Formula One Group (FWONA) Q3 2023 Earnings Report, Transcript and Summary

Welcome to the Liberty Media Corporation's 2023 Q3 Earnings Call. [Operator Instructions] Afterwards, we will conduct a question-and-answer session. [Operator Instructions] As a reminder, this conference will be recorded November 3. I would now like to turn the call over to Shane Kleinstein, Vice President, Investor Relations. Please go ahead.

Thank you. Before we begin, we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially, due to a number of risks and uncertainties, including those mentioned in the most recent Forms 10-K and 10-Q filed by Liberty Media with the SEC and the most recent Form 10-Q and registration statement on Form S-1 filed by Atlanta Braves Holdings with the SEC. These forward-looking statements speak only as of the date of this call, and Liberty Media and Atlanta Braves Holdings expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Liberty Media or Atlanta Braves Holdings expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. On today's call, we will discuss certain non-GAAP financial measures for Liberty Media, SiriusXM and Atlanta Braves Holdings, including adjusted OIBDA and adjusted EBITDA. The required definitions and reconciliations for Liberty Media, SiriusXM and Atlanta Braves Holdings Schedules one through three can be found at the end of the earnings press release issued today, which are available on Liberty Media and Atlanta Braves Holdings website. Now I'd like to turn the call over to Greg Maffei, Liberty's President and CEO.

Thank you, Shane, and good morning to all. Today, speaking on the call, we will also have Formula One's President and CEO, Stefano Domenicali; and Liberty's Chief Accounting and Principal Financial Officer, Brian Wendling. Also during Q&A, we will be available to answer questions related to the Atlanta Braves Holdings and the Braves management will be available as well. So beginning with Liberty SiriusXM. We did propose a combination of LSXM and SIRI. The goal is to rationalize the dual corporate structure, create a single share class and benefit both groups of shareholders. We believe such a combination would lead to enhanced trading dynamics in new Sirius with increased liquidity, less technical pressure, for example, a small short interest, and a higher likelihood of future index inclusion. We will provide updates on this potential transaction only if and when an agreement is reached. So let me turn to Sirius itself. Q3 results demonstrate what management had put forward during the year that there would be continuous improvement throughout the year, and we saw sequential improvements in self-pay net adds, and we expect a slightly positive back half of the year. EBITDA grew 4% versus the prior year and 6% sequentially, and there were $40 million of cost savings that were realized during the third quarter. The dividend was raised 10%. The Board approved that, showing continued confidence in Sirius' cash flow generation capabilities. Sirius also announced an expanded partnership with Ford to make SiriusXM a standard feature in all traditional F1s, beginning with the 2024 model year. That's important because the Ford F-150 has been the best-selling vehicle in the U.S. for over four years. Management does remain focused on its strategic objectives, supported by the significant EBITDA and free cash flow generation. You will see a new streaming experience and branded platform announced next Wednesday, the day before our Analyst Day by the Sirius management team at their own event, and we believe this new experience will be able to drive engagement and enhance subscriber acquisition and retention. Turning now to the Formula One Group. We announced in September our planned acquisition of Quint. Quint is a provider of hospitality inventory, and they sell unique experiences to F1, the NBA, for the NBA All-Star game, the Kentucky Derby and other sporting events. We believe this merger or this purchase will announce and enable us an enhanced partnership with F1 and lead us to expand to other live sporting events. Quint is a high-growth asset with EBITDA and cash flow positive capabilities and currently already are both, but we'll expect will grow more over time. Turning to other things at F1. During the quarter, in October, we repriced the $1.7 billion of our F1 term loan B, and we tightened the spread there from 300 basis points to 225 basis points. At F1 itself, we see surge in popularity and it continues. We've had continued sell-outs in the grandstands in the Paddock Club. We've seen growth in engagement and awareness across social platforms, TV, digital platforms like F1T, social consumer media and others. You continue to see new interest in Formula One. For example, we've seen new investors, high-profile investors joined at Alpine, Rory McIlroy, Anthony Joshua and Patrick Mahomes, and that follows Ryan Reynolds investment in June. This morning, at F1, we also announced a 5-year extension of our race in Brazil through 2030. We are excited for the inaugural Vegas race in just under two weeks begin. The Pit Building is ready. We received the certificate of occupancy to operate for the race. This will be the largest Pit Building on the F1 calendar. The rooftop deck and wraparound balcony will provide 360-degree views of the track. The temporary structure is in place. The bridges are complete. We are ready to go. This event will offer an unparalleled fan experience. It's going to kick off with an All-Star line-up for the opening ceremony Wednesday before the race, which will air on ESPN2. To name a few, they'll be Keith Urban, Andra Day, J Balvin, will.i.am, Journey and others. We'll also have Netflix hosting its first ever live sporting event the Netflix Cup. This will be a golf tournament with F1 drivers and PGA Tour players, and it will stream on Netflix on the 14th of November at 6:00 p.m. Eastern Time. The Vegas race is generating record-breaking sponsorship levels, with new marquee brands, and these examples include Moet Hennessy, Timo and Google Chrome. But more importantly, we think the biggest experience will create commercial opportunities beyond the race itself and accrue to the broader F1 ecosystem. The AmEx partnership we recently announced is a great example, and there are more to come. We did incur significant expense in launching year one in Vegas, and that included extra provisions for safety, security and traffic planning, which was required by local regulators. And we had several nonrecurring items, for example, our first year only opening ceremony, as I mentioned, and the design and launch of our multipurpose app and creation of a fan database. We remain highly confident and increased efficiency, to operate there on our growing profitability in years two and beyond, and we remain bullish on the broader value creation at LVGP that, far outweighs the increased investment in start-up costs. Let me turn now to Liberty Live Group, where we issued new $1.15 billion of 2.375% [LVY] Exchangeable in September, $918 million of those proceeds were used to repurchase 93% of our existing LVY exchangeable. Looking at the Live Nation itself, another record quarter announced. Looking year-to-date, they've sold 140 million tickets versus 121 million for the full 2022. Revenue was up 36%, AOI was up 33%. They saw strength in all markets, venues and price points with international leading the way. Year-to-date, concert fans are up 21%, with international fans up 34%. Per fan profitability is up double-digits globally at operated and owned theatres and clubs, and sponsorship has been a tremendous win with a new large deal with MasterCard, driven again by growth in the international concerts platform. Live sees continuing tailwinds into 2024 and beyond. Consumer wallets are continuing to be spent on live experiences. We see untapped potential in the continuing globalization of lives business, and large venues are showing a pipeline and sponsorship commitments, which are up double-digits. Lastly, looking at the Braves. It was an incredible season on field and off the field, even if the playoff run was obviously more disappointing and ended earlier than we had hoped. We finished with the best record in Major League Baseball, 104 wins against 58 losses. 3.2 million tickets were sold, a new record for Truist Park. We won our sixth straight National League title. The Braves have won the most division titles of any team in baseball since the institution of Divisional Play in 1969. Braves had strong financial performance. Baseball revenue was up 11% year-to-date, from increased ticket demand and attendance, and the Battery continue to benefit from increased traffic and rent growth, with adjusted OIBDA at the mixed-use up 15% in the nine months, versus the prior year. And with that, let me turn it over to Brian for some more on our financial results.

