's efforts to retain them, the value of the Formula 1 business could be harmed, and the expected benefits of the acquisition may not be realized in full.

         In order to complete the acquisition, Liberty Media along with Formula 1 must make certain governmental filings and obtain certain governmental and third party authorizations and consents, and if such filings and authorizations are not made or granted or are granted with conditions to the parties, completion of the acquisition may be jeopardized or the anticipated benefits of the acquisition could be reduced.

        The completion of the acquisition is conditioned upon, among other things, required governmental and third party authorizations having been obtained and being in full force and effect. Notwithstanding the covenants of the parties included in the transaction agreements, there can be no assurance that the parties will be able to obtain all requisite authorizations. The governmental authorities from whom some of these authorizations are required generally have broad discretion in administering the governing regulations. As a condition to authorizing the acquisition, they may seek to impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company's business after completion of the acquisition, which may delay or functionally preclude the completion of the acquisition.

        In addition, under the terms of the Second SPA, subject to certain exceptions, Liberty Media and its subsidiaries are required to accept certain conditions and agree to take certain actions imposed by governmental authorities. There can be no assurance that any such conditions, terms, obligations or restrictions will not have the effect of imposing additional material costs on Liberty Media or will not

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materially impact the business of Formula 1 following the acquisition, or otherwise adversely affect the business and results of operations of Liberty Media after completion of the acquisition.

        The completion of the acquisition is also conditioned upon the prior written confirmation, consent and approval of the FIA in connection with certain contracts material to the business of Formula 1. There can be no assurance that the consent of the FIA will be obtained.

        For a more detailed summary of the conditions that must be satisfied or waived prior to completion of the acquisition, see "Information about the Acquisition of Formula 1—The Stock Purchase Agreements—The Second SPA—Conditions to the Completion of the Acquisition".

         If the Second SPA terminates in accordance with its terms, Liberty Media will own only a minority interest in Formula 1, with no voting rights and limited liquidity and governance rights.

        The Second SPA will terminate in accordance with its terms if, among other reasons, all of the conditions to the consummation of the acquisition (other than those which by their terms are to be satisfied at the closing) have not been satisfied or waived by 11:59 p.m. (London time) on June 30, 2017. Unless the parties mutually agree to extend the term of the Second SPA, Liberty Media will own only the minority equity interest in Formula 1 it acquired under the First SPA, and, absent certain regulatory clearances, Liberty Media will not be entitled to exercise the voting rights attendant to those interests. Further, Liberty Media will not be entitled to freely transfer these interests under the terms of the existing organizational documents and shareholders agreements of Delta Topco, the holding company for Formula 1, and Liberty Media would have no right to force a liquidity event with regard to its initial investment in Formula 1.

         Failure to complete the acquisition could negatively impact the stock price and financial results of Liberty Media.

        If the acquisition is not completed for any reason, Liberty Media would be subject to negative reactions from financial markets impacting the price of Liberty Media Group tracking stock, and Liberty Media will have incurred significant transaction costs without the benefit of having completed an accretive investment. In addition, Liberty Media could be subject to the cost of litigation related to any dispute regarding an alleged failure of a closing condition or any related enforcement proceeding commenced against Liberty Media to perform its obligations under the Second SPA or any of the other transaction documents, as well as any judgment potentially obtained against Liberty Media in any such action. All of these expenses and contingencies could negatively impact the financial position and results of operations of Liberty Media.

         Liberty Media may fail to realize the potential benefits of the acquisition of Formula 1 in a timely manner or at all.

        Liberty Media believes there are significant benefits that may be realized by acquiring the Formula 1 business and leveraging Liberty Media's expertise in live events and digital monetization. However, the efforts to realize these benefits will be a complex process and may disrupt both companies' existing operations if not implemented in a timely and efficient manner. If the management teams of Liberty Media and Formula 1 are unable to minimize the potential disruption to their respective businesses and operations during this period, Liberty Media may not fully realize the anticipated benefits of the acquisition. Realizing the benefits of the acquisition may depend in part on the efficient coordination and alignment of various functions. Liberty Media may encounter difficulties, costs and delays as a result of the acquisition, including the following, any of which could harm its results of operations, businesses, financial condition and/or the price of its stock:

•

conflicts between business cultures;

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•

difficulties and delays in the coordination and alignment of business relationships and other functions of Liberty Media and Formula 1;



•

the diversion of management's attention from the normal daily operations of its business;



•

complexities associated with leveraging Liberty Media's live events and digital monetization expertise while supporting different business models;



•

potential conflicts with Formula 1 counterparties;



•

loss of key employees and disruptions among employees at Formula 1 that may result in the loss of valuable experience and capabilities and erode employee morale; and



•

failure to achieve anticipated levels of revenue, profitability or productivity for the Formula 1 business.

        Failure to implement, or problems with implementing, the post-acquisition strategy for Formula 1 may also adversely affect the trading price of any series of Liberty Media Group tracking stock.

         During the period that the Exchangeable Notes are outstanding, Liberty Media may be unable to cause Formula 1 to take certain corporate actions.

        A portion of the consideration for the acquisition will be financed the Exchangeable Notes that will be issued by the holding company for the Formula 1 business. Pursuant to the terms of the Exchangeable Notes instrument, the Noteholder representative will have veto rights over certain actions proposed to be taken by Formula 1 following the completion of the acquisition, including the termination of certain key executives, material business transactions, a change in control of Formula 1, issuances of securities and amendments to or terminations of certain material business contracts. These veto rights will expire upon the earlier of the maturity date of the Exchangeable Notes and the date the outstanding principal amount of the Exchangeable Notes is less than 30% of the outstanding principal amount issued at the closing under the Second SPA. Until the veto rights expire, Liberty Media may be unable to cause Formula 1 to take certain corporate actions that Liberty Media believes would be in the best interests of its Media Group.

