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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of
earliest event reported): December 14, 2025
LIBERTY
LIVE HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
001-43015 |
33-2910829 |
|
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal
executive offices and zip code)
Registrant's telephone
number, including area code: (720) 875-5200
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
Trading Symbols |
Name
of each exchange on which
registered |
| Series
A Liberty Live Group Common Stock |
LLYVA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Live Group Common Stock |
LLYVK |
The
Nasdaq Stock Market LLC |
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 15, 2025, at 4:05 p.m., New York
City time (the “Effective Time”), Liberty Media Corporation (“Liberty Media”) completed its previously
announced split-off (the “Split-Off”) of its former wholly owned subsidiary Liberty Live Holdings, Inc. (the “Company”).
The Split-Off was accomplished by a redemption
by Liberty Media of each outstanding share of its Liberty Live common stock, par value $0.01 per share, in exchange for one share of the
corresponding series of Liberty Live Group common stock, par value $0.01 per share, of the Company. As a result of the Split-Off, the
Company is now an independent, publicly traded company and its businesses, assets and liabilities consist of those businesses, assets
and liabilities previously attributed to Liberty Media’s Liberty Live Group as of immediately prior to the Split-Off.
Split-Off Agreements and New Holder Assignment And Assumption Agreement
In connection with the Split-Off, the following
agreements were entered into by the Company (the “Split-Off Agreements”):
| · | the Reorganization Agreement, dated as of December 14, 2025, by and
between the Company and Liberty Media, which provides for, among other things, the principal corporate transactions required to effect
the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Liberty Media with
respect to and resulting from the Split-Off; |
| · | the Tax Sharing Agreement, dated as of December 15, 2025, by and between
the Company and Liberty Media, which governs the allocation of taxes, tax benefits, tax items and tax-related losses between the Company
and Liberty Media; |
| · | the Services Agreement, dated as of December 15, 2025, by and between
the Company and Liberty Media, which governs the provision by Liberty Media to the Company of specified services and benefits following
the Split-Off; |
| · | the Facilities Sharing Agreement, dated as of December 15, 2025, by
and among the Company, Liberty Media, Liberty Property Holdings, Inc. (a subsidiary of Liberty Media), Liberty Tower, Inc. (a
subsidiary of Liberty Media) and Liberty Centennial Holdings, Inc. (a subsidiary of Liberty Media), pursuant to which, among other
things, the Company will share office facilities with Liberty Media located at 12300 Liberty Boulevard, Englewood, Colorado; and |
| · | the Aircraft Time Sharing Agreement, dated as of December 15, 2025,
by and between the Company and Liberty Media, which governs the lease by Liberty Media of its aircraft to the Company and the provision
of a fully qualified flight crew for all operations on a periodic, non-exclusive time sharing basis. |
In addition to the Split-Off Agreements and in
connection with the Split-Off, the Company also entered into that certain New Holder Assignment and Assumption Agreement, dated as of
December 15, 2025 with Liberty Media and Live Nation Entertainment, Inc. (“Live Nation”) (the “New
Holder Assignment and Assumption Agreement”), which provides for Liberty Media’s assignment and transfer of, and the assumption
by the Company of, Liberty Media’s rights, benefits, liabilities and obligations under that certain Stockholder Agreement, dated
as of February 10, 2009, by and among Live Nation, Liberty Media and certain other parties thereto. Further, in connection with the
New Holder Assignment and Assumption Agreement, the Company also entered into that certain Assignment and Assumption Agreement, dated
as of December 15, 2025, with Liberty Media and Live Nation, which provides for Liberty Media’s assignment and transfer of,
and the assumption by the Company of, Liberty Media’s rights, benefits, liabilities and obligations under that certain Registration
Rights Agreement, dated as of January 25, 2010, by and among Live Nation, Liberty Media and certain other parties thereto.
The section of the prospectus filed on November 4,
2025 with the Securities and Exchange Commission (the “Prospectus”), entitled “Certain Relationships and Related
Party Transactions—Agreements Relating to the Split-Off,” which describes the material terms of the Split-Off Agreements,
is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Split-Off
Agreements and the New Holder Assignment and Assumption Agreement, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively,
to this Current Report on Form 8-K.
