Liberty Media Corporation (NasdaqGS:LMCA) offered to acquire remaining stake in Sirius XM Holdings Inc. (NasdaqGS:SIRI) from Starz, LLC, Apollo Investment Fund IV, L.P., a fund of Apollo Global Management, LLC (NYSE:APO), Liberty Interactive Corporation (NasdaqGS:LINT.A) and others for $10.4 billion in stock on January 3, 2014. Liberty Media will acquire 2.8 billion shares in the transaction. Each share of Sirius common stock would be converted into 0.0760 of a new share of Liberty Series C common stock, and, immediately prior to such conversion, Liberty intends to distribute, on a 2:1 basis, shares of Liberty's Series C common stock to all holders of record of Liberty's Series A and B common stock. The 0.0760 exchange ratio is equivalent to a 0.0253 exchange ratio prior to the distribution of the Series C common stock dividend.

The proposed transaction would be subject to the approval by the Sirius XM's Board of Directors and the negotiation and execution of mutually acceptable definitive transaction documents. Sirius' Board of Directors might appoint a special committee of independent directors to consider the proposal and make a recommendation to the Sirius XM's Board of Directors. Liberty Media will not move forward with the proposed transaction unless it is approved by such a special committee. In addition, the proposed transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of Sirius common stock not owned by Liberty or its affiliates and the approval by the Liberty shareholders of the issuance of the Series C Common Stock in the proposed transaction. The proposed transaction will not be subject to any requirement to secure any consent from any lender or other third party, nor will it be subject to the requirement to secure any significant regulatory approvals. In addition, the deal is not subject to any financing condition or contingency. Finally, given Liberty's existing controlling stake in Sirius XM, Liberty will need to perform only limited due diligence.

Guggenheim Securities, LLC and Baker Botts L.L.P. acted as financial advisor and legal advisor respectively to Liberty. As on January 24, 2014, special committee of board of directors retained the Evercore Group L.L.C. to act as financial advisor and Weil, Gotshal & Manges LLP as legal advisor to the special committee in evaluation of Liberty Media Corporation proposal. The special committee also authorized to enter in to the agreement for the transaction.