Liberty Media Corporation Announces Proposal to Make Sirius XM a Wholly Owned Subsidiary

Englewood, Colo., January 3, 2014--Liberty Media Corporation  announced today that it has made a proposal to Sirius XM Holdings Inc. that outlines the terms by which Sirius public shareholders would become shareholders of Liberty in a tax-free transaction in which 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 to create a liquid trading market for Liberty's Series C common stock.

Liberty currently owns about 52% of Sirius, this proposal will eanable Liberty to assume 100% ownership of the company.  Sirius will them be a wholly-owned subsidiary of Liberty.

Upon the completion of the proposed transaction, Liberty expects that Sirius' public shareholders would own approximately 39% of Liberty's then-outstanding common stock.

"Our proposal will allow Sirius public shareholders to convert from a non-controlling stake in a subsidiary into a direct equity position in Liberty, the parent company," said 
Greg Maffei, Liberty's President & CEO. "Sirius shareholders will continue to participate in Sirius' future prospects along with Liberty's broader portfolio of businesses and opportunities. We believe the combined company will have better access to capital and all of Liberty's shareholders — both its current shareholders and the Sirius shareholders who become Liberty shareholders as a result of the proposed transaction — will enjoy enhanced liquidity as shareholders of a US$ 27 billion market capitalization company."

The Series C common stock would be Liberty's largest and most liquid series of stock. The proposed exchange ratio of 0.0760 would value Sirius common shares at approximately $3.68 per share based on closing prices of Liberty's Series A shares on Friday, January 3, 2014. This exchange ratio represents a 4.5% premium to the exchange ratio implied by the closing prices of Liberty's Series A and Sirius' shares on Thursday, January 2, 2014 and a 3.1% premium to the exchange ratio implied by the closing share prices of Friday, January 3, 2014.

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