BATRA - NASDAQ

Good morning, and welcome to the Liberty Media 2023 Q2 Earnings Call. [Operator Instructions] As a reminder, this conference will be recorded on August 4. I would now like to turn the call over to Shane Kleinstein, Vice President, Investor Relations. Please go ahead.

Thank you, and good morning. 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 and including those mentioned in the most recent Forms 10-K and 10-Q and registration statement on Form S-4 filed by Liberty Media and Atlanta Braves Holdings with the SEC on June 8, 2023. 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 statement 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 1 through 3, can be found at the end of the earnings press release issued today, which is 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. Good morning. Today speaking on the call, we will also have Formula One's President and CEO, Stefano Domenicali, Liberty's Chief Accounting and Principal Financial Officer, Brian Wendling. Also during Q&A, we will be able to answer questions related to Atlanta Braves Holding and the Braves management will be available, too. Starting with some corporate updates. Atlanta Braves Holdings began trading as a C Corp on July 19. We believe this split-off will better highlight value at the Braves and its real estate. For example, the BATRA A shares and the K shares are up 38% since the split announced last November. We also settled all of the remaining intergroup interest in connection with this split off. Today marks the first day of trading for our new trackers, and we expect more focused equities, more focused equities and increased future flexibility will trade better and be easier for investors to follow. Beginning with Liberty SiriusXM -- this simplified tracker consists only of an 83% interest in SIRI, cash and debt. And we continue to reduce debt in the second quarter, retiring the remaining $275 million of our two and one-eighth exchangeables for SIRI. And we wish having the 1.8 million new [ BATRA ] shares at LSXM exchange for debt retirement in the near term. We reiterate the focus on rationalizing the SIRI and LSXM structures in the near term. Looking at SiriusXM itself, we reported strong financial results with an improvement over the first quarter as was expected. We had a sequential improvement in self-pay net ads, and we do expect a positive back half in the aggregate in self-pay net ads. SIRI has sustained a historically low churn of 1.5%, and the business is focused on improved efficiency and cost structure, and that will benefit EBITDA in the coming quarters. During their announcement, SIRI increased its full year free cash flow guidance by $50 million up to $1.15 billion. During the quarter, we experienced continued progress on lowering the streaming cost per customer acquisition and it was down 20% over the prior year. Data shows that this half is a great accelerant for in-car conversion as well and we are making progress on our next-generation SXM mobile app, which will launch this fall. Sirius is maintaining its focus on enhancing its in-car position, and right now EV manufacturers, which are a growth area, our area of new success for us is demonstrated by our agreement with Volvo. Turning to Formula One Group. At the corporate level, I'd remind you that the assets consist of F1 ownership and the motorsport related assets we have, including the Vegas property. During the quarter, we effectively repurchased $1.1 million FWONA shares in settling the intergroup interest that were previously held at LSXM for [ $6,750 ]a share. At F1 itself, the number of fans engaging with F1 content across the platforms is bigger than ever. Stefano will give you more stats in a moment. But to name a few, we continue to have sellouts at almost all races. The Sprint weekends are driving year-over-year growth in viewership. For example, the SPA total audience across race, sprint, shootout and qualifying was up versus the Belgian GP last year. I'd note we've seen particularly solid growth in the U.S. viewership on ESPN is up season-to-date versus the 2022 average viewership with strong F1 TV performance as well. The 2023 season has already seen 3 of the 4 largest live audiences in F1 history on U.S. TV, including Miami, Monaco and the Canadian GPs. All but 2 of our races have averaged more than 1 million viewers, huge numbers for the U.S. market. On the financial side, OIBDA was up slightly quarter-over-quarter despite 1 less race due to improved operating leverage on team payments and freight. And now turning to LVGP, excitement for the race grows as demonstrated by momentum across social platforms. For example, LVGP had over 11 million social impressions and over 1 million engagements in July. The Las Vegas team is pulling together an event of unprecedented complexity and scale. It will be the largest and our argument would be the most premium sporting event of 2023, and it's a view that's the testament to our Super Bowl aspirations for all our Grand Prix events. I am pleased to say preparations are running on schedule. And despite inflationary cost pressures, we expect no change in revenue and profitability assumptions that we laid out previously. We are increasing CapEx estimates for the Paddock building and track work, and Brian will go into that in more detail in a moment. We remain confident in the return profile of this incredible project, which will support the incremental capital investment that we are making. I'd note we've also been already receiving inbounds with a track of economics for use of the Paddock building within the next year, and we look forward to sharing those commercial plans once they are finalized. We expect to learn a lot from our inaugural race and look forward to raising Las Vegas for many years to come. Turning down to Liberty Live Group. Live Nation experienced its strongest second quarter ever and they're confident in continued growth into the balance of the year in 2024. Revenue for the quarter was up 27%, and AOI was up 23% over the prior year. Growth was driven by international man, a real opportunity for live. International fans were up 46% and more artists are touring globally. And lastly, on the international front, our OCESA acquisition in Mexico is outperforming expectations. Overall attendance and per fan profitability were both up double digits for the quarter overall at Live Nation. Turning now to the Braves. Now a separate public company, but business as usual is continuing in Braves country. We've seen continued momentum in fan demand, having sold 56% of our ticket capacity season to date tied for MLB's best. We've made it to 40 sellouts already, the fastest we've ever hit this milestone in the season of Truist and concession revenue was up season to date despite shorter gain times. We announced the Jersey patch sponsorship with Quikrete in a multi-year deal. And most importantly, on field, the Braves lead the NL East and the entire MLB. A franchise record 8 players were in the All-Star game, including our entire infield. All 8 of these players are locked up through 2023 and most even longer. Excuse me, 2025 with most even longer. The Battery is also seeing continued growth. Adjusted OIBDA for the mixed-use development was up 18% in the first 6 months versus the prior year. And with that, I will turn it over to Brian for more on our financial results.

Thank you, Greg. And good morning, everyone. My remarks will focus mainly on the [ 6/30 ] balance sheet figures adjusted for the split off that was completed July 18 and the reclassification of our tracking stocks that was completed yesterday. At quarter end and adjusted for the split off and reclassification, Liberty SiriusXM Group had attributed cash and liquid investments of approximately $331 million, which excludes $51 million of cash held at SiriusXM. There's also $1.1 billion of undrawn margin loan capacity at the parent level related to our SiriusXM margin loan. As of August 3, the value of our SiriusXM stock was $16 billion. We have $1.5 billion in principal amount of debt against these holdings. Total Liberty SiriusXM Group attributed principal amount of debt is $11.7 billion, which includes $9.5 billion of debt held directly at SiriusXM. In April, Liberty SiriusXM settled the remaining $275 million of its 2.125% SIRI exchangeables. Due to the net paydown at both SiriusXM and Liberty SiriusXM during the quarter, total attributed Liberty SiriusXM