2.375% Exchangeable Senior Debentures due 2053
In connection with the Split-Off, the Company entered
into a supplemental indenture, dated as of December 15, 2025, with Liberty Media and U.S. Bank Trust Company, National Association,
as trustee (the “Trustee”), to the Indenture, dated as of September 14, 2023 (as amended and supplemented prior
thereto, the “Indenture”), between Liberty Media and the Trustee relating to the 2.375% Exchangeable Senior Debentures
due 2053 (the “Exchangeable Debentures”) by which the Company assumed from Liberty Media all obligations under the
Indenture and the Exchangeable Debentures. Subject to certain terms and conditions, upon exchange of an Exchangeable Debenture, the Company
shall deliver the cash value of the shares of common stock of Live Nation attributable to such Exchangeable Debenture. The number of shares
of Live Nation common stock attributable to an Exchangeable Debenture represents an initial exchange price of approximately $104.91 per
share. A total of approximately 11 million shares of Live Nation common stock are attributable to the Exchangeable Debentures. Interest
is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. As of September 30,
2025, the adjusted principal amount of the Exchangeable Debentures was $1,150 million.
Pursuant to the terms of the Indenture, as a result
of the Split-Off, holders of the Exchangeable Debentures have the right for a certain period following the Split-Off to require the Company
to repurchase the Exchangeable Debentures. The purchase price of the Exchangeable Debentures will equal 100% of the adjusted principal
amount of the Exchangeable Debentures plus accrued and unpaid interest to the purchase date, plus any final period distribution. In addition,
in connection with the Split-Off, holders also have the right to exchange the Exchangeable Debentures for a certain period following the
Split-Off. To the extent the Exchangeable Debentures remain outstanding following expiration of the holders’ repurchase right (and
assuming no exchange right is exercised), the Exchangeable Debentures will remain outstanding as indebtedness of the Company.
Item 3.03. Material Modification to Rights of Securities
Holders.
The information contained in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors; Resignation of Renee L. Wilm and Chad
R. Hollingsworth
At the Effective Time, the size of the Company’s
board of directors (the “Board”) was increased to five directors, and to fill the vacancies and newly created directorships
resulting from the resignations described below and the expansion of the Board, Robert R. Bennett, Derek Chang, Carl E. Vogel, David J.A.
Flowers and Bill Kurtz were appointed to the Board. Following the appointments, the Company has a total of five directors and Robert R.
Bennett serves as Chairman of the Board. The members of the Board are divided into three classes: (i) Mr. Kurtz appointed as
a Class I Director, whose term will expire at the annual meeting of stockholders in 2026; (ii) Mr. Flowers and Mr. Vogel
appointed as Class II Directors, whose terms will expire at the annual meeting of stockholders in 2027; and (iii) Mr. Bennett
and Mr. Chang appointed as Class III Directors, whose terms will expire at the annual meeting of stockholders in 2028. Mr. Bennett
and Mr. Chang will serve as members of the Executive Committee of the Board. Mr. Vogel, Mr. Flowers and Mr. Kurtz
will serve as members of the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating and Corporate Governance
Committee of the Board, and each of Mr. Vogel, Mr. Flowers and Mr. Kurtz will serve as the chairperson of the foregoing committees,
respectively, following the Split-Off.
In connection with the closing of the Split-Off
and appointment of the new directors, Renee L. Wilm and Chad R. Hollingsworth resigned from the Board, effective as of the Effective
Time. Ms. Wilm remains Chief Legal Officer and Chief Administrative Officer of the Company. Mr. Hollingsworth remains
the President and Chief Executive Officer of the Company.
Officers of the Company
In connection with the Split-Off, the individuals listed below, who
served as officers of Liberty Media prior to the Split-Off, were elected and appointed to serve as executive officers of the Company.
| Name |
Positions |
|
Chad R. Hollingsworth
Age: 49 |
President and Chief Executive Officer of the Company.
Mr. Hollingsworth has also served as Senior Vice President of
Liberty Broadband Corporation (“Liberty Broadband”) and Liberty Media since January 2016 and of GCI Liberty, Inc.
(“GCI Liberty”) since December 2024.
Mr. Hollingsworth also previously served as Senior Vice President
of QVC Group, Inc. (formerly Qurate Retail, Inc.) (“QVC Group”) from January 2016 to March 2025,
Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) from January 2016 to April 2025, Atlanta
Braves Holdings, Inc. (“Atlanta Braves Holdings”) from December 2022 to August 2024, Liberty Media Acquisition
Corporation (“LMAC”) from November 2020 to December 2022 and prior GCI Liberty, Inc. (“prior
GCI Liberty”) from March 2018 to December 2020. Prior to January 2016, Mr. Hollingsworth held various positions
with certain of these companies and their predecessors since 2007, including Manager, Director and Vice President.
Mr. Hollingsworth has served on the board of directors of
Live Nation since 2020. He also currently serves as a director for Rocky Mountain PBS and Invest in Kids, both Colorado-based nonprofits. |
| |
|
|
Brian J. Wendling
Age: 53 |
Chief Accounting Officer and Principal Financial Officer of the Company.
