お知らせ • Jul 03
Formula One Group (NasdaqGS:FWON.K) completed the acquisition of 86% stake in Dorna Sports, S.L. from Cpp Investment Board Europe S.à R.L. and Bridgepoint Group plc (LSE:BPT) and others.
Formula One Group (NasdaqGS:FWON.K) has entered into an agreement to acquire to acquire 86% stake in Dorna Sports, S.L. from Cpp Investment Board Europe S.à R.L. and Bridgepoint Group plc (LSE:BPT) and others for €3 billion on March 29, 2024. The transaction sees Liberty Media acquire approximately 86% of Dorna, while Dorna management will retain approximately 14% of its stake in the business. For their part, Bridgepoint and the Canadian pension fund CPPIB exit the capital of the Spanish company after several years as shareholders. The transaction reflects an enterprise value for MotoGP of €4.2 billion and an equity value of €3.5 billion with the existing debt balance at MotoGP expected to remain in place after close. The equity consideration to sellers is expected to be comprised of approximately 65% cash, 21% in shares of Series C Liberty Formula One common stock (Nasdaq: FWONK) and 14% of retained MotoGP management equity. CPP Investments’ net proceeds from the transaction are expected to be approximately €1.213 billion ($1.3029 billion) of which approximately 75% is in cash and 25% in Series C Liberty Formula One tracking stock. The cash consideration will be funded with a mix of cash and debt, subject to market conditions. It has secured all funding for MotoGP transaction and on track to close by year-end 2024 i.e., In connection with the refinance, F1 secured incremental funding for the new MotoGP transaction, and all acquisition related financing is now complete and completed public offering of 12.2 million FWONK shares for €879.15 million ($949 million) gross proceeds in lieu of issuing equity to sellers, Raised deal-contingent incremental €787.437 million ($850 million) Term Loan B and €138.959 million ($150 million) Term Loan A commitments. Liberty Media, have entered into a commitment letter with Goldman Sachs Bank USA (the “Commitment Party”) to provide an unsecured 364-day term loan bridge facility in an amount up to €1.862 billion ($2 billion) under the bridge facility provided for in the Commitment Letter will be applied to fund the cash component of the Transaction and pay the fees and expenses incurred in connection with the Transaction. MotoGP has Revenue of €486 million and Adjusted EBITDA of €179 million. Liberty Media will pay termination fee of €126 million.
The acquisition is subject to the receipt of clearances and approvals by competition and foreign investment law authorities in various jurisdictions and is expected to be completed by year-end 2024. As on August 21, 2024, Liberty Media Corporation announced that it has priced the previously announced public offering of 10,650,000 shares of its Series C Liberty Formula One Common Stock at a public offering price of €69.626per share. Liberty Media also granted the underwriter of the offering an option to purchase up to an additional 1,597,500 FWONK shares. The offering is expected to close on August 22, 2024, subject to the satisfaction of customary closing conditions, and is expected to result in approximately €741.5 million in gross proceeds to Liberty Media, before deducting the underwriter’s discounts and estimated offering expenses payable by Liberty Media. Expect Proceeds Will Partially Fund MotoGP Acquisition and General Corporate Purposes. As of December 12, 2024, the acquisition of Dorna Sports is set to be hit by an in-depth European Union probe, in the first escalation of a big merger case by new antitrust chief Teresa Ribera stating Spaniard’s team is concerned the tie-up could hamper competition in broadcasting and streaming markets by drawing two giant motorsports brands under one banner. The European Union is preparing to launch a detailed investigation into Liberty Media’s acquisition of MotoGP, raising concerns about competition in motorsports broadcasting and streaming. As of December 19, 2024, Liberty Media today received notice from the European Commission opening a Phase II investigation into its previously announced acquisition of MotoGP and Liberty Media will continue to work with the European Commission as they progress their review and have agreed with the sellers to an extension of the longstop date to June 30, 2025 in order to accommodate the more in-depth investigation. As of February 27, 2025, Liberty Media extended date for regulatory approval of MotoGP acquisition to June 30, 2025. As of March 13, 2025, The European Commission has set July 1, 2025, as a provisional deadline to decide on Liberty Media Corp's (NASDAQ:LSXMA) deal to buy Dorna Sports SL. As of June 23, 2025, Liberty Media Corporation has received unconditional approval from the European Commission. Liberty Media has received the necessary regulatory approvals in all other jurisdictions to close the acquisition. Receipt of the European Commission’s approval is the final condition to the transaction, which is now expected to close no later than July 3, 2025.
Goldman Sachs & Co. LLC is acting as financial advisor to Liberty Media and is providing committed debt financing for the transaction, and C. Brophy Christensen, Brad Finkelstein, Andrew Weiler, Noah Kornblith, and Robert Wann, Cheryl Looper, Keith Guo, and Benjamin Finger of O’Melveny & Myers LLP, Paul Cuomo, Catriona Hatton, David Cardwell, Sofia Doudountsaki, Dina Jubrail, Jon Lobb, Josh Mandell, Graham Brough, Nick A. Frey, and Stuart McIntyre of Baker Botts are acting as legal counsels. Moelis & Company LLC is acting as financial advisor and Latham & Watkins LLP and Ildefonso Polo of Garrigues are acting as legal counsels to Dorna,. David Walker, David Little, Lisa Martin and Matthew Goulding, Helen Lethaby, and Dominic Newcomb of Latham & Watkins has advised Bridgepoint and the Canada Pension Plan Investment Board (CPP Investments). Manuel Echenique of Uría Menéndez, Deloitte, and EY has served as tax Consultant Bridgepoint. Moelis has advised Bridgepoint and CPP. Pablo González Mosqueira, Andy Ramos, Norma Peña, Lucía Rodríguez, Borja Gil-Casares, Alicia Maddio, and Leticia Baley of Pérez-Llorca has also advised the buyers, Liberty Media. Carlos Marín, Ignacio González del Castillo, Laura Vilas, Alberto Fernández, and Álvaro López of KPMG Abogados has advised Liberty Media Corporation.
Formula One Group (NasdaqGS:FWON.K) completed the acquisition of 86% stake in Dorna Sports, S.L. from Cpp Investment Board Europe S.à R.L. and Bridgepoint Group plc (LSE:BPT) and others on July 3, 2025. Following the consummation of the Acquisition, approximately 16% of the equity interests in Dorna continue to be owned by certain of the Management Sellers.