Thank you, Greg, and good morning. My remarks this morning when I'm talking about balance sheet figures, we'll be comparing 9/30 to the adjusted 6/30 balances that are adjusted for the split-off that was completed on July 18, and the reclassification of our tracking stocks that, was completed on August 3, as you'll see noted in the release. At quarter end, Liberty SiriusXM Group had attributed cash, liquid investments and monetizable public holdings of $339 million. Excluding $53 million of cash held at SiriusXM and including the Battery stake held at LSXM that's valued at $65 million as of 9/30. We expect these shares will be exchanged with third-party lenders to paydown debt in the near term. There's also $1.1 billion of undrawn margin loan capacity at the parent level, related to our SiriusXM margin loan. As of November 2, the value of the SiriusXM stock, was $14.9 billion. We have $1.4 billion in principal amount of debt, against these holdings. Total Liberty SiriusXM Group attributed principal amount of debt, is $11.5 billion, which includes $9.4 billion of debt, at SiriusXM. Subsequent to quarter end, Liberty SiriusXM retired, the remaining $199 million outstanding face value, of the 1.375 basket convertible notes. Turning to the Formula One Group. At quarter end, Formula One Group had attributed cash and liquid investments of $1.5 billion. This includes $947 million of cash at Formula One. Total Formula One Group attributed principal amount of debt was $2.9 billion, which includes $2.4 billion of debt at F1, leaving $500 million at the corporate level. F1's $500 million revolver is undrawn, and their leverage at quarter end was 2.2 times. And as Greg mentioned, the F1 repriced its term loan B in October, resulting in 75 basis points of margin compression to 225 basis points. The F1 business is best analyzed on an annual basis, given its variability in the year-over-year rate calendar. With that said, though, I will make a few brief remarks on the quarterly results. During the quarter, F1 recognized a higher proportion of season-based income, due to eight out of 22 races occurring during this quarter, compared to seven out of 22 in last year. The mix of races has also benefited our financial results in the third quarter, with two flyaway races Singapore and Japan taking place this year, versus France in the prior year period. Formula One grew OIBDA in the quarter in line, with revenue growth. We realized leverage on fee payments, during the quarter while also making incremental investments and growth initiatives that, were lower or not incurred in the prior year period, like the Vegas race and F1 Academy. Our team payments, are best viewed on a year-to-date basis and represented 64.6% of pre-team OIBDA, for the first nine months. I will note that Q2 and Q3 tend to have higher percent payout ratios, based on the greater mix of European races in these two quarters. Reminder that other costs of F1 revenue and SG&A, are best viewed as a percent of total revenue. Other costs at F1 revenue for the quarter, was 21% of total revenue. Note that the LVGP-related revenues and other cost of sales will largely be recognized in the fourth quarter when the race occurs. On SG&A, the third quarter included $8 million of costs, related to LVGP. Non-Vegas, as Greg said, the Paddock building is ready. Year-to-date, through the third quarter, we incurred approximately $280 million of CapEx, related to the Pit building structure and track preparation. The majority of the CapEx spend has and will be incurred at the corporate level, related to the Pit building as the land and buildings sit within F1 - Formula One Group, sorry, separate from the Formula One OPCO. Track-related CapEx has and will be incurred at the F1-OPCO level. At the Liberty Live Group, there's attributed cash, liquid investments and monetizable public holdings of $417 million, which includes the ETF assets. There's also $400 million of undrawn margin loan capacity, related to our Live Nation margin loan. As of November 2, the value of our Live Nation stock was $5.7 billion. We have $1.2 billion in principal amount of debt against these holdings. And during the quarter, we raised 1.15 billion of new 2.375 Live Nation exchangeable bonds. Portion of these proceeds were used to repurchase approximately 93% of our outstanding 0.5% Live Nation exchangeable bonds for $918 million. There's 62 million remaining outstanding on the 0.5% bonds, which have a September '24, put call date that we expect, to settle with the remaining proceeds from the recent issuance. Liberty and our consolidated subsidiaries are in compliance with their debt covenants at quarter end. And turning briefly to the Atlanta Braves. Revenue growth in the quarter primarily reflects increased attendance, at regular season games and growth in related revenues, including ticket and concession revenue, which more than offset the impact of one less home game in the current period. Battery mixed-use revenue grew, due to increased rental income, from existing and new tenants, and then baseball operating costs grew in the third quarter, primarily due to increased player payroll and higher minor league expenses. SG&A was also elevated in the third quarter, driven by costs related to the split-off. And with that, I'll turn it over to Stefano to discuss Formula One.

