Earnings Call Transcript - BATRA Q4 2021

Operator, Operator

Ladies and gentlemen, thank you for standing by. Welcome to the Liberty Media Corporation 2021 Q4 Earnings Call. As a reminder, this conference is being recorded, February 25. I would now like to turn the conference over to Courtnee Chun, Chief Portfolio Officer. Please go ahead.

Courtnee Chun, Chief Portfolio Officer

Good morning. Before we begin, we'd like to remind everyone, this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties, including those mentioned in Liberty Media's most recent Forms 10-K and 10-Q or Liberty Media acquisitions form S-1 registration statement filed with the SEC. These forward-looking statements speak only as of the date of this call, and Liberty Media and Liberty Media Acquisition expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in Liberty Media or Liberty Media Acquisition's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. On today's call, we will discuss certain non-GAAP financial measures for Liberty Media and SiriusXM including adjusted OIBDA and adjusted EBITDA. The required definitions and reconciliations for Liberty Media and SiriusXM Schedules 1 and 2 can be found at the end of the earnings press release issued today, which is available on Liberty Media's website. Now I'd like to turn the call over to Greg Maffei, Liberty's President and CEO.

Gregory Maffei, President and CEO

Thank you, Courtnee, and good morning to all of you. Today, speaking on the call, we will also have Formula One's President and CEO, Stefano Domenicali; and Liberty's Chief Accounting and Principal Financial Officer, Brian Wendling. So beginning with Liberty SiriusXM. Today we should receive our proceeds from SiriusXM's $1 billion special dividend. We expect our share, though, to be about $770 million, net of a pass-through to bondholders. We did continue during the quarter, repurchasing shares, buying back $189 million across LSXMA and LSXMK shares from November through January. As you know, the discount remains, and we, therefore, were able to repurchase our shares at a look-through price of just over $4. We will continue to take advantage of the discount opportunity. We also settled the exchange of our 2.25% Live Nation exchangeable in January for a consideration of $664 million using cash and some margin loan draws. Looking at the underlying business SiriusXM, they recorded record results for the year, record high subscribers, revenue, and adjusted EBITDA. They also experienced the fifth straight year of improving churn. New car penetration is up to 82% from 78% in the prior year. We launched 360L in more than 30 new vehicle models across various OEMs in 2021. Now more than 25% of SiriusXM-equipped vehicles sold in the fourth quarter incorporated our new 360L opportunity. We also teamed up with Apple and Discovery during the quarter, adding 12-month subscriptions, Apple Music, and Discovery Plus for new and existing Platinum VIP plan subscribers. We introduced AudioID powered by AdsWizz, a listener identity solution enabling marketers to reach and connect with consumers at scale. Stitcher went live with distribution and monetization of the popular Crime Junkie podcast in January. We launched new exclusive artist channels, including Alicia Keys, David Bowie, and Neil Young, and we had the Small Stage Series of intimate live performances, which featured premier artists spanning music generations, including Ed Sheeran, the Go-Go's, H.E.R., J. Cole, and John Mayer and more. So a busy quarter. At Live Nation, a great quarter as well. Fan attendance at outdoor events in the U.S. and U.K. in the last five months of 2021 was up 25% versus the same period in 2019. On-site spend continues to grow at a double-digit rate versus 2019, and ticket sales in October, November, and December were the top three months ever in terms of GDP. We have expanded our venue portfolio as well, adding 31 new venues in 2021, half through the OCESA acquisition. Every leading indicator in the business points to a record 2022. Confirmed show count through February is up 30% versus 2019. We sold 45 million tickets for shows this year already, and no-show rates are back down to their 2019 levels. Live Nation is entering its strongest multi-year growth chapter in concert history. Looking at the Formula One Group. On the corporate side, we effectively repurchased 2.2 million FWONA and FWONK shares at an average per share price of $58.59. That included both FWONA share repurchases and an effective share repurchase of FWONK shares due to the purchase of the underlying $64 million of FWONK cash convert that we bought. And now let me turn to F1 and first address the circumstances in Russia. I'm sure you saw our statement this morning. As we said, we are watching the situation with sadness and shock and it's impossible to hold the Russian GP in the current circumstances. Turning back now to 2021. What a cliffhanger ending to a thrilling season. Since then, we've had a month of announcements coming out of F1 with more to come. Fans are attending and tuning in. Even with COVID affecting a good chunk of the season, we saw very strong attendance and tuning across many platforms — 1.55 billion cumulative TV viewers, with the highest race viewership being 109 million in Abu Dhabi, which rivals that of the Super Bowl. Average attendance was up 14% on like-for-like races, and once again, we saw great growth in social media followers, making F1 the fastest-growing major sport on social media. We signed numerous race renewals at desirable locations, showing continued strength in our contracted revenue, and we continue to further our sustainability initiatives. F1 came in at number 2 out of 102 Global Motor Sports championships evaluated by the FIA on a Sustainable Championship Index ahead of many such as Extreme E, MotoGP, and NASCAR. We are ready to kick off our record-breaking 23-race 2022 season, and we hope to see you at some, if not all, of the races this year. Turning now to the Braves. We capped off an incredible 2021 with our World Series title. In addition to that, we had 239 home runs, which ranked second in the National League. We had a 3.88 ERA, which was the second best in the annual leagues, and there are too many player accolades to even name. The World Series trophy tour will visit 151 stops, celebrating the 151 seasons of Braves baseball. We will start 2022 with the highest number of season ticket holders in 22 seasons since 2000. We are sold out of our premium seats for the first time in Truist Park history, including all the suites. Truist Park will hold five stadium concerts in 2022, its highest ever. TK Tower and Innovation Center grand opening took place on February 9. In 2021, the Battery had close to 9 million visitors, including 330,000 during the three World Series games. We also closed on the sale of the Minor League teams in January. The geographic alignment of the teams is important, and the Major League reorganization of Minor League last year ensured that this will continue. The teams do remain affiliates for future player development. Let me just address the CBA for one moment. We are certainly aware of the latest developments in our discussions with Braves management but are obviously prohibited from commenting any further. We continue to review opportunities for LMAC and SPAC. As I've said before, we do believe the turbulence in the SPAC market has made deals more difficult but actually will benefit Liberty and our strength. And with that, let me turn it over to Brian for more financial results.

