John Malone Cuts Liberty Media Voting Power to About 3%

Before the transaction, Malone held about 2.3 million Series B shares, representing 97% of that class and 48% of Liberty Media’s voting power. The company said no shareholder now holds more than 9% of its voting power.

Liberty acquired all of Malone’s Series B shares in exchange for Series A and Series C common stock. Each Series B share was exchanged for 0.26 Series A shares and 2.34 Series C shares, an aggregate ratio of 2.6 common shares per Series B share.

The company said it had received unsolicited offers from third parties for Malone’s Series B shares and formed a special board committee to consider a transaction. The deal removes the possibility that Malone’s voting power could be transferred to a third party and, according to Liberty, better aligns his voting power with his economic ownership.

“The Transaction allows me to increase my economic ownership of Liberty Media while distributing voting power more broadly among Liberty Media’s other shareholders,” Malone said.

Liberty also adopted a rights plan alongside the transaction. The company said it is intended to promote stability after closing and reduce the likelihood that anyone could acquire a significant voting position or control without the board having an opportunity to evaluate it.