Mr. Wendling has also served as Principal Financial Officer
and Chief Accounting Officer, since July 2019 and January 2020, respectively, of Liberty Broadband and Liberty Media and, since
December 2024 of GCI Liberty. |
| | Mr. Wendling has held various positions with certain of these
companies and their predecessors since 1999. Mr. Wendling also previously served as Principal Financial Officer and Chief Accounting
Officer of QVC Group from July 2019 and January 2020, respectively, to March 2025, Senior Vice President and Chief Financial
Officer of Liberty TripAdvisor from January 2016 to April 2025 and Principal Financial Officer and Chief Accounting Officer
of Atlanta Braves Holdings from December 2022 to August 2024, LMAC from November 2020 to December 2022 and prior GCI
Liberty from July 2019 and January 2020, respectively, to December 2020.
Mr. Wendling has served on the board of comScore, Inc. since
March 2021. |
|
Renee L. Wilm
Age: 51 |
Chief Legal Officer and Chief Administrative Officer of the Company.
Ms. Wilm has also served as Chief Legal Officer and Chief Administrative
Officer, since September 2019 and January 2021, respectively, of Liberty Broadband and Liberty Media and, since December 2024
of GCI Liberty.
Ms. Wilm previously served as Chief Legal Officer and Chief Administrative
Officer of QVC Group from September 2019 and January 2021, respectively, to May 2025 and March 2025, respectively,
Liberty TripAdvisor from September 2019 and January 2021, respectively, to April 2025, Atlanta Braves Holdings from December 2022
to August 2024, and LMAC from November 2020 and January 2021, respectively, to December 2022, a director of LMAC from
January 2021 to December 2022 and the Chief Legal Officer of prior GCI Liberty from September 2019 to December 2020.
Ms. Wilm also served as Chief Executive Officer of Las Vegas Grand Prix, Inc., a wholly owned subsidiary of Liberty Media and
Formula 1, from January 2022 to February 2025.
Prior to September 2019, Ms. Wilm was a Senior Partner with
the law firm Baker Botts L.L.P., where she represented Liberty TripAdvisor, Liberty Media, QVC Group, Liberty Broadband and prior GCI
Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder
arrangements, as well as securities offerings and matters of corporate governance and securities law compliance. At Baker Botts, Ms. Wilm
was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office. |
Item 5.03. Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On December 15, 2025, the Company filed
its Amended and Restated Articles of Incorporation (the “Restated Articles”) with the Nevada Secretary of State, which
became effective as of 4:01 p.m., New York City time, on December 15, 2025. The Restated Articles provided for the reclassification
of the Company’s then outstanding common stock, par value $0.01 per share, into the Company’s Series A Liberty Live Group
common stock, Series B Liberty Live Group common stock and Series C Liberty Live Group common stock (collectively, the
“Liberty Live Group Common Stock”). The Restated Articles also authorize a group of common stock to be designated
the Ventures Group common stock (“Ventures Group Common Stock” and together with Liberty Live Group Common Stock, the
“Company Common Stock”), which may be issued in three series. No shares of Ventures Group Common Stock are outstanding. The
Restated Articles set forth the terms of the Company Common Stock and the rights of holders of the Company Common Stock. Shares of
the Company’s Series A Liberty Live Group common stock and Series C Liberty Live Group common stock
will begin trading on Nasdaq under the symbols “LLYVA” and “LLYVK” on December 16, 2025. Shares of the
Company’s Series B Liberty Live Group common stock will be quoted on the OTC Markets under the symbol “LLYVB” and
quoting is expected to begin on or around December 17, 2025.
Also on December 15, 2025, effective
as of the Effective Time, the Company amended and restated its bylaws (the “Bylaws”) to read as filed as Exhibit 3.2
to this Current Report on Form 8-K.
The section of the Prospectus entitled “Description
of Liberty Live Capital Stock and Comparison of Stockholder Rights,” which describes certain provisions of the Restated Articles
and Bylaws, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of
the Restated Articles and the Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On December 15, 2025, the Company and Liberty
Media issued a joint press release announcing the completion of the Split-Off. The full text of the press release is filed as Exhibit 99.1
and is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure
requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 2.1 |
|
Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 3.1 |
|
Amended and Restated Articles of Incorporation of Liberty Live Holdings, Inc. |
| 3.2 |
|
Amended and Restated Bylaws of Liberty Live Holdings, Inc. |
| 10.1 |
|
Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.2 |
|
Services Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.3 |
|
Facilities Sharing Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc., Liberty Property Holdings, Inc., Liberty Tower, Inc. and Liberty Centennial Holdings, Inc. |
| 10.4 |
|
Aircraft Time Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.5 |
|
New Holder Assignment and Assumption Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc. and Live Nation Entertainment, Inc. |
| 99.1 |
|
Joint Press Release, dated December 15, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 15, 2025
| |
LIBERTY LIVE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: Brittany A. Uthoff |
| |
|
Title: Vice President and Assistant Secretary |
