Liberty Media to acquire MotoGP rights holder Dorna Sports for €4.2B enterprise value

On March 29, 2024, Liberty Media Corporation, a Delaware corporation (“ Liberty Media ”), agreed, subject to certain conditions, to acquire approximately 86% of the equity interests in Dorna Sports, S.L., a private limited company incorporated in Spain (“ Dorna ”), in a transaction with an aggregate equity value of approximately €3.502 billion (the “ Transaction ”). To effect the Transaction, Liberty Media entered into a Share Purchase Agreement (the “ Purchase Agreement ”), with Libertad Especia, S.L.U., a private limited company incorporated in Spain and a wholly owned subsidiary of Liberty Media (“ Buyer ”), Global Racing LX2 S.à.r.l., a company incorporated in Luxembourg (“ Institutional Seller ”), Global Racing LX1 S.à.r.l., a company incorporated in Luxembourg (“ LX1 Seller ”), and certain current Dorna management equity holders (the “ Management Sellers ” and together with the Institutional Seller and LX1 Seller, the “ Sellers ”).

Concurrent with the entry into the Purchase Agreement and as further contemplated by the Purchase Agreement, Buyer, Dorna and certain Management Sellers (the “ Initial Management Holders ”) entered into a shareholders’ agreement (the “ Shareholders’ Agreement ”),