         Sales (or anticipated sales) of shares of LMCK following the acquisition may negatively affect the market price of any series of Liberty Media Group tracking stock.

        In connection with the acquisition, Liberty Media will issue approximately 138 million shares of LMCK at the closing under the Second SPA, representing approximately 64.7% of the pro forma outstanding equity interest in the Media Group (based upon the number of outstanding shares on July 31, 2016 and including shares issuable upon the exchange of the approximately $351 million of Exchangeable Notes). Further, Liberty Media may issue additional shares of LMCK upon the exchange of the Exchangeable Notes. Pursuant to the shareholders agreement, Liberty Media has agreed to file a shelf registration statement on Form S-3 as soon as reasonably practicable on or following the date of the closing under the Second SPA registering all shares of LMCK issued at such closing and the maximum number of shares that may be issued upon the exchange of Exchangeable Notes. Further, Liberty Media has agreed to cooperate with the Selling Shareholders in connection with certain post-closing underwritten offerings. The shares of LMCK to be issued in the acquisition will generally be eligible for resale upon the effectiveness of such shelf registration statement, but subject to the expiration of any applicable lock-up periods. The market price of shares of any series of Liberty Media Group tracking stock could decline as a result of sales of a large number of shares of LMCK in the market after the consummation of the acquisition or even the perception that these sales could occur.

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         Following the acquisition, one or more representatives of the Selling Shareholders may be able to exercise significant influence over Liberty Media corporate transactions and other matters as a result of Liberty Media's agreement to appoint a nominee designated by the Selling Shareholders to its Board of Directors and to provide certain shareholder protections to the Selling Shareholders under the shareholders agreement.

        At the closing under the Second SPA, Liberty Media and the Selling Shareholders will enter into the shareholders agreement. The shareholders agreement provides that upon the closing under the Second SPA, Liberty Media will increase the number of members constituting its board of directors from nine to ten, and appoint a shareholder director to serve on the board of directors of Liberty Media for a term of 30 months following the date of the closing under the Second SPA. The shareholder director, along with two of Liberty Media's independent directors, will also serve on a new committee of the board of directors of Liberty Media that will review and approve certain actions by Liberty Media relating to or affecting the Media Group. Additionally, the shareholders agreement grants the shareholder representative veto rights, during the restriction period, over certain actions proposed to be taken by Liberty Media, including, with certain exceptions, the creation of other classes of stock tracking the economic performance of Formula 1 and the issuance of any equity interest relating to any series of Liberty Media Group tracking stock. The shareholders agreement further provides that Liberty Media will not combine its Media Group with another Liberty Media tracking stock group during the restriction period unless there is a change in tax law or related guidance or interpretation which is reasonably likely to result in unfavorable tax treatment to Liberty Media or its stockholders. As a result of these rights under the shareholders agreement, one or more representatives of the Selling Shareholders, who may have interests different from those of other stockholders of Liberty Media, will be able to exercise significant influence over certain matters relating to the governance of Liberty Media during the restriction period, including in certain circumstances the approval of significant corporate actions such as business combination transactions and issuances of certain securities.

         The Teams have certain governance rights under the Current Concorde Arrangements and the organizational documents of Delta Topco that may limit or, at a minimum, influence actions that Liberty Media may seek to cause Formula 1 to take.

        The Teams are entitled to certain consent rights under the Current Concorde Arrangements (as defined below), including in relation to the number of Events in a season exceeding 20 (or 17 if the number of Events that are held outside Europe, the US or Canada exceeds 60% or more of the total number of Events in that season) and the introduction of new sporting and technical regulations applying to the World Championship. Also, under the Current Concorde Arrangements, the Longest Standing Team has a consent right over certain nominees for appointment as a new chief executive of Formula 1 and certain rights with respect to the termination of the current chief executive of Formula 1. Further, the Team Agreements with McLaren and Mercedes grant the corporate parent of each of those Teams (McLaren Group Limited and Daimler AG, respectively) the right to appoint a director of Delta Topco until December 31, 2020 or the termination of the relevant Team Agreement, if earlier, and Ferrari has an equivalent right, pursuant to a provision contained in all of the Team Agreements granting that right to the longest standing Team that has competed in the World Championship for the greatest number of seasons since 1950 (the Longest Standing Team) (each such director, a Team Director). The right with respect to the Longest Standing Team is also reflected in the organizational documents of Delta Topco. The Longest Standing Team's Team Director has the right to sit on the Audit and Ethics and Nomination Committees of Delta Topco and any standing or ad hoc committees of Delta Topco established to monitor the strategic development of Formula 1's business. The Longest Standing Team's Team Director also has influence in relation to the removal or appointment of Formula 1's chief executive, by virtue of being a member of the Nomination Committee of Delta Topco. Mercedes' Team Director is currently a member of the Nomination Committee of Delta Topco, although he is not appointed by right. The interests or opinions of the Teams with regard to certain

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actions proposed to be taken by Formula 1 may differ from those of Liberty Media. In such event, the Teams may be able to block these actions or, at a minimum, cause their interests or opinions to be considered by the Delta Topco board of directors.

Risks Relating to the Formula 1 Business

         There could be a decline in the popularity of Formula 1 which may have a material adverse effect on Formula 1's ability to exploit its commercial rights to the World Championship.