Thanks, Brian. Good morning. We are coming to the end of an action-pack triple header in the Americas, from Austin to Mexico City and this weekend to Brazil. Max Verstappen Red Bull have had an incredible season winning their second consecutive Constructor Championship and second, third consecutive title. While the Championship has been secured for several races, the other teams are still competing firstly, with tight battles all the way down the field at every event. We have had six different teams represented on the podium season to-date. McLaren, Mercedes and Ferrari have gained strength throughout the season evidenced in Austin with Lando's excellent start and excitement around the various type strategy implemented. Santa Lewis is getting closer Max in Austin and Mexico and Ford, Ferrari paused in the 6 races. We have more battles left to witness for the remainder of the season, even with the number of teams shifting focus to their 2024 forecast. With gaps in performance appearing to be closing over recent events, we hope for a real challenge for Max next year. Our business is in a position of strength. Fun engagement is high, commercial interest is strong. The teams have sustainably improved their financial health, generating their own incremental sponsorship, which benefit our entire F1 ecosystem. And we have a number of brand expansion initiatives in the works, including the much anticipated Apple TV starting Brad Pitt. I will have more to share on our strategy to capitalize on this momentum at Liberty's Investor Day next week. Braves attendance in 2023 continues to sell out. The highlight of the third quarter was the record 480,000 weekend attendance at Silverstone for the British Grand Prix, the highest recorded in any event in recent decades. Other highlights, so the Japanese Grand Prix welcome total weekend attendance of 202,000 to the highest level since 2006. The Netherlands sold out a 305,000 fans. Singapore sold out a 260,000 and last weekend in Mexico, saw another record with 400,000 attending. These are massive crowds for the country where we race. As we've discussed, our fans are increasing in excess in F1 content across multiple media platforms, including leaner, digital and social. We are building a richer and more varied content across median to satisfy the various types of fans. All in a TV, global audiences averaged approximately 70 million. Growth market has seen solid year-over-year growth viewership, including Spain, Australia, Mexico as well as the U.S., where we have also had particularly strong growth in F1 TV subs. We've seen growth on digital video viewership with the F1 YouTube channel reaching almost 10 million subscribers, plus 14% year-over-year. Across our social media channels, F1 reached 67.6 million followers as of Q3, up 26% year-over-year. TikTok is now fastest-growing platform on social media, growing existing and new fans alike. Massive audience gravitate to both racing and lifestyle content across our social channels. EI launched their F1 '23 game in June, and the U.S. is now the biggest market for our game, surpassing the U.K. for the first time. According to OpenCritic, the game continues to be the highest-rated annualized sporting game franchise globally. F1 continues to advance our approach to audience measurement as consumer behaviors evolve. We aim to better capture our wider viewership and engagement for the future as we continue to grow these touch points. Turning to recent updates on our commercial agreement. On race promotion, we look forward to the '24 race championship calendar next year. We recently renewed our agreement in Belgium for an additional year in 2025, after record year race attendance of 380,000 this season. The promoter has invested in its capacity increases, and more variety entertainment for fans in recent years, which has benefited their attendance figures. On Media right, we entered into a strategic partnership with the Viaplay in the Netherlands that will allow their customer to access F1 TV Pro as part of their Viaplay subscription, providing fans with incremental commentary, camera angles, radio communication and more. Our agreement with RTBF in the Netherlands and Belgium were also new for multiple seasons. This past week, we have announced an expansion of our agreement with DAZN to broadcast F1 in Spain in an attractive deal until the end of 2026, a market with strong growth in TV viewership this season. TV Pro and access subscribers are continuing to grow and provide a tailwind to our Media right revenue. On sponsorship, our recently announced new multiyear regional partnership with American Express, welcome