Liberty Media Corporation Proposes Combination with Sirius XM Holdings Inc.

Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that it communicated a proposal to the Special Committee of the Board of Directors (the “Special Committee”) of Sirius XM Holdings Inc. (Nasdaq: SIRI) (“SiriusXM”), which outlined the terms of a proposed combination of the Liberty SiriusXM tracking stock group (“LSXM”) with SiriusXM to form a new, consolidated public company (“New SiriusXM”).

In the proposed transaction, Liberty would separate LSXM by means of a redemptive split-off of a newly formed subsidiary of Liberty (“SplitCo”), which would own all of the assets and liabilities attributed to LSXM. In the split-off, holders of each series of LSXM common stock would receive a number of shares of a single series of common stock of SplitCo calculated based upon each underlying share of SiriusXM common stock held by SplitCo being exchanged for 1.05 shares of common stock of New SiriusXM. SplitCo would then combine with SiriusXM to form New SiriusXM, with the minority shareholders of SiriusXM receiving shares in New SiriusXM on a one-for-one basis. In addition, the minority shareholders of SiriusXM would receive a pro rata cash payment calculated based on the amount of the outstanding net debt of LSXM effectively assumed by New SiriusXM in the proposed transaction. New SiriusXM would have a single outstanding series of common stock, with each share entitling the holder thereof to one vote per share. By way of example, based on recent outstanding share counts, holders of LSXM common stock would receive 10.3 shares of New SiriusXM common stock for each share of LSXM common stock held at closing, and, based on the projected outstanding principal amount of LSXM net debt at year end, the minority shareholders of SiriusXM would receive 1 share of New SiriusXM common stock plus $0.55 in cash for each share of SiriusXM common stock held at closing. The minority shareholders of SiriusXM would collectively own approximately 16% of New SiriusXM, and the former holders of LSXM common stock would collectively own approximately 84% of New SiriusXM.

“Liberty’s proposal rationalizes the dual corporate structure between LSXM and SiriusXM and provides value to all shareholders with a more flexible and attractive currency in New SiriusXM,” said Greg Maffei, Liberty President & CEO. “SiriusXM minority shareholders will also benefit from enhanced trading dynamics, including increased liquidity and likelihood of future index inclusion. We are excited about the prospects for New SiriusXM and look forward to remaining meaningfully invested in the business. This simplified structure will also allow management to better focus on its strategic priorities, drive the company’s continued growth and simplify the investor relations story.”