Brian Wendling, Chief Accounting and Principal Financial Officer

Thank you, Greg, and good morning, everyone. As Greg mentioned, in January, we settled exchanges on the 2.25% Live Nation exchangeable bonds for a total consideration of $664 million. This was funded with cash and margin loan draws, including drawing in part on our newly amended Live Nation margin loan, which had upsized in Q4, reflecting appreciation in the underlying Live Nation share price. Pro forma for the exchanges, Liberty SiriusXM Group had attributed cash, liquid investments, and liquid public debt and equity securities of approximately $143 million, which excludes $191 million of cash held at SiriusXM. We also had $925 million of undrawn margin loan capacity at the parent level. As of yesterday's close, the value of the SiriusXM stock held at Liberty SiriusXM Group was $19.4 billion. The value of the Live Nation stock held was $8.7 billion. We have $3.1 billion in principal amount of debt against these holdings pro forma for the exchanges of the Live Nation exchangeable bonds. Total pro forma Liberty SiriusXM Group attributed principal amount of debt is $13.1 billion, which includes $8.9 billion of debt held directly at SiriusXM. Formula One Group had attributed cash, liquid investments, and liquid public debt and equity securities of $1.6 billion at quarter-end, which excludes $709 million of cash held at Formula One. Total Formula One Group attributed principal amount of debt was $3.4 billion, which includes $2.9 billion of debt at F1, leaving $455 million at the corporate level. As Greg mentioned, in the fourth quarter, we repurchased $64 million face value of 1% FWONK converts effectively retiring 1.7 million of underlying FWONK shares. Formula One's $500 million revolver remains undrawn. And Formula One's leverage at the end of the quarter was 4.4x, and we are revising our target leverage range down to be less than 5x on a go-forward basis. Note that we are still in a period of covenant waiver until March of this year.