them as official payment partner for the F1 in the Americas and for Las Vegas Grand Prix. Card members will have special benefits and access across F1 races in the Americas, including presale tickets and curated on-site benefits. We were also thrilled to renew our agreement with Pirelli and Liqui Moly. Pirelli will remain F1 global partner until 2027, securing their place as long-standing supply to Formula One. Liqui Moly will also continue as an official partner under a multiyear renewal. Overall, demand and interest from sponsors continue to be strong, given the growth in our brand and the opportunity to align with F1 sustainability initiatives. We continue to have meaningful success in securing new and renewed sponsors, and we are confident in our coming pipeline. All eyes are now on Las Vegas as we countdown to the Grand Prix weekend. While the race is set, we will be a spectacle. It has also generated exciting noise that benefits the entire F1 ecosystem through the increased commercial interest, fan awareness and broader brand value. The fan experience will be unparalleled. The team has continued to invest in creative offering for its fans, including announcing with the Wynn Grid Club, a first of its kind membership program that will debut in Las Vegas Grand Prix. The program is designed for the F1 enthusiasts and will provide members with an unparalleled hospitality experience, including exclusive access to location within the Pit building, bespoken services and incredible cuisine. Members will also enjoy year-round benefits to additional F1 races services through all over Wynn properties. As part of our partnership with the brand new Sphere, we will be taking over the exosphere from Wednesday to Sunday or race we can to display a combination of unique partners, F1 and Las Vegas Grand Prix content. The team in Las Vegas, led by Renee Wilm, has real secured a number of new partnership in addition to the previously mentioned Americas fresh deal. With the agreements announced this quarter, the Las Vegas Grand Prix has now secured over 20 partnerships to-date for the marquee event. We are committed to raising Las Vegas in the long-term. The total local economical benefit of the Grand Prix, this year is expected to reach over $1.2 billion, which includes the direct spend from F1, to put on the race, the incremental spend by visitor and the impact of local supplier and businesses. In addition, the Las Vegas Grand Prix will generate estimated $25 million that will be allocated to K-12 public school and is developed in a STEM program that will be implemented in the Cloud County school district in the coming years. Perhaps a future F1 engineer will be born out of this. Finally, F1 continues to progress our sustainability and diversity and inclusion efforts. F1 Academy completed its debut season in Austin last month. Congratulations to Marta Garcia on the victory. And as we promised, she has now secured a full founded seat with PREMA Racing in the FRECA Series underlining our determination to ensure the best in the Academy series move upwards to the system. The F1 Academy final was broadcasted live in over 100 territories, marking a significant extension of coverage. This demonstrates the support of our broadcast partners and their commitment in bringing F1 Academy to both existing and new generation F1 fan, who can be inspired by this incredible racing talent. Additionally, our ambition effort in the development of 100% advanced sustainable fuel advancing well. Just last week, our partner, Aramco, announced that they will start operating 2 plus to produce synthetic fuels by 2025. Our partnership with DHL to use biofuel truck across the European of the season was highly successful. They reduced emission by an average of 83%, compared to the diesel-driven trucks. The use of biofuel will continue into 2024 and beyond. And we are excited about the insight we are gaining this year as we're exploring further opportunity in the connection with DHL. We have only three races left in the record-breaking season. I want to thank our F1 family, FIA, fans, teams, partners and shareholders to all of their support and enthusiasm decision. Our own track excitement isn't done yet. With the battle of constructor standing outside of first place likely to conduct to the last round of racing, we hope you tune into Brazil this weekend before we make our way to the inaugural Las Vegas Grand Prix and then wrap the season in Abu Dubai. I look forward to providing additional updates at Liberty's Investor Day next week [Avanti Tutta] full speed ahead. And now I will turn the call back over to Greg. Thank you. Ciao.

