Liberty Media in $1 Billion Cash Settled Convertible Note Offering and Related Hedge and Warrant Transactions

Cleary Gottlieb acted as counsel to the initial purchasers, led by Citigroup, Morgan Stanley and J.P. Morgan, in Liberty Media Corporation’s Rule 144A offering of $1 billion principal amount of its 1.375% Cash Convertible Senior Notes due 2023. Cleary Gottlieb also represented affiliates of certain initial purchasers as counterparties to Liberty Media in contemporaneous convertible note hedge transactions and warrant transactions. The offering (including exercise in full of the initial purchasers’ option to purchase additional notes) closed on October 17, 2013.

Liberty Media is a publicly traded holding company operating through its subsidiaries and equity affiliates, which are primarily engaged in the media, communications and entertainment industries. Liberty Media’s subsidiaries include SiriusXM, the Atlanta Braves and TruePosition and its equity affiliates include Charter Communications and Live Nation Entertainment.