Debevoise Advises the Special Committee of SiriusXM in the Combination of SiriusXM and Liberty Media’s Liberty SiriusXM

12 December 2023

Debevoise & Plimpton LLP is advising the Special Committee of the Board of Directors of Sirius XM Holdings Inc. (NASDAQ: SIRI) in its agreement with Liberty Media Corporation (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) to combine SiriusXM with Liberty Media’s Liberty SiriusXM tracking stock group (NASDAQ: LSXMA, LSXMB and LSXMK) (collectively, “LSXM”). The transaction will create a new public company (“New SiriusXM”), which will continue to operate under the SiriusXM name and brand. For more information, please see the company’s press release.

The transaction will be effectuated by means of a redemptive split-off of a newly formed subsidiary of Liberty (“SplitCo”), which will own all of the assets and liabilities attributed to LSXM. SplitCo will then combine with SiriusXM to form New SiriusXM, which will have a single outstanding series of common stock, and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol “SIRI”.

SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses. Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses.

The Debevoise team is led by M&A partners Michael Diz, William Regner and Katherine Durnan Taylor and includes associates Hadel Alfagir, Heidi Case, Marisa Demko, Sarah Jacobson, Katrina Kaczynski and Tanaya Sanyal, finance partner Jeffrey Ross, associate Adam Silverwood and law clerk Shefit Koboci, executive compensation and employee benefits partner Jonathan Lewis and associate Matthew Ryan, capital markets partner Steven Slutzky and associate Paul Lowry, and tax partners Michael Bolotin and Peter Furci, counsel Ben Lee Friedman, associate Sabrina Hsieh and law clerk Charlie Daley.