Ciao, Stefano, and thank you, Stefano and Brian. Some of you may have seen our release that Albert Rosenthaler is retiring after 20 years at Liberty. Many of you know who Albert is and how much value he has added for our shareholders. Most recently, he served as Chief Corporate Development Officer, previously he was Head of Tax. He never really relinquished that as we know. Fortunately, he will remain a Senior Advisor. We do have a deep bench of talent, both on the corporate development and tax teams and will continue to grow in those areas. But I'm pleased that they, Albert, will work with them and me to drive future investment opportunities and our tax strategies. We look forward to seeing many of you at our Annual Investor Day on Thursday, November 9 in New York. Additional information is available on our website. John Malone and I will be hosting our Annual Q&A session. If you would like to submit questions in advance, you can email investorday@libertymedia.com. None of the questions can ask if they will be about comedy. We do appreciate your continued interest in Liberty Media and the Atlanta Braves Holdings. And with that, operator, we will open the line for questions.

Thank you [Operator Instructions] Our first question comes from the line of David Karnovsky with JPMorgan. Please proceed with your question.

Hi. Thanks for question. On Formula One payments or team payments year-to-date, if we look at the implied figure for the full year, I think it's down a bit relative to where it was in August. Greg, you noted significant launch in nonrecurring costs related to Vegas. So I wanted to see if you've adjusted your expectation for the economics of the race in the first year?

I'm going to comment a little on Vegas and then I'll let Brian reiterate some of his comments or hopefully, clarity about how those payouts - team payouts can be misleading as looked at just on a quarterly basis. On the first point, yes, I think Vegas is proving to be a bigger spectacle and more impactful than we had anticipated, but there also have proven to be initial start-up costs. I outlined some of them increased security, onetime things like the open day ceremony, but there were other ones like consultants that help us set it up, permitting costs that were unusual and the like. So there are a bunch of initial costs that are probably higher than we had originally estimated. I remain very bullish. We remain very bullish on, as I said, the impact of Formula One overall by Las Vegas and the potential for this race be a profitable exercise itself.

Yes. And just year-to-date, we're running at 64.6%. As you rightly noted out, you can see an implied decline in the overall team payment for the year, but those are covered by what Greg noted. But Q2 and Q3 tend to have a higher percentage team payment than what we typically see for the full year just, because of that higher mix of the European races that have lower economics versus flyways.

So to say another way, as we come into some of the races that are -- have higher revenue, one might expect that the payout ratio will be higher payouts to the team, but a lower percentage overall. So that this quarter may not be indicative, of the full year number. Does that help?

Yes. And just sticking with Vegas for a second, it looks like there is a possibility of a labor strike next week at the hotels. Obviously, this could resolve before the race, but how are you thinking about the potential impact should a work stoppage go through?

We have worked with the unions, and I believe our race will not be impacted directly. We're obviously watching what impact that may have on the overall Las Vegas market.

Thank you.

Thank you. Our next question comes from the line of Ben Swinburne with Morgan Stanley. Please proceed with your question.

Yes. Good morning. Congratulations to Albert, and I guess, the IRS.

He's not quite done yet. We're going to -- thank goodness, we're going to keep him around. So I don't have to say goodbye to him yet. But go ahead, I'm sorry.

No problem. Greg, just to put a finer point on it, I think people want to know, are you guys still expecting this sort of approaching $500 million of revenue race weekend that will be top five - within the top five freezing EBITDA type numbers? Or are you changing that perspective today?

A couple of thoughts. I think those revenue numbers approaching that still a reasonable estimate on profitability. I think I noted we've seen some one-time and start-up costs that may have been larger than anticipated. But remembering how this is impactful to us, not only directly, but indirectly, this is a very profitable race for us. As far as being measured as a top five, obviously, we don't tell the world what the top five are, but we have noted that this one will have that impact. I still think that's true, particularly when you look at the bottom line for FWON, it will have that impact overall. And I think that we will see that profitability, as I noted. Once we get past some of these initial start-up costs, we'll - and we optimize, it will increase. Let's be clear, this year, we optimize for being there, being on time and having a great race. That's not to say we won't have some of that objectives next year, but I think we'll be able to optimize on other variables as well and increase profitability.

Okay. Thank you. And then you made a comment, Greg, at a conference recently, I think acknowledging that you kind of post the Disney, the charter thing and just higher interest rates in the world we're in. Sports rights inflation are probably going to be impacted. You guys just announced this one deal. There was the Apple story out there that you probably won't comment on. But can you guys - can you just give us your perspective on what the market feels like right now for sports rights as a seller? And whether the deal is an indication of the direction ahead as we think about forecasting your businesses that are in the sports business? Thank you.

There are really a couple of variables here. I mean, if you're a fully distributed and more stable sports property, there are certainly trends about fragmentation of the market and overall pricing that might give you pause. Nonetheless, we've seen pretty good increases at some properties. We're in somewhat of a different position, and I think, Ben, your focused rightly on the U.S., where we're still relatively nascent, and our product is gaining traction, and our audiences are growing dramatically. So I think I feel very comfortable with the F1 renewals much more than I do with the overall market. There are a lot of factors in the overall market where you know well, the fragmentation to find scale. And if you're a property trying, to decide between how you get paid and reach and that is always a challenge to be managed, that will be made more difficult with the fragmentation of the market. But on the other side, things like the SAG strike, things like the continued increase in cost of scripted content do make sports, still a very desirable place to be and the place where scale can be reached. So, there are a bunch of counter-growing trends that are - [make me met] on the whole market, but still very bullish on F1.

Is Europe tougher than the U.S.? How would you compare those?

I think the reality is most of the trends that are negative are further along in the U.S. than in Europe. But a lot of cases, Ben, as you know, the - how would sports rates get bid, largely a function of which distributor in the market needs the product or wants the product. And it could be a market where there are multiple bidders you're going to do very well, and where there are fewer bidders, you will do less well. And that may almost be unrelated to what is going on in the market in that particular geography.

Thanks so much.

Thank you.

Thank you. Our next question comes from the line of Bryan Kraft with Deutsche Bank. Please proceed with your question.