        The success of Formula 1's business and its ability to profitably renew or enter into beneficial new commercial arrangements, including race promotion, broadcasting, advertising and sponsorship contracts, is largely dependent upon the continued popularity of the World Championship. Similarly, the sponsorship and other revenue generation of the Teams are dependent on such continued popularity and, if such revenues decreased, it may impact their ability or willingness to continue participating in the World Championship. The popularity of Formula 1, globally and in particular countries and regions, may be influenced by competition from any rival championship and other forms of motor sport or similar entertainment which challenge Formula 1's position and reputation as the pinnacle of world motor sport, the continued participation of the leading Teams, the perceived entertainment value of the World Championship, changes in societal views on automobiles more generally and an unfavorable economic climate which may discourage fans from attending Events or make it more difficult to expand into new markets, all of which could change rapidly and cannot be predicted. See "—Rival motor sport events could be established, involving existing Teams or different Teams, that could lead to fewer Teams and race circuits and diminish the competitive position of Formula 1." Formula 1 also faces stiff competition from other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications and other alternative sources, as well as from the availability of alternative forms of entertainment and leisure activities. Formula 1 competes for attendance, viewership and advertising with a wide range of alternatives, such as top flight soccer leagues in many of its non-U.S. markets. As a result of the large number of options available, Formula 1 faces strong competition for the attention of sports fans.

        Further, a scandal which undermines the credibility of the sport, such as a race fixing scandal, or accident could also impact the popularity of Formula 1. In particular regions, the popularity of the World Championship varies depending upon the participation and performance of drivers and Teams from that region. There is no assurance that Formula 1 will be able to compete effectively with other forms of sports or entertainment or that the World Championship will maintain its popularity either globally or in any particular country or region. Any decrease in the continued popularity of the World Championship may affect Formula 1's ability to enter into or renew race promotion, broadcasting, advertising, sponsorship or other commercial agreements which may materially and adversely affect Formula 1's business, financial condition, results of operations and prospects.

         Termination of the 100-Year Agreements could cause Formula 1 to discontinue its operations.

        The license under the 100-Year Agreements is critical to the ongoing operation of Formula 1's business. Under the 100-Year Agreements, the FIA has granted Formula 1 the exclusive commercial rights to the World Championship, including the rights to use the trademarks associated with the World Championship, until the end of 2110. See "Appendix: Business and Financial Information of Formula 1—Business—Key Commercial Agreements—100-Year Agreements" for a more detailed discussion of the 100-Year Agreements. Formula 1's rights under these agreements can be terminated by the FIA if Formula 1 materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights), undergoes an unpermitted change of control, interferes with certain of the FIA's rights under the 100-Year Agreements or experiences certain insolvency events. If Formula 1's license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could

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cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1's commercial contracts, prevent Formula 1 from exploiting the commercial rights to the World Championship and require Formula 1 to discontinue use of the World Championship trademarks and other intellectual property rights.

         Formula 1 is reliant upon certain key personnel, and Formula 1 may lose one or more of them.

        Formula 1's commercial success is dependent to a considerable extent on the abilities and reputation of Formula 1's management. The chief executive officer, Bernie Ecclestone, is the original owner of Formula 1 and was personally responsible for the commercialization of Formula 1 during the 1980s. The recently appointed Chairman Chase Carey has a wealth of experience over many decades in the media sector. In addition, the chief financial officer, Duncan Llowarch, and the General Counsel, Sacha Woodward Hill, have 19 years and 20 years of experience in Formula 1, respectively. The success of the business to date has depended to a significant extent on Mr. Ecclestone, who is currently 86 years old and has been responsible for the growth and strategic development of Formula 1. While Formula 1 has the benefit of a strong management team and contracted revenues which provide Formula 1 stability in the near term, the voluntary departure of key personnel could disrupt Formula 1's operations and have a material adverse effect on Formula 1's business and results of operation.

         Mr. Ecclestone has been the subject of certain legal proceedings in the U.K., and elsewhere, which could damage Mr. Ecclestone's reputation and potentially the reputation of Formula 1 with the public as well as governmental agencies.

        In 1999, Her Majesty's Revenue and Customs (HMRC) in the UK commenced investigations into the tax affairs of Mr. Ecclestone and his then wife, which were concluded in 2008 by a settlement agreement. In 2012, Mr. Ecclestone was notified by HMRC that it was opening an investigation into his tax affairs (the Tax Inquiry). In December 2014, HMRC purported to repudiate the settlement agreement reached with Mr. and Mrs. Ecclestone in 2008 on grounds of fraudulent misrepresentation, which Mr. Ecclestone denies, and HMRC levied on Mr. Ecclestone tax assessments totaling approximately £1 billion, most of which Mr. Ecclestone disputes and which remains unpaid (with the agreement of HMRC) pending the outcome of the litigation Mr. Ecclestone has brought against HMRC in the High Court in London to challenge its repudiation of the 2008 settlement. HMRC's investigation of Mr. Ecclestone's tax affairs is ongoing.

        In addition, in the past, Mr. Ecclestone has been subject to certain criminal and civil proceedings with regard to specified actions he has taken, or was alleged to have taken. Criminal proceedings in Germany against Mr. Ecclestone were abandoned without a finding of guilt following the payment by him of sizable amounts to the relevant state and a charity. Civil proceedings brought against him in the U.K. were dismissed, although the Judge made an adverse finding about some aspects of Mr. Ecclestone's conduct. Civil proceedings brought against Mr. Ecclestone, Formula 1 and others in New York were dismissed for lack of jurisdiction and the claimant has not pursued the matter elsewhere. Another set of civil proceedings involving Mr. Ecclestone remains pending in the U.K. Except for the dismissed claim in New York, Formula 1 has not been a party to any of these proceedings and there have been no judgments or legal findings of fault against Formula 1 in any of these proceedings.

        Given the inherent unpredictability of the Tax Inquiry or litigation in general, and that Formula 1 has little knowledge of Mr. Ecclestone's personal finances and dealings, any future findings of, or sanctions or publicity from, any such proceeding could result in Mr. Ecclestone's reputation being damaged or Formula 1's board of directors or shareholders deciding that Mr. Ecclestone should step down as Formula 1's chief executive officer or director either permanently or until certain issues have been resolved or clarified, any of which could materially and adversely affect Formula 1's business and

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prospects. In addition, no assurance can be given (i) that relevant authorities or other third parties will not take actions with regard to these matters or any others not known at this time and (ii) that if any such actions are taken that they will not have an adverse impact on Formula 1.