Stefano Domenicali, President and CEO of Formula One

Thanks, Brian. The 2021 season will be discussed for decades to come as one of the greatest. It came down to not just the final race but to the final match for Max Verstappen to edge past Lewis Hamilton and win his first World Championship. We look forward to this continued rivalry in 2022 between Max and Lewis, who will be returning to pursue his eighth World Championship, and we hope to see new drivers moving up the field to challenge for positions more regularly. The action on and off the track brought in fans in-person and across all platforms. We sold 2.6 million stands in Grandstands around the globe, even though we were limited in our capacity due to COVID. This includes three events with attendance of over 350,000 in the U.S., Great Britain, and Mexico. Eleven events attracted crowds of over 100,000 people. Our total cumulative TV audience over the season was 1.55 billion, an increase of 4% over 2020. The average audience per race was 70.3 million, with our biggest audiences of 108.7 million tuning in for the season finale in Abu Dhabi. Markets that saw significant growth in cumulative audiences were the Netherlands, Italy, the U.K., Spain, and the U.S. Our Sprint events proved to be a draw with a TV average audience uplift of 70% for the weekend. Looking only at markets where like-for-like broadcasting arrangements were maintained across 2020 and '21, the average audience was 60.3 million, up 13% year-on-year and the best since 2013. Please note that in 2021, despite our broadcasting arrangement in Germany and Brazil changing significantly, we saw positive developments. In Brazil, we are now enjoying far more in-depth coverage and more hours of F1 being broadcast than in 2020. In Germany, Sky's cumulative audiences in 2021 have seen significant growth of plus 55% year-on-year. Our digital reach was very strong. In 2021, social media followers grew 40% to 49.1 million, once again making Formula 1 the fastest-growing major sport league in follower growth. We tallied 1.5 billion engagements with 7 billion video views. F1 web and app unique users, video views, and page views were all up double digit. The digital share of video minutes consumed increased from 10% in 2020 to 16% in 2021. We look forward to the start of the season in March '22 in Bahrain. We have a record 23-race season planned and are scheduled to return to many tracks we could not visit in 2020 and 2021. We are extremely excited to welcome the Miami Grand Prix to the calendar in May, and we again reached a unanimous agreement with the teams and the FIA to have the Sprint at three venues this year: Imola, Austria, and Brazil. On the driver front, we look forward to the new pairing of Lewis Hamilton and George Russell, who have turned over Alex Albon, and we welcome a new driver from the grid with Guanyu Zhou joining Alfa Romeo, who will provide exciting opportunities to engage and grow our fan base in China. Speaking of the 2022 season, there are many changes to the cars and regulation, all aimed at improving racing and increasing relevance to road car technology. The most visible change will be the switch from 13-inch to 18-inch tires with covers. This, along with the other changes to the regulation, aims to allow for closer racing and more overtaking. Safety is also a focus; the new 2022 cars will be able to absorb more impact at the front and laterally. Additionally, more components of the car are now standardized, which should help keep costs down and promote closer racing. Furthermore, changes will also include the implementation of E10 fuel in the F1 cars, comprising 10% ethanol, which will reduce CO2 emissions and a free zone performance development for the Power Unit from March 1. We have recently made many exciting announcements driving future growth for our sport. On the racing front, we extended race agreements in China through 2025; Singapore until 2028; Abu Dhabi until 2030; Spain through 2026; Bahrain until 2036; and Circuit of America through 2026. Each of these locations brings something unique to the calendar, and we appreciate this long-term partnership in which our sustainability goals will feature prominently. On the sponsorship front, it is a busy time with robust interest and a very strong pipeline of discussions ongoing. We expect to announce further details soon on a number of opportunities that have been progressing in the past few weeks. On media rights, due to the closure of business Fox Sports channels in October 2021, we successfully concluded nine new partnerships across Southeast Asia, securing new broadcasters in Hong Kong, Singapore, Indonesia, Malaysia, Brunei, Papua New Guinea, the Philippines, Thailand, Vietnam, and Myanmar. We also extended our existing partnership with Disney in Japan and India. In addition to this, we will also have a new partnership in the Netherlands for the start of the 2022 Championship Season with Viaplay, NENT's new streaming platform. The 2021 F1 Esports Series Pro Championship presented by Aramco also had a thrilling season, with Mercedes' Jarno Opmeer clinching a second consecutive title and securing the Team Championship for Mercedes. The 2021 F1 season audience and the attendance figures broke viewership and engagement records, building upon the momentum gathered in 2020. The full series, which went throughout 2021, achieved over 23 million views across digital platforms, a 103% year-on-year increase. We are already on to the second step of qualifying for the 2022 Esports Series and look forward to another fantastic season ahead. We continue to invest in our ESG initiatives to address the biggest issues facing our sport and global communities. Sustainability is a major focus for Formula 1, with many of our promoters and partners targeting areas where we can have the greatest environmental and social impact. Our initiatives can take many forms, including a commitment to 100% sustainable fuels in the 2026 hybrid engine, renewable energy sources, targets around net-zero carbon emissions, reducing our capital footprint, increasing recycling efforts, significant savings on overall energy costs, and a large initiative working with our promoters and partners on event sustainability. A comprehensive ESG briefing note is posted on our website, and I encourage you to read it. We recently announced our extended funding commitment to the Formula 1 Engineering Scholarship Program for underrepresented groups through 2025, part of our drive to increase diversity within the sport. This program was launched in 2021 with the selection of 10 scholars in the U.K. and Italy, with their scholarship covering the full cost of tuition and living expenses for the full duration of their degrees. As part of a wider program of diversity and inclusion initiatives, Formula One has also committed to creating apprenticeships and internships across our business. In advance of the Miami Grand Prix, we launched the F1 in School STEM Programme in Miami Gardens, which is the largest STEM program in the world, operating in over 50 countries and providing hands-on interactive experience to develop key engineering and social skills. We were proud to announce that the W Series will continue to join us at eight Formula 1 races in 2022. The series will visit five new venues in 2022, including making a step in Asia. We believe in the importance of providing everyone the opportunity to reach the highest level of sport, and our partnership with the W Series demonstrates our result to build greater diversity across Formula One. It seems like we just concluded our thrilling 2021 season, but we are ready for the 2022 season. We believe in the new regulation and the changes to the cars. Combined with old rivalries and new drivers will provide more drama on and off the track. Get ready by watching Season 4 of Drive to Survive, which airs on Netflix on March 11. Full speed ahead.