Good morning. I guess I wanted to ask a couple, if I could. Greg, what do you think the time line will look like, to reach an agreement with the special committee of Sirius, assuming you do reach one? And whether you just answered that question or not, I was wondering if you could maybe address the second one, which is if you do reach an agreement, once that agreement has been reached, what would be the key milestones and the probable timing to close the spin and merge? And then separately, I just want to ask you about QuintEvents. Once you close that acquisition, are there significant advantages to F1 from owning the asset? Or is it more of an opportunistic acquisition to pursue growth opportunities outside of F1? Thanks.

Okay. It's a lot, Bryan. All right. Let's start with - I already said I'm not going to comment on any further on the negotiations, timing or the like. If a deal is reached, I think it will be required a shareholder vote likely, the structure of - the shareholder vote on the LSXM side, the structure on the SXM side, given our high equity ownership and the structure of how they work their charter and bylaws will be quicker. But there will also be the typical regulatory SEC matters and FCC matters that likely have to be cleared. So I would still expect several months delay even post any deal that has made reached. On Quint, I think we're excited about Quint for many reasons, and I'll let either Stefano or Renee, who both have views add it. But we're excited because of what it can do for us. One of the trends that we are pushing forward in Formula One is understanding our customers better and really having a direct connection. And so many things that we are doing, whether it be the app or Las Vegas or Quint allow us, to better understand our customers and their needs and desires. And I think that's a continuing trend, you will see that will add power, to the F1 ecosystem and allow us to do much more. Quint is important, because of how they touch those customers are some of our best customers and how we can utilize their talents, to grow and our understanding of our existing customer base, but also expand that customer base. The opportunity outside of F1 is also very interesting. I mentioned some of the places where they are at MBA, Churchill Downs. We think there are many sporting events, many live events that could benefit from Quint-type experiences. And we think Liberty can be in a position potentially to help them reach out to some of those leagues and opportunities. So, we're excited both for what it can do for F1 and what we can help do together, hopefully in the outside world of sports. Stefano, do you want to add anything?

No. I think, Greg that you touched exactly the point that is for Formula One, for sure. The need of understanding better our customer. And the growth of the request that, we have in all around the world makes - it's related, to the experience, and this acquisition will allow us, to talk with them better and to offer them better products and better things that will be - will enable them to be closer to our F1 world.

Greg, if I could ask one follow-up just on the first one. I think you mentioned FCC is in Federal Communications Commission matters. I guess my understanding, is there would be no HSR approval needed, because you already have hard control. Is there an approval needed? How should we think about what the FCC's role would be?

My understanding is, is that - Renee, you want to go?

Yes. No, I'm happy to. It would be very much a pro forma application process, likely done within 45 to 60 days is what we're expecting. I think the longer pole in the tent will be the SEC review, which to Greg's point, should take a few months, I think maybe four to six months to get the entire thing done after we have an announcement.

Okay. Great. Thank you so much.

Thank you. Our next question comes from the line of Vijay Jayant with Evercore. Please proceed with your question.

So thanks. A question on the Las Vegas race. I'm assuming that the OpCo is paying the holding company, as a promoter, given Liberty Media spend money on the track and the land sort of a promotion fee. So when -- Greg, when you talk about the profitability of the Vegas race, are you assuming that includes arguably that, payment to the OpCo - from the OpCo to the Holdco? Or is it at the operating company, the profits you're sort of expecting from the race? Thanks.

Well, Vijay, you're correct that there is that relationship. I think we are talking about the totality, but also, I think, over time, how the OpCo will be a very profitable race as well. So I think you can look at it both ways.

And then just - Stefano talked about the attendance in all these races. Can you sort of confirm that the Vegas race is sold out on ticketing?

Stefano, I'm happy to take that one. Vijay, it's Renee. We have a handful of tickets left, and the demand coming in, in the last minute, which knowing Vegas is the last-minute market, we didn't back - hold ticket back for that purpose. So, we are very excited, and we will be sold out by the time of the event.

Los Angeles -- for Las Vegas relatively late, which is part of the war strategy.

Great. Thanks.

Thank you. Our next question comes from the line of Stephen Laszczyk with Goldman Sachs. Please proceed with your question.

Hi. Great. Thanks for taking the questions. Maybe just a follow-up on the media rights strategy for F1 to the extent you'd be willing to add to Ben's question. I would just be curious to better understand how you would think through the pros and cons of entering a longer-term exclusive global media rights deal with a single distributor? Just curious to the extent you think the Formula One IP could be well suited for that type of structure over the long term? And I have a follow-up? Thank you.

Thanks for the question. I think we've tried to be consistent in answering this. There's always a trade-off between reach and profitability. There are relatively few, if any, distributors today who have the global reach that individual players do in their respective markets. So there would be - if you think hard about that trade-off. And you can see that in some markets where we've actually tried to play both sides of that, where they're made some of it's on broadcast and some of it's on pay because we don't want to see all of our product behind the paywall which is not widely distributed. So I don't have a comment other than you're always going to weigh that trade-off, and it depends on what - how we feel about the maturity of the business and in each respective market. And the length of deal we're willing to cut in many cases is dependent on how far we are on that curve. I note - we've noted before, in the U.S., we're fairly nascent, and we try to keep a shorter-term deal partly because we think we will do better as time goes on. In other markets, where it's more material, we're willing to talk about more stability. And there is benefit in many cases for the distributor to have more stability because they will be able to make a greater investment in the product promotion, et cetera, if they know they have long term. So you weigh all those factors.