         The Teams may, in certain circumstances, terminate their existing commitment to participate in the World Championship until (and including) 2020 or breach their obligations and withdraw.

        Formula 1's ability to effectively stage the World Championship depends on the ongoing involvement of its participants. Pursuant to individual Team Agreements, each of the current 11 Teams have committed to participate in the World Championship until December 31, 2020, subject to earlier termination upon the occurrence of certain events. Formula 1 cannot provide assurance that any of the Teams will commit to participate in the World Championship beyond 2020, or that the FIA will renew the Current Concorde Arrangements under the 2013 Concorde Implementation Agreement beyond 2030. If any of the current Teams cease to participate in the World Championship, Formula 1 may attempt to encourage new entrants to the World Championship, however, there is no assurance Formula 1 will be able to do this. If such Teams were not replaced, it could result in fewer competitors in the World Championship as compared to recent seasons which may impact the perceived entertainment value of Events. In addition, any negotiation for an extension to the term of the Team Agreements or the Concorde Arrangements could result in less favorable terms to Formula 1.

        Even if a Team has committed to participate in the World Championship it may be able to exercise termination rights under its Team Agreement in certain circumstances and withdraw. For additional information regarding the agreements with the Teams, see "Appendix: Business and Financial Information of Formula 1—Business—Key Commercial Agreements—Current Concorde Arrangements". It is also possible that Teams could form a rival motor sport series.

        A lesser number of teams may reduce the popularity of Formula 1 which may affect its ability to enter into or renew race promotion, broadcasting, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1's business, financial condition, results of operations and prospects.

         The FIA may take actions which are not in Formula 1's interest.

        The FIA is the governing body of the World Championship and a party to the 100-Year Agreements and the 2013 Concorde Implementation Agreement. In its capacity as the governing body of the World Championship, the FIA must place safety and other sporting concerns over Formula 1's commercial interests. As a result, the FIA may take actions with respect to safety and sporting standards and regulations which conflict with Formula 1's interests as the commercial rights holder, including by increasing the cost to Teams of participating in the World Championship, diminishing the visual and sonic spectacle of Events, imposing fines on or excluding Teams, cancelling or delaying an Event, withholding approval for the staging of an Event, a new circuit or Formula 1's proposed season calendar or establishing regulations without the support of the Teams. As a party to the 100-Year Agreements and the 2013 Concorde Implementation Agreement, the FIA has certain rights and limitations and the exercise or purported exercise of the FIA's rights thereunder may conflict with Formula 1's interests. Any actions taken by the FIA which conflict with Formula 1's interests may adversely impact Formula 1's operations and revenue.

         Formula 1 may be subject to enforcement actions under competition laws.

        As further described in "Appendix: Business and Financial Information of Formula 1—Business—Regulatory Matters-Competition Laws", following an investigation by the European Commission (EC) in 1999 in relation to Formula 1's compliance with competition laws, Formula 1 modified certain of its business practices and changed the terms of a number of Formula 1's commercial contracts. Following

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these modifications and changes, the EC issued two comfort letters to Formula 1 in October 2001 stating that Formula 1 was no longer under investigation. Comfort letters are not binding on the EC and if it believes there has been a material change in circumstances, it could take further enforcement action. The EC issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing its comfort letters and that it had ended its monitoring of Formula 1's compliance. In adopting practices and concluding commercial contracts (including as to contracts with broadcasters (and the manner in which these rights are offered), contracts with Teams and contracts with promoters), Formula 1 takes into account the modified practices that formed the basis of the EC's comfort letters.

        Formula 1 is also required to comply with general European Union and national competition laws, which require Formula 1 at all times to ensure its business practices and agreements are consistent with the operation of competitive markets. Failure to comply with the relevant practices, terms, laws and rules can give rise to challenges by the EC, national competition regulators and other interested parties. In addition, they could cause or deem certain of Formula 1's commercial contracts (including the Team Agreements) to be unenforceable in whole or in part and/or require various terms (including duration, scope and exclusivity) to be modified, and/or Formula 1 could be liable for damages or other sanctions.

        Formula 1 has sought to adopt practices and conclude commercial contracts that take into account competition law as it applies to the specific nature of Formula 1's sporting and entertainment businesses, Formula 1's role within those businesses and the roles of the counterparties to Formula 1's commercial contracts. However given the uncertainty of the law in this area, and the possibility of third parties instigating action, there is a risk of further EC investigations, challenges or proceedings against Formula 1. For example, two Teams made a complaint against Formula 1 to the EC in September 2015 regarding the distribution of the Prize Fund and current sporting governance arrangements (though Formula 1 rejects the complaint as being without merit and believes it is in any event, a commercial dispute and not one that involves any breach of competition law). For the reasons set out above, no assurance can be given that there will be no further EC investigation, challenge or proceeding.

        Any of the foregoing could materially and adversely affect Formula 1's business, financial condition, results of operations and prospects.

         Formula 1 may be adversely affected by a global deterioration in economic conditions or changes in or declines in consumer and corporate spending.

        While Formula 1's contracted revenue from race promoters, broadcasters and advertisers and sponsors have not historically been immediately affected by an economic downturn, aspects of Formula 1's business, in particular Formula 1's advertising and sponsorship, hospitality, support series, transport and travel businesses, are dependent on general economic conditions and/or consumer and corporate spending. Formula 1's advertising and sponsorship and hospitality businesses are more immediately vulnerable to an economic downturn and a reduction in corporate spending due to the discretionary nature of those services and for advertising and sponsorship, the shorter duration of those contracts. The impact of an economic downturn is likely to have the largest initial impact on Formula 1's hospitality business. If an economic downturn adversely affects race promoters, broadcasters, advertisers and sponsors, Formula 1's ability to renew or enter into new contracts on favorable terms with them could be impacted which could result in a loss of revenues and may materially and adversely affect Formula 1's business, financial condition, results of operations and prospects.

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         Formula 1 may be unable to renew or replace on favorable terms one or more of Formula 1's race promotion, broadcasting or advertising and sponsorship contracts.

        Formula 1's race promotion, broadcasting and advertising and sponsorship contracts typically have terms of five to seven years, three to five years and three to five years, respectively, but may on occasion be of longer duration. When these contracts expire, Formula 1 may not be able to renew or replace them with contracts on similar terms or at all. Formula 1's ability to renew or replace its contracts on similar terms, or at all, is dependent on a number of factors which Formula 1 may not be able to control or predict including the popularity of Formula 1, the value of live sports rights generally, relevant regulations, economic conditions in the relevant countries and the spending capacity and priorities of Formula 1's counterparties. Additionally, many of Formula 1's race promotion and broadcasting contracts are directly or indirectly with, or guaranteed by, governmental bodies or agencies and a change in their spending capacity or priorities could impact Formula 1's negotiations with them. A failure to renew or replace Formula 1's existing contracts on similar or improved terms could result in, among other things, the payments Formula 1 receives decreasing, the term of the contracts being shortened, termination rights being granted to Formula 1's counterparties and other contractual terms and conditions being introduced which could materially and adversely affect Formula 1's business, financial condition, results of operations and prospects.

         Formula 1 is exposed to credit-related losses in the event of non-performance by counterparties to Formula 1's key commercial contracts.

        Future payments under Formula 1's core commercial contracts, including Formula 1's race promotion, broadcasting and advertising and sponsorship contracts are typically made periodically over the course of several years. Formula 1's ability to generate cash flow is heavily dependent on collecting amounts owed to it under these contracts. A change in the credit quality of one or more of Formula 1's counterparties over the term of their contract with Formula 1 may increase the risk of non-payment. Certain of Formula 1's counterparties are directly or indirectly governments or agencies thereof, some of which have recently experienced a deterioration in their credit quality. Formula 1 may also generally experience difficulties or be unable to recover payments owed to it by governments or agencies thereof because of their sovereign or semi-sovereign status. Additionally, an appreciation of the US dollar against the functional currencies of Formula 1's counterparties increases the risk of non-payment. See "—Fluctuations in the value of the US dollar against the functional currencies of Formula 1's business and Formula 1's counterparties' business could adversely affect Formula 1's profitability." The failure of one or more of Formula 1's counterparties to pay outstanding amounts owed to it could have a material adverse effect on Formula 1's cash flows and results of operation.

         Potential challenges by tax authorities in the jurisdictions in which Formula 1 operates could adversely affect Formula 1's financial results and position.

        Formula 1's taxes are based upon the applicable tax laws and tax rates in effect in the jurisdictions in which it operates and upon the nature of Formula 1's business arrangements and activities with and in such jurisdictions. When computing its tax obligations in these jurisdictions, Formula 1 endeavors to apply national and international tax rules consistently and in accordance with generally accepted interpretations and practice. However, such rules, and their application to Formula 1's business, may not be entirely clear in all cases and may be interpreted differently by the applicable tax authorities. There can be no assurance that, upon review of Formula 1's positions, the applicable tax authorities will agree with such positions. If a tax authority successfully challenges Formula 1's positions with respect to its business arrangements, intercompany pricing policies, or the taxable presence of subsidiaries in certain jurisdictions, or if Formula 1 loses a material tax dispute in any jurisdiction, then Formula 1 may be exposed to additional tax liabilities and penalties, which may adversely affect its financial condition, results of operations and prospects.

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         Changes in tax laws could adversely affect Formula 1.

        Formula 1 operates in various jurisdictions and is subject to changes in applicable tax laws, treaties, or regulations in those jurisdictions. A material change in the tax laws, treaties, or regulations, or their interpretation, of any jurisdiction with which Formula 1 does business, or in which Formula 1 has significant operations, could adversely affect Formula 1. For example, the UK government announced in early 2016 that it intends to further limit the tax relief for interest expense available to UK companies, effective April 1, 2017. Although the UK government has published detailed consultation documents regarding the proposed changes, draft legislation is not publicly available. Depending on the final form of the legislation, the new rules could reduce significantly the amount of Formula 1's interest expense that qualifies as tax deductible. These changes could adversely affect Formula 1's financial results and position.

        In addition, the Organization for Economic Co-Operation and Development (the OECD) published in July 2013 an action plan on base erosion and profit shifting (BEPS) that seeks to reform the taxation of multinational companies. In October 2015, the OECD released final reports on the focus areas in its action plan on BEPS. These final reports recommend changes to domestic laws, the OECD model tax convention, and the OECD transfer pricing guidelines. In addition, they propose to accelerate the incorporation of recommended income tax treaty changes into existing bilateral treaties through a multilateral convention to be entered into by interested countries. Although any recommendations made by the OECD are not themselves changes in tax law, those recommendations may result in changes in tax law, including countries taking unilateral action that may be uncoordinated, create double taxation, and increase controversy, which could adversely affect Formula 1.

         Formula 1 may face difficulties expanding into new markets, including as a result of being unable to attract race promoters for new Events.

        Formula 1 has recently staged Events in a number of new markets and intends to explore further opportunities for expansion. Attracting the relevant race promoters to the World Championship in these markets on terms that are attractive to Formula 1 will be largely dependent on the popularity of the Formula 1 brand in these markets and Formula 1's perceived ability to deliver the benefits that race promoters desire, such as publicity for the host city/region, economic impact or tourism. See "—There could be a decline in the popularity of Formula 1 which may have a material adverse effect on Formula 1's ability to exploit its commercial rights to the World Championship." Additionally, Formula 1 may have difficulties entering into agreements with race promoters that have the necessary resources and experience to obtain all the necessary FIA, governmental and sporting approvals and successfully stage an Event. Events in new markets also require significant investments in circuit infrastructure and other administrative costs by Formula 1's race promoters which may not be recouped and may generate fees below those received from Formula 1's Events staged in more developed markets. In addition, under the Team Agreements, the consent of a majority of certain Teams is required if there are more than 20 Events in a season or more than 17 Events are held in a season and the number of Events that are held outside Europe, the US or Canada exceeds 60% or more of the total number of Events in that season. See "Appendix: Business and Financial Information of Formula 1—Business—Key Commercial Agreements—Team Agreements". Also, under the 100-Year Agreements as amended by the 2013 Concorde Implementation Agreement, Formula 1 must obtain the FIA's approval to stage more than 25 Events (or beginning in 2031, more than 17 Events unless the FIA and Formula 1 make a new agreement on this point), and there is no assurance such approval will be obtained.

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         Formula 1's business is subject to laws and regulations including with respect to advertising, broadcasting and the environment, and changes in and judicial interpretations of such laws and regulations could have a material adverse effect on Formula 1.

        Formula 1's business is subject to laws and regulations including advertising, broadcasting, environmental and health and safety laws and regulations. Such regimes are subject to periodic governmental review, legislative initiatives and judicial interpretations, any of which could adversely affect Formula 1's business and its profitability. A substantial part of Formula 1's, broadcasters' and the Teams' revenues come from advertising or sponsorship contracts. If new restrictions or bans on advertising specific products or services which are advertised in Formula 1 are introduced, it may reduce Formula 1's advertising and sponsorship revenues or advertising revenues of Formula 1's broadcasters and the Teams which in turn may reduce the value of Formula 1's broadcasting contracts and impact the Teams' desire to continue participating in Formula 1. For example, advertising of alcohol is restricted in certain countries where Events are held, such as Malaysia. Advertising laws could also be introduced which prevent the broadcast of images which include a restricted brand, thereby preventing Formula 1 from licensing the television rights in an affected country. Additionally, as Formula 1 expands into new markets, local customs, practices and cultural sensitivities may require Formula 1 and the Teams to restrict advertising certain products even if not required by law. Broadcasting laws could be introduced which require that Events be broadcast only on free-to-air television which would prevent Formula 1 from entering into pay television contracts in the relevant jurisdiction. Additionally, judicial decisions or other governmental action could interfere with the manner in which Formula 1 exploits its broadcasting rights, including in relation to Formula 1's segmentation of such rights among different geographic regions. Environmental laws could also be introduced which place limits on engine design and Event activities. Motor sport has also been banned in certain countries. For example, Switzerland banned motor sport from 1955 to 2007 following an accident at the 24 Hours of Le Mans that killed spectators and a driver. A ban on motor sport in any country where Formula 1 holds an Event could result in a reduction in Formula 1's revenues and as a consequence, may materially and adversely affect Formula 1's business, financial condition and prospects.

         Events beyond Formula 1's control may cause one or more events to be cancelled or postponed or prevent Formula 1 from providing an international television feed, each of which could result in the loss of revenues under Formula 1's commercial contracts.

        An Event may have to be postponed or cancelled, or Formula 1 may be unable to provide an international television feed of an Event, due to factors beyond its control, including an inability to transport Formula 1's and the Teams' equipment to an Event, power failures, cancellation of large-scale public events by a competent authority due to a security or terrorism risk or outbreak of disease, which could result in the loss of revenues under Formula 1's commercial contracts. The most recent cancellation was the Bahrain Grand Prix in 2011 which was cancelled due to civil unrest. If the cancellation of an Event is due to a force majeure event (such as the outbreak of war or civil unrest) that occurs prior to the scheduled commencement of scrutineering and sporting checks (which typically takes place on the Thursday immediately prior to the race or Wednesday at the Grand Prix de Monaco), the race promoter is not required to pay Formula 1 the race promotion fee for that Event. Typically, Formula 1's broadcast contracts include a provision to reduce the fee payable to Formula 1 if there are fewer than 15 Events in a season for reasons other than a force majeure event. However, if an Event were to be cancelled due to the race promoter failing to meet its obligations under the race promotion contract, then Formula 1 may be entitled to indemnification from the race promoter for any lost broadcasting revenue. If an Event is not held, cancelled or does not receive international television coverage (for example, as a result of a technical problem), Formula 1's fees under the relevant advertising and sponsorship contract are likely to be reduced unless the advertising and sponsorship contract allows Formula 1 to substitute another Event for the cancelled Event and Formula 1 does so.

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If an Event is cancelled, Formula 1 will also be required to refund amounts paid for tickets to the Formula 1 Paddock Club (the Paddock Club), the principal high end corporate hospitality offering at certain Event weekends.

         Accidents during Events may cause losses that are not covered by insurance, disrupt an Event and cause Formula 1 reputational damage.

        Racing accidents occur in Formula 1. The last racing accident to cause the death of a driver was in 2014 at the Japanese Grand Prix and there have also been two fatalities involving race marshals since 1994. Fatal accidents, particularly if they involve public spectators, could damage the reputation of Formula 1 and decrease its popularity, any of which could have a material adverse effect on Formula 1. Accidents can also result in the cancellation of a practice or qualifying session or a race. Additionally, persons harmed in any accident could seek compensation from Formula 1. Formula 1 and its promoters purchase insurance coverage for each Event. However, there can be no assurance that such insurance policies will provide adequate coverage at all times and in all circumstances. If Formula 1 is held liable for damages beyond the scope of the insurance coverage available to Formula 1 (including the insurance contract procured by the race promoter to include coverage for Formula 1), Formula 1's business, financial condition and results of operations could be materially and adversely affected.

         Terrorist acts during Events may cause Formula 1 damage and losses that are not covered by insurance.

        Formula 1 is a high profile sport with a global fan base and Events are attended by a large number of spectators. An Event, like any other major sporting event, could be the target of an actual or threatened terrorist act, either of which could disrupt Formula 1 and lead to the cancellation of Events, increase security requirements and result in a decline of spectator attendance at Events. Additionally, persons harmed in any terrorist act may attempt to seek compensation from Formula 1. The general risk of a terror attack has increased recently in a number of the countries in which Events are held. Formula 1 purchases annual insurance policies covering all Events, and individual race promoters purchase insurance coverage for their own Events under which Formula 1 is also covered, which provide coverage for third party liability covering personal injury, equipment and property damage. However, there can be no assurance that this insurance will be adequate at all times and in all circumstances. Terrorism is expressly excluded from the public liability coverage arranged by the race promoters, although Formula 1's own insurance policies cover both its broadcast and Event systems equipment and its employer and public liabilities exposures for terrorism risks. If Formula 1 is held liable for damages beyond the scope of the insurance coverage (its own and that arranged by the race promoter) and/or is unable to obtain indemnification from the relevant insurer(s), Formula 1's business, financial condition and results of operations could be materially and adversely affected.

         Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1, or a Team's primary engagement in motor sport being in another motor sport event, either of which could diminish the competitive position of Formula 1.

        In the future, it is possible that a rival motor racing series similar to Formula 1 could be established, involving existing Teams and/or different teams or an existing motor sport event could become more popular and become a rival series to Formula 1. Such a rival series could lead to fewer Teams and race circuits in Formula 1, reduce the budget that a Team is willing to spend on its participation in Formula 1, or diminish the competitive position of Formula 1 and have a material adverse effect on Formula 1's results of operations and business. In addition, certain of Formula 1's commercial contracts could be terminated if Formula 1 ceased to be the premier motor racing series for open wheel single-seater cars. Pursuant to individual Team Agreements, each of the 11 Teams have committed to participate in the World Championship until December 31, 2020. If a rival motor racing

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series is established (or if an existing series develops into a rival series), this may reduce the popularity of Formula 1 leading to a decline in the value of Formula 1's commercial contracts which may materially adversely affect Formula 1's business, financial condition, results of operations and prospects. See "—There could be a decline in the popularity of Formula 1 which may have a material adverse effect on Formula 1's ability to exploit Formula 1's commercial rights to the World Championship" and "—The Teams may, under certain circumstances, terminate their existing commitment to participate in the World Championship until (and including) 2020 or breach their obligations and withdraw."

         Changes in consumer viewing habits and the emergence of new content distribution platforms could adversely affect Formula 1's business.

        The manner in which consumers view televised sporting events is changing rapidly with the emergence of alternative distribution platforms. Digital cable, internet and wireless content providers are continuing to improve technologies, content offerings, user interface, and business models that allow consumers to access video-on-demand or internet-based tools with interactive capabilities including start, stop and rewind. Formula 1's exclusive commercial rights place no limits on the platforms on which it can operate, including online. However, such developments may impact the profitability or effectiveness of Formula 1's existing licensing practices and there is no guarantee that Formula 1 will be successful in adapting its licensing practices and/or media platform as consumer viewing habits change. If Formula 1 is unsuccessful in adapting its licensing practices and/or media platform as consumer viewing habits change, Formula 1's viewership levels (whether on traditional or new platforms) may decrease and/or its licensing practices may become less profitable leading to the possibility of a reduction in the value of its broadcasting and advertising and sponsorship contracts. Any reduction in the value of Formula 1's commercial rights and/or contracts may materially and adversely affect its revenues, business, financial condition, results of operations and prospects. While Formula 1's monetization of its television rights has increased in recent years, there can be no assurance that such increases will continue or that Formula 1's level of such monetization will be comparable to that of other sporting events.

         If confidential information regarding Formula 1's business arrangements is disclosed or leaked, it could affect Formula 1's relationships with counterparties and/or Teams and result in less favorable commercial contracts and adversely affect Formula 1's business.

        The success of Formula 1's business depends on maintaining good relationships with Formula 1's counterparties (including race promoters, broadcasters, advertisers and sponsors) and the Teams and entering into race promotion, broadcasting, advertising and sponsorship and other commercial contracts on favorable terms. If confidential information regarding Formula 1's business arrangements with its counterparties and/or the Teams were to be disclosed or leaked, it could harm Formula 1's relationships with those parties and result in less favorable terms in its commercial contracts, including with respect to pricing and adversely affect its business, results of operation, financial condition and prospects.

         Formula 1 depends on trademarks, copyrights and intellectual property.

        Formula 1 relies on certain trademarks, copyrights and other intellectual property to protect its rights, including its brands, logos and television footage. The existence of complex factual and legal issues may give rise to uncertainty as to the validity or subsistence, scope and enforceability of a particular trademark, copyright or other intellectual property or contractual right in a particular jurisdiction. While historically Formula 1 has been widely transmitted by free-to-air television which reduced its attractiveness as a target for piracy and other infringement, Formula 1 is increasingly transmitted by pay TV operators that are greater targets for piracy. In any event, Formula 1's intellectual property, and in particular the Formula 1 brand (including the F1 logo) and television footage are potential targets for counterfeiting, piracy and other infringement. New technologies such

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as the convergence of computing, communication, and entertainment devices, the falling prices of devices incorporating such technologies, increased broadband internet speed and penetration and increased availability and speed of mobile data transmission have made the unauthorized digital pirating and distribution of televised sporting events easier and faster and enforcement of intellectual property rights more challenging. The unauthorized use of intellectual property in the entertainment industry generally continues to be a significant challenge for intellectual property rights holders. If Formula 1 is unsuccessful in preventing widespread piracy and illegal live streaming of Events in the future, these activities could result in lost revenues and a reduction in the value of Formula 1's broadcasting rights which may materially and adversely affect Formula 1's business, results of operation, financial condition and prospects.

         The terms of Formula 1's indebtedness may limit its financial and operating flexibility.

        Covenants contained in the agreements governing Formula 1's credit facilities will restrict the ability of its subsidiaries to, among other things:

•

incur or guarantee additional indebtedness or be a creditor in respect of financial indebtedness;



•

pay dividends, redeem their share capital, purchase capital stock, make investments or other restricted payments;



•

make any payment in respect, or on account of, indebtedness owing to Delta Topco;



•

in certain circumstances, make any payment or distribution to another of Formula 1's subsidiaries in respect, or on account of, intra-group debt;



•

issue or sell capital stock;



•

acquire assets or make investments;



•

sell assets (including capital stock of subsidiaries);



•

create liens;



•

enter into sale and leaseback or finance lease transactions;



•

acquire an interest in or invest in any joint venture;



•

enter into transactions with shareholders or affiliates except on arm's length terms for full market value, including in relation to the provision of goods or services;



•

enter into any contractual or similar restriction which restricts their ability to pay dividends or other distributions, make loan repayments or loan interest payments or make loans including restrictions that restrict them from paying dividends to Delta Topco;



•

effect a consolidation or merger;



•

amend material commercial contracts;



•

enter into derivative transactions in respect of exposures which are unconnected to Formula 1's credit facilities; and



•

in addition, those covenants restrict certain holding companies in Formula 1 from trading, carrying on business, owning assets or incurring liabilities.

        Formula 1 may also be required to repay its credit facilities upon the occurrence of certain events and Formula 1 cannot give any assurance that it will be able to finance such a repayment. Failure to comply with an obligation to repay the credit facilities would result in an event of default which could have a material adverse effect on Formula 1.

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        These restrictive covenants could limit Formula 1's ability to pursue Formula 1's growth plans, restrict Formula 1's flexibility in planning for, or reacting to, changes in Formula 1's business and industry and increase Formula 1's vulnerability to adverse economic and industry conditions. Formula 1 may enter into additional financing arrangements in the future, which could further restrict Formula 1's flexibility.

         A change of control is (subject to certain exceptions) an event of default under Formula 1's principal credit facilities (the "Facilities Agreements"). Upon the occurrence of a change of control that is not permitted, if a waiver of the event of default cannot be obtained and/or the outstanding debt cannot be repaid the event of default could have a material adverse effect on Formula 1's business, results of operation, financial condition and prospects.

        Formula 1 cannot control whether a change of control which is not permitted will occur. Under the Facilities Agreements, a change of control occurs where a person or a group of persons under common control (other than a person owning more than 5% of Delta Topco as at August 8, 2014) gains the right to exercise more than 50% of the voting rights exercisable in a general meeting of Delta Topco. A change of control which is not permitted is (subject to certain exceptions) an event of default under the Facilities Agreements, entitling the lenders to, amongst other things, demand repayment of the debt under the Facilities Agreements. An event of default under a Facilities Agreement may be waived by the "Majority Lenders" under the applicable Facilities Agreement, which is defined as a simple majority by loan commitment value. On a change of control which constitutes an event of default, Formula 1 would need to obtain a waiver of the event of default and/or refinance the outstanding debt. While amendments to the Facilities Agreements have been made to ensure that the impending change of control that would occur upon completion of the Second Closing is permitted under the Facilities Agreements, if a further change of control occurs which is not permitted and Formula 1 cannot obtain a waiver of the event of default and/or refinance the outstanding debt, the event of default could have a material adverse effect on Formula 1's business, results of operation, financial condition and prospects.

         Fluctuations in the value of the US dollar against the functional currencies of Formula 1's business and Formula 1's counterparties' business could adversely affect Formula 1's profitability.

        In 2015, a significant proportion of Formula 1's revenues and costs were denominated in US dollars. Formula 1 also operates in a number of other currencies, most notably the pound sterling and Euro. There may be a mismatch between the amount of a local currency Formula 1 generates in revenues and incurs in expenses. Our financial statements translate local currency transactions into US dollars. Formula 1 uses derivatives to hedge its exposure to foreign currency risk. See "Appendix: Business and Financial Information of Formula 1—Quantitative and Qualitative Disclosures about Market Risk". There is no assurance that such measures will be successful and fluctuations in the value of the US dollar against Formula 1's functional currencies could affect its profitability. Additionally, most payments Formula 1 receives from Formula 1's counterparties under Formula 1's commercial contracts are denominated in US dollars while their revenues are typically denominated in other currencies, most notably the Euro or the local currency in the country where the relevant Event is held. An appreciation of the US dollar, against the functional currencies of Formula 1's counterparties whose revenues are denominated in a currency other than US dollars, increases the cost of their payments to Formula 1 in their functional currencies and the risk that they will not make their payments to Formula 1 or cause them to request Formula 1 to enter into a new contract with such counterparty, which could affect Formula 1's profitability and financial position. See "—Formula 1 is exposed to credit-related losses in the event of non-performance by counterparties to Formula 1's key commercial contracts".

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Certain statements in this proxy statement or in the documents incorporated by reference constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the business strategies, market potential, future financial performance and acquisition of Formula 1, the expected benefits of the acquisition of Formula 1, other potential third party investments in Formula 1, Formula 1's business and other matters that are not historical facts. In particular, information included under "Risk Factors," "Information about the Formula 1 Acquisition" and "Appendix: Business and Financial Information of Formula 1" contain forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

        These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this proxy statement, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein or therein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in "Risk Factors" and other cautionary statements contained or incorporated in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF LIBERTY MEDIA

        The following table sets forth our historical financial data as of September 30, 2016, and for the nine months ended September 30, 2016 and 2015, and for each of the years in the five-year period ended December 31, 2015, 2014, 2013, 2012 and 2011. The following information is qualified in its entirety by, and should be read in conjunction with, our audited financial statements and notes thereto for the periods presented that are included in our Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated by reference herein. See "Where You Can Find More Information".

Summary Balance Sheet Data:

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Summary Statement of Operations Data: