This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Liberty Media Corp with the SEC on April 1, 2024, announcing the signing of the acquisition agreement. Liberty Media will acquire 86% of MotoGP, with MotoGP management retaining approximately 14% of equity in the business; existing debt at MotoGP was expected to remain in place after closing. The acquisition was expected to complete by year-end 2024, subject to competition and foreign investment approvals in multiple jurisdictions.
On financial advisory, Goldman Sachs & Co. LLC acted as financial advisor to Liberty Media and was also providing committed debt financing for the transaction, while Moelis & Company LLC acted as financial advisor to Dorna, the target being sold by Bridgepoint and CPP Investments.
On legal advisory, O'Melveny & Myers LLP served as legal counsel to Liberty Media, and Latham & Watkins LLP served as legal counsel to Dorna.
The deal structure disclosed mixes cash and stock: the equity consideration to sellers is expected to comprise approximately 65% cash, 21% in shares of Series C Liberty Formula One common stock (Nasdaq: FWONK), and 14% retained MotoGP management equity. The cash portion was to be funded with a mix of cash and debt, subject to market conditions, and the FWONK share consideration would be priced on a 20-day volume-weighted average price prior to transaction close; Liberty Media retained an option to deliver additional cash in lieu of FWONK stock at its sole discretion.
What is not disclosed: the press release does not provide a specific closing date beyond the year-end 2024 target, does not itemize the exact dollar amount of committed debt financing from Goldman Sachs, and does not specify a termination fee for the transaction.