Gregory Maffei, President and CEO

Thanks, Stefano and Brian. To the listening audience, we appreciate your continued interest in Liberty Media and look forward to a productive 2022. And with that, operator, I'd like to open the line for questions.

Operator, Operator

We will take our first question from Vijay Jayant.

Vijay Jayant, Analyst

Couple of questions on sort of buybacks. First on Formula 1. Obviously, you have new leverage targets that you talked about today, but you have $2 billion of cash, a lot of free cash flow generation, and obviously, EBITDA growth, at least that's what we think for 2022 onwards. Can you just talk about how we should think about buybacks at Formula One going forward? Conceptually, we do run to your new leverage target, which is way below that right now. So that's my first one. And then sort of on SiriusXM, obviously, they announced a special dividend. Curious to understand why special dividend versus sort of a buyback philosophically and you guys selling into the buyback. There's some leakage as you called out on a dividend. Is that really have to do with the Live Nation exchangeable payments this time? And maybe you revert back to another strategy there on return of capital?

Gregory Maffei, President and CEO

Thank you, Vijay. Lots of questions. Okay, we'll try. On the buybacks on FWON, you'd note, I'm sure that we did execute on buybacks on FWON effectively, and we're doing both liability management and buyback there when we repurchase those in-the-money converts. That's effectively both debt reduction and an equity buyback. You've seen that we have quite a lot of cash and free cash flow generation. We do have an open buy in terms of a board authorization on repurchase. I don't think we've ever said we're going to buy X in a quarter or that we plan to buy X. But you can look at our history, you can look at what we've done, what we have for free cash flow and available cash and assume that we will act as we usually do in history. We are also looking to be fair at opportunities that FWON may help the LMAC to SPAC. So far, those have been difficult, but we do keep in mind that there may be opportunities that arise outside just the share repurchase. But as you noted, we have quite a lot of cash and a lot of free cash flow. So I hope that's a round enough answer around our intentions and what other things might come and arise. On SIRI, SIRI, I believe, has stated that they still intend to do buyback. Obviously, that's not entirely in our control. We are on the board, but there is an independent group of directors who also play a role in where cash flow should go. They do have some constraints around how much they want to shrink their available float, and there are triggers at things like 90% that they probably are fearful of crossing in a hurry. So they have their own issues around share repurchase. We have our issues around selling into the buyback because it is not actually not taxable to us unless we have a direct relationship with the company. That's complicated, given some of the ongoing litigation. So if we were just to sell and maintain our equity position, that has the effect of looking from a tax perspective, like a dividend. So the special dividend was not taxable to us, and we found it attractive both to help address some of the liability management issues that you pointed out and to allow us to continue share repurchase. Hope that helps answer some of your questions.

Operator, Operator

We will now take our next question from Ben Swinburne.

Benjamin Swinburne, Analyst

Maybe a couple on F1 and then if I could ask a Braves one as well. Stefano, what's the pipeline look like for race promotion or new host cities? Obviously, there's been a lot of news about Las Vegas. There seems like there's a ton of demand. Something you guys are replacing Russia with something else. Can you just talk about the outlook there? And can you expand the count beyond 23 races realistically? Are the teams on board with that? That's my first one. And maybe for you or Greg, on the U.S. Media Rights deal that's coming up, you've had great success with ESPN. How are you thinking about reach versus monetization? You've seen deals like the UFC on a fairly limited platform like ESPN Plus, but a big fat check. What's your priority as you look forward? And then I'll ask my Braves one after that.