And if I may add, Greg, on that correctly saying about this ratio between reach and profitability, the speed of this change is different from country-to-country, from region-to-region. And this is really the reason why, the media market today is quite complex. But we do believe that with the mix that we have, we will take the advantage of the strategy put in place today. That's why we are very confident about it.

Got it. And then maybe one on the sponsorship side. Could you talk a little bit more about the regional deal with American Express that you recently signed, maybe the value you saw on each other to bring this deal to the table? And if you think that could be a good template or framework for other payment providers or financial institutions on a more global basis? Thank you.

I'll let Renee add, but I would note that one of the reasons why AmEx is unique is not only it is a great company, great brand, et cetera, with an audience and a customer base which fits very well with us, but also the case where really they came out on the regional basis because of the strength and wanting, to be involved in Las Vegas. So, it's a great example of Las Vegas leading us and broadening the base. It's also a case where using our digital capabilities, we're going to be able to - for regional players, to be able to show sponsorship capabilities and opportunities in a respective market, or in respective series of markets in a region because of those. Renee?

So I would just add to that, something Greg mentioned earlier around the importance of data management and understanding who our fan base is and being able to work with American Express on their presale platform has really proven to not only help us move the hospitality early but also to get more visibility into who our fans are. So we think this is going to be a great win across the board.

Thank you.

Thank you.

Thank you. Our next question comes from the line of Stephen Glagola with TD Cowen. Please proceed with your question.

Yes. Thanks for the question were these initial start-up costs for Vegas fully captured in the increased CapEx guidance last quarter? And what are your expectations for recurring annual maintenance CapEx for the Grand Prix Vegas? Thank you.

I think we are not changing anything we said about CapEx from what we said last quarter. I think most of my comments were really directed at more OpEx. And some of those costs that I mentioned, like security, like the opening festival - opening ceremony rather. I don't believe we are making any announcements today on CapEx. I would differentiate there will potentially be -- I don't think there's massive ongoing CapEx for maintenance. I'll make that statement. But there will be CapEx potentially for year-round activation as we come up with new opportunities to take advantage of the facility. And we really have not captured or forecast that because we're still working on what that may look like. So we don't really have a number for you today or something to talk about because we are looking at a range of activation capabilities. And candidly, we're focused on November 18.

I appreciate that. And if I can just ask one more with you or Stefano on - with the FIA approving and ready last month, can you just give us any updates on your views with respect to adding 11 team to the grid? How are you evaluating this? And what are the potential gating items for you to get incrementally more inclined to grant admission or reject?

I'll let Stefano answer that.

Yes. Okay. Thanks, Stephen. I mean, as you know, there is a process that is in place. So as always, we don't have to give any anticipation. The FIA did it's right role of doing its first assessment. Now we're in the process of doing our assessment on the commercial and marketing side. And as soon as this process will be finished, of course, we will inform everyone accordingly. First of all, of course, sharing this info in the first instance with the FIA.

Yes. Thank you.

Thank you. Our next question comes from the line of David Joyce with Seaport Research Partners. Please proceed with your question.

Thank you. I wanted to turn to the Liberty Live tracker. Just wondering what your opportunities and constraints are there? Conceptually, what might be some logical next steps for that? Might you buy a music venue that, could allow you to spin that off in 5 years? Or might you do something like you propose, to do with Sirius? And given that you've got such, a discount at that equity, would that be something of interest you think with Live Nation to combine, given that they've got a significant cash balance now? Thanks.

Yes. Thank you, David. I think our strategies around Liberty Live are evolving. We do look at it, as you've seen in the past, is something we've been able to do expand and grow, creating an ATB there so that we could potentially have a spin down the road. That's always something Liberty wants to maintain optionality around. But our first goal would probably be to build a strategy and maybe in conjunction with Live Nation around things that, are incremental and additive that we could own that we think are positive that could somewhere potentially be valuable to Live Nation as well. So no plan or intent today on any of the above, but we're - we have ideas, and they're working through.

Thanks. And second, if I could, on the Atlanta Braves on the RSN side of the equation, that's significant revenues annually that's coming from the RSNs. Is there any update or any thoughts on how that could be replaced if needed, either by the league or your own capabilities?

Derek, do you want to handle that?

Yes, sure. So obviously, there's ongoing legal with this situation. So, we don't want to go too far with what we can say on it. I think probably the best way to answer this is we are continuing to deliver what we are expected to do under the terms of our agreement. And up to this point in time, they are and - we expect that to continue.

Yes. Derek's way being more cautious than I would. I think our understanding is this is among, if not the most profitable of Diamond's RSNs reflecting, the large territory we have, the high demand that Derek and his team have built around, the Braves and the relatively, not the highest payment among RSN payments. It is a very profitable in our sense. So, I do not believe they will be rejected. But given the strength of the territory and the strength of the Braves, people's interest in Braves, I do believe we could replace that revenue stream, or a good portion of it at least with other alternatives.

Thanks Greg. Thanks Derek.

Thank you. Our next question comes from the line of Jason Bazinet with Citi. Please proceed with your question.

I just had a question on Formula One. You guys have accomplished so much with this asset since you bought it. The concrete agreement growing sponsorship, tweaking the calendar, increasing popularity of the sport. I would just be curious, over the next three to five years, other than getting to know your fan base better, which you mentioned, what do you think the top two or three opportunities that remain are?

Look, I think we have three or four big revenue streams, and I think all of them have upside starting with broadcast. The increased interest in the sport globally, but particularly in the U.S., have given us an opportunity with a broader range of distributors and the increasing number of digital players, who might enter the market. And as they get broader awareness as sports players, our willingness to go with them only increases. So you've seen examples like DAZN, you're seeing things like Netflix coming and doing something with us around golf and Formula One, admittedly small, but an interesting start. All those make us have opportunities there. In the races, yes, we are not going to increase the number of races at - certainly at the pace, if at all, that we have. But in a perverse way, the fact that there's a limited supply and an increasing number of people, who want a race and increasing number of cities or venues that want a race have allowed us, in many cases, to utilize that limited supply to play off, raise the requirements, raise our prices. And promoters are doing far better if you've seen, for example, how many people showed up at Austin, how many people are showing up. The increase in demand has made it, so promoters are more profitable, have more scale, and we're able to extract more money from them, not in the victim way that some people would call it, but because it's a better business for them and there are other players who want to bid if they don't want to play. In sponsorship, you're seeing us have grown that dramatically, over the last several years. I think far more we can do. AmEx is a great example, moving from a world that just paint on the track to a digital experience, to activation. Part of that's, again, understanding our customers better, all of those, I think, have an opportunity. And then hospitality. And Quint is a part of that. What we're doing - what we've been able to do, increase the Paddock Club, frankly, because of demand, how we've been able to increase prices, at the Paddock club, all those give us, I think, a range of opportunities in hospitality. So I think all 4 revenue streams are healthy and have upside. Stefano, what did I miss?

I think that the list is already quite interesting and full. But for sure, the concept that we have seen about AmEx, the regionalization is another key factor of attracting new partners, and this was going to be our strategy. But we do not forget that two other areas, for sure, will be very important, is licensing and merchandising, where we just at the beginning of restructuring where we can really see potential of what we can do. I mean, we don't have to also underestimate the potential of being bigger on social and bigger on the awareness of the sport and being able to connect more and more with this new initiative with our fans, we will be able to provide services that, of course, we have to pay back for us. So an incredible time in front of us. And that's the beauty of the sport that we are investing now really believe in it.

Thank you.

I believe our last question.

Thank you. Our final question comes from the line of Barton Crockett with Rosenblatt Securities. Please proceed with your question.

Okay. Thanks for getting me in here. I was curious, Greg, about your thoughts about the opportunities for baseball, overall to create a better streaming experience than the kind of fragmented circumstance that's developing right now with teams doing their own kind of local streaming, their own local broadcast. Do you think over time there should be some type of aggregation of the local team rights into new streaming, or an existing streaming platform to optimize kind of the experience from a market opportunity and from a consumer experience perspective? Do you think that should happen? Do you think it can happen if you guys play a role on that that creates value for your shareholders?

I'll comment, and then I'll let Derek add. Baseball was an innovator with mlb.com, everything back to Bob Bowman that they did with BAMTech. And much of that has been accrued to the benefit. And I think with the increased interest in the sport this year, all to the good, you're right that the local rights regime is complicated. And how that has been divided, has made probably some innovation more difficult over time. We, at various times, have looked at that and potentially partnering with MLB to help on that. I think there are many plans out there being looked at, none has yet come to pass, but there's surely a demand in the sport. Derek, what would you add?

Yes. Thanks, Greg. So what I would say, just on the macro level, not trying to get too far ahead of major baseball or the commissioner's office in this. But you think about baseball and maybe even ahead of that, live sports content still very much in demand, regardless of all the changes and fragmentation that's happening in the marketplace. So, I think being in the live sports content business, is certainly a very good thing. And then to baseball specifically, you've got 162 games. So, there's an enormous amount of that content. The sport is extremely popular, as Greg mentioned, selling 70 million tickets this year and just all the other factors. So, I think from a macro perspective, the sport is very healthy and has great opportunity. And looking at it from just at Braves lens, a little bit to Greg's earlier comments, we have a very large marketplace. We are significantly advantaged in that marketplace, especially against a lot of our peer sets. And so, there's a lot of opportunity, and that disruption might happen. But at the same time, I think the opportunity for us and for the broader sport is certainly there.

Great. Thank you.

Thank you all for your interest in Liberty Media. I think that was our last question. We look forward to seeing in the Atlanta Braves, don't mean to slide our Braves friends. I so used to being part of the family, I don't have to call them out separately. Thank you for your interest. As I said, we look forward to seeing many of you next week in New York. And if not, on our next earnings call. Thank you.

This concludes today's teleconference. You may now disconnect your lines at this time. Thank you for your participation.