Gregory Maffei, President and CEO

Stefano, do you want to comment on races, first? Yes. Stefano, go ahead.

Stefano Domenicali, President and CEO of Formula One

It's okay for you, Greg? I will go ahead on that. Thanks, Ben, for the question. I just can reiterate one point regarding the fact that now due to the great success that the F1 platform is having, the possibility to have new races in the future is still very, very big. If you are talking specifically about the situation this year because of the Russian situation, I just confirmed to you that we have already proven last year and the last couple of years to be very flexible and not have any problem in finding possible solutions to that. So I can confirm that could be an option for this year with no problem at all. Regarding other voices around possible venues for the future, yes, I mean, we can just say that there are a lot of discussions going on. We need to make the right choices for the strategic markets that we believe are the right ones for Formula 1. But for sure, we can expand the calendar because technically speaking, as you know, we can go up to 25 that is written in our regulation and COVID agreement. The teams would follow our vision on that. I would say that it's already something that we don't have to forget that this year will be the 23 calendar races, the highest number of races in the history of Formula 1. So I think that we can watch that in the right way, taking the right decision. We are not in a rush for that, just a matter of tuning in on the different possibilities that we have in front of us.

Gregory Maffei, President and CEO

Yes. I'll add on that just to say, I think Stefano and team and the FIA and the teams themselves have done a great job managing both through the flexibility of COVID and the increasing number of races. We understand there are constituents who are less enthused about that, and we have to do it — add the races in a way that is logical and doesn't strain the resources of all involved. So we'll see how 23 goes, and as Stefano rightly noted, contractually, we can go to 25, but we're going to do it in conjunction with our partners.

Benjamin Swinburne, Analyst

Regarding media rights, I believe you are aware of the efforts made, and I'll let Stefano add any comments. We approached the situation by considering a shorter, broader deal, prioritizing wider coverage over the financial aspect of the previous agreement, and I believe this strategy has proven successful. We will evaluate the options available to us. It's important to note that there isn't a strict trade-off; we will have varying degrees of access, coverage, and financial implications. Additionally, having more races in the U.S. and the potential for increased U.S. sponsorship or global sponsorship that seeks a U.S. presence influences our decision-making on the scope and length of the deal. We are very optimistic that our product will become more appealing in the U.S. in the coming years. We are continuously fostering enthusiasm and growing our audience. Therefore, our considerations involve not just the breadth and financial factors, but also the duration of the deal. We will take all these factors into account. Stefano, would you like to add anything?

Stefano Domenicali, President and CEO of Formula One

No. That was absolutely spot on, Greg. That's exactly the point. We need to measure between or the ratio between awareness growth and the return on that, which is a key point. Also, I have to say, the content that are developing in new markets, talking about Formula 1, is something that we are really focused on because we are having now the possibility of engaging with new fans that need to understand Formula 1 with a different approach. So it's up to us to provide the right quality and the right typology that will be different from the added fans approach. So that's the beauty of this challenge that we have in front of us; but it's all great news, I have to say.

Benjamin Swinburne, Analyst

Greg, I'm sure you're aware of the recent discussions regarding direct-to-consumer sports networks, particularly with Diamond Sports and Bally. Can you clarify what rights you have at the Braves level regarding the establishment of a valid sports service in the Southeast? Additionally, given your experience with the cable business through Charter, do you believe the market can support a direct-to-consumer regional sports network without jeopardizing the full distribution advantages of Pay TV in the area? This seems like a delicate balancing act. What’s your viewpoint from the Braves' perspective?

Gregory Maffei, President and CEO

There are certain out-of-market rights that could get triggered. But frankly, the way it's structured, I don't think it's attractive for most teams to do that. So I don't think that will happen. You've seen Rob Manfred's comments, I'm sure you have, about that those are not owned by Diamond or Sinclair Bally, whatever we want to call it. There's not really an incentive, the way it's structured, to trigger those. How a DTC offering will play, over-the-top offering against the RSN seems pretty self-evident. If you can get it on DTC, you're going to put more pressure on the negotiation between the MVPDs, traditional MVPDs, and any suppliers of an RSN-type product. So again, it's a little like that discussion around reach, breadth, and money and time; there's probably not an absolute relationship with any of those, but obviously, competitive offerings make the bundled product that much harder to push.

Operator, Operator

We will now take our next question from David Karnovsky.

David Karnovsky, Analyst

Question for Greg or Stefano. With Drive to Survive set to release in a few weeks on Netflix, would be interested to get your thoughts on how you view the importance of the series for Formula One and its growth. Obviously, it's been a notable success, especially here in the United States in terms of widening the fan base. Do you see F1 continuing this for the long term? And is that something where you think there's buy-in from the teams.

Gregory Maffei, President and CEO

Stefano, I'll let you go first.

Stefano Domenicali, President and CEO of Formula One

Thank you, Greg. Absolutely, David, Drive to Survive has a significant impact, particularly on attracting new audiences and expanding into markets like the U.S. This trend will continue, and I encourage you to keep an eye on the new series because I had the opportunity to preview it, and it looks fantastic. It has the right tone and, considering the events of last year, it's filled with action. We, as Formula One, intend to stay ahead of the changes that are necessary. It’s crucial for us to leverage Drive to Survive alongside our Netflix trends to ensure the series remains a unique asset. It's evolving into a new way to engage with Formula 1, offering additional value to the platform. I believe it would be wise to explore renegotiation with Netflix or other partners to consider innovative opportunities for the future. This platform has played a critical role in raising awareness, especially among younger audiences and newcomers to Formula 1, for which we owe a great deal of thanks to their vision and the high quality of the product.

Gregory Maffei, President and CEO

I agree with Stefano's comments. Let me, if I could, add a couple more. I think it's a great partnership. While it has clearly helped us, and you've seen growth in our TV audience, for example, in the U.S., we've noted 58% this year, and our average age over the last few years has come down by four years in terms of our fan base. That contrasts dramatically with how many other sports have both aging fan bases and declining TV viewership. That having been said, it's a win product for Netflix too. It was number one at some point during the year in 27 countries; it is relatively cost-effective programming for them. So I think it's an absolute win. As much as Netflix has done for us, I'd like to think we've done well for Netflix. When I've talked to Reed and Ted, I know they're very enthused about the product. We've clearly seen a change in the mentality of the teams. I love to tease Toto about how he hated Drive to Survive in the first season, wouldn't participate, and had a host of reasons. Now I would describe him as a pretty enthusiastic fan, and I think he's representative of what most of the teams feel. So it's been a win all the way around, clearly growing our sport, not only in the U.S. but around the world, but it's a great thing for Netflix as well. So I hope the marriage continues for a long time.

David Karnovsky, Analyst

And then maybe just one more for Stefano, would be interested to get your thoughts on the Kindred Concepts partnership. What's the opportunity in terms of broadening the fan reach here? And can you say what F1's long-term financial commitment is?

Stefano Domenicali, President and CEO of Formula One

So David, can you repeat the question because I had a cut-off of the line, sorry.

David Karnovsky, Analyst

Sure. Just want to get your high-level view on the Kindred Concepts partnership you guys announced a few weeks ago, what's the opportunity to broaden the fan reach, and it's possible to frame the financial commitment on this side.

Gregory Maffei, President and CEO

It's about the podcasting, Stefano.

Stefano Domenicali, President and CEO of Formula One

Okay. Sorry, because the line is not very clear to us. This is something for sure that is an opportunity to increase, as I said, the possibility for our fans to be connected in a different way of talking about Formula 1. The potential is great, and I think that together we can do really good stuff because at the end of the day, it's very important to increase the level of what we see in Formula One as I know that podcasting is getting more popular and having the bigger uses for the future.

Operator, Operator

We will now take our next question from Jason Bazinet.

Jason Bazinet, Analyst

I have sort of a dumb question. Perhaps, erroneously, I was operating under the assumption that if SIRI did a buyback, and you participated in that buyback that those proceeds were tax-free to you because of the tax sharing agreement. But I think at the beginning of the call, in response to Vijay's question, you hinted at some potential complexities related to that. So do you mind just circling back to that and elaborating a bit Mr. Maffei?

Gregory Maffei, President and CEO

Happy to do that, Jason. So if you look at the deal, for example, where Liberty Broadband sells in an agreement, we have directly with Charter back to Charter, that is one kind of a relationship. We do not have that current tax deal with SiriusXM. We have a tax-sharing arrangement related to the fact that we now are an 80% owner, but we do not have a deal to sell a certain percentage of our stock or commensurate percentage or holdout percentage with SiriusXM. If we sell into the marketplace, that is taxable. If we sell back to the company being over 80%, that would not be taxable, but we do not currently have that agreement with SiriusXM.

Operator, Operator

We will now take our next question from David Joyce.

David Joyce, Analyst

Two questions, please. First, on sponsorship for Formula 1. A lot of investors have been wondering why there possibly hasn't been more sponsorship generation since you acquired Formula One, given that there looks like there will still be room in some categories for some global sponsorship deals. And also in light of the large Oracle deal for one of the F1 teams. So what does the sponsorship success at the F1 teams do to your efforts for potentially growing that revenue line some more? And then secondly, just a technicality on LMAC. Do you have to have an acquisition deal announced or fully closed by the end of the two-year period early next year?

Stefano Domenicali, President and CEO of Formula One

Well, David, with regard to the sponsorship in Formula 1, as I stated before in my speech, there are very important negotiations that are in place. So we cannot anticipate the outcome of it yet. What is clear is that the world of Formula One is really capable of attracting new sponsorship, both for the commercial holder and also for the teams. That means that we are really doing a good job, and there is a lot of interest around that platform. With regard to us, as I said, in the coming weeks, we're going to see some good news that we can share together.

Gregory Maffei, President and CEO

Great. And on LMAC, the SPAC, the base agreement is to get a deal done in two years, but there is an opportunity for us to pay a little more money and extend for another year. I think we have a fair amount of runway left, if we found something attractive.

Operator, Operator

We will now take our next question from Stephen Laszczyk.

Stephen Laszczyk, Analyst

A question on F1 ticket prices. We've seen some pretty strong demand tailwinds in the live events space coming out of the pandemic. I was wondering if you could maybe talk a little bit more about how you work with promoters on the ticket pricing strategy. Maybe the opportunity you see over the next couple of years to benefit alongside these partners on ticket pricing, perhaps as those deals renew.

Stefano Domenicali, President and CEO of Formula One

Thanks, Stephen, for the question. Regarding ticket pricing, the promoters have the right to — not the right, even more, they know the market better than anyone else. They are able to prepare the different offers that we can offer to the different customers and clients. Of course, we know that and we are informed about the strategy because it's important that we give our position on that. But the structure we have so far with our promoters is that this is the business in which we want to give our input because we believe that we can add some value. But they know better than anyone else within the local market, the local interest. If you just look at what has happened in the last couple of events, because of the success, there was a new way of dynamic pricing that we saw growing, and this is something that could be interesting for the future. On that note, it's a business that, depending on the place, is managed by us.

Stephen Laszczyk, Analyst

Great. And then one for Greg. Not to belabor the Series buyback question too much here. But I think you alluded to a potential legal complication for why you might not have that arrangement with SIRI; you might not be able to have that arrangement. Did I hear that correctly? And if so, is there a possibility you could elaborate on that?

Gregory Maffei, President and CEO

Sure. We would have to go — to get a tax-free deal, we would have to go and negotiate an arrangement with SiriusXM for that buyback. You might do something where a typical arrangement might be something where you bought back at the average weighted price that they bought back during the quarter, something like that. But to have that kind of relationship would probably put pressure on the independent directors of Sirius at a time when we've seen other litigation; it's probably a bridge too far at the moment. Perhaps down the road, we'll have something like that, but we have no deals signed and really have done no negotiation about trying to negotiate, have an arrangement like that with SiriusXM independence.

Operator, Operator

We will take our final question from Doug Mitchelson.

Douglas Mitchelson, Analyst

Greg, I actually would love to belabor the SIRI buyback question. So my question, Greg, is and...

Gregory Maffei, President and CEO

Doug, we should — got to do this. Keep going.

Douglas Mitchelson, Analyst

Well, the question is, to the extent special dividends continue, I know that's uncertain. But to the extent they did, is the Liberty bias to use that cash sort of dollar-for-dollar for share repurchases at Liberty SIRI? Or with the increased cash on hand give you the comfort to lever up those SIRI shares, amplifying your ability to repurchase stock, but also sort of increasing the beta of that position? And I do have a second one; I'll just ask right away on Formula One, not to look too long term, but...

Gregory Maffei, President and CEO

Okay, we'll come back to that one, Doug. I don't understand that question because are you saying that we get the special dividend, and we can repurchase our own shares? What was your second alternative?

Douglas Mitchelson, Analyst

Well, the second alternative is you have enough cash on hand now that you should have some comfort to be able to pay interest expense for a long period of time. So you could issue it exchangeable or have a margin loan, and with interest rates still as low as they are, you could have a substantial amount of capital.

Gregory Maffei, President and CEO

Yes. First of all, there are likely some limitations on how many more exchangeables we can undertake due to market liquidity. It's somewhat similar to the situation SIRI faces with share repurchases regarding how much available capital there is. However, it seems more straightforward, Doug, to utilize the cash we are receiving for any special dividends to directly buy back stock. Therefore, our initial preference would be to do that rather than issue another exchangeable and use the incoming cash to cover the interest on the exchangeable.

Douglas Mitchelson, Analyst

And I think you've sort of suggested this with your comments on this call, but I'll still ask directly, Greg, are there any other options for Liberty to close the discount versus SIRI that investors should be thinking about at this point?

Gregory Maffei, President and CEO

Well, there are a lot of choices out there about closing that. If they continue to repurchase stock, we continue to repurchase stock, maybe we close out and eventually become the 100% owner. That seems like at some point, that's the natural situation. How we get there remains to be seen, but I think all of those will move forward. The degree that we have special dividends and that capital moves up to LSXM, I think that allows us to go after that discount with more vigor; and that's been our hope.

Douglas Mitchelson, Analyst

All right. Understood. And on Formula One, given our Disney coverage, not to look too long term, but is there a pathway to take experience in Formula One from a 2D experience to a 3D experience? And is that practical given the races cover so much geography? And the reason I'm sort of going there is, you touched on this a bit in the comments, but I wanted to ask this more directly as well. How much does technology innovation matter with regard to choosing your broadcast partners when you're going through these distribution renewal processes?

Gregory Maffei, President and CEO

I'll take and let Stefano answer as well. I can imagine few kinds of live experiences, few sporting events that are better suited to the idea of the Metaverse and, for example, choosing your camera angle, which driver you wish to watch the race through, what angle you want to see; are you looking at the driver from the driver's perspective, across sideways around the whole track? I think the opportunities are limitless. And your point about how technology innovation will enter into that, as we have the potential for new digital partners who have expressed interest in getting into sports programming, who have capabilities there, all of that opens up a host of new interesting ideas. I think we're well situated and well suited to have that going forward. Frankly, even the fact that we've had somebody buy like Electronic Arts buy our distribution partner or a video game partner like Electronics, having more depth and strength probably than Codemasters did on a stand-alone basis—all those lead up to, I think, more opportunities for us in the future in that idea.

Stefano Domenicali, President and CEO of Formula One

Absolutely. No, absolutely, Greg. What I can say is that the value of our content is the differentiating factor of what we can offer to our customers, no matter who they are, avid or new. In that respect, I think the mix between technology, graphics, music language is what we are looking for in the future because we are already studying some new technology that we can use already in the short term because I see the interest—we see the interest of that—and we see the request, the ability from our fans to see something new. This is something that we're going to do because it is a topic related to who we are. That's been always very important for Formula 1, and I'm proud that F1 has always been at the leading edge of how we can sell the experience through different channels to our customers. And this is really what we're going to do even stronger in the future.

Operator, Operator

We will take our final question from Matthew Harrigan.

Matthew Harrigan, Analyst

I'll self-identify, this is a potentially stupid question like, Jason just did. Because that's an admirable approach. But we've had a number of busted TMT SPACs. You may have had pretty good prospects, but some of it's been in sectors like space that are fairly meme-ish. Is there any way to take advantage of that through your own SPAC or through some other financial engineering angles because you're probably better at sorting through this than some other people out there?

Gregory Maffei, President and CEO

Thank you, Matthew. Well, I think, while TMT has had a bunch, as you rightly described with busted SPACs, they are probably not alone. When we looked recently, a couple of weeks back, of the last 20 SPACs that have been done, 18 were trading below the $10 price. Now to be fair, most of those SPACs, this is probably looking at the results in November and December. Most of the SPACs have probably been the deals cut back in the summer. To your point about finding opportunities in the wreckage, I think when you see the wreck and the deals, if you try and cut deals that are being done now, effectively, six to eight months later, there may be more opportunities out there. We'd also like to think that we have tried to be clever with some of our investment banking partners and the like to think about ways to look at things which are just different than the traditional ways SPACs have been utilized. So hopefully, between the somewhat tech wreck, the challenges that have gone on in the SPAC market, and some cleverness around structuring, and the fact that we have really an unparalleled group of investors in our SPAC who hopefully would be interested. I think the reason they came in was to back us with PIPE money should we find something. It is a difficult market. It's one that is challenging for everybody, including us. But hopefully, there's an opportunity that resides in that challenge.

Matthew Harrigan, Analyst

Now I know how to pronounce detritus correctly.

Gregory Maffei, President and CEO

Happy to help. With that, operator, I think we're done for the day. Thank you, everyone, for your interest in Liberty Media. We hope to see you next quarter, if not sooner.

Operator, Operator

This concludes today's call. Thank you for your participation. You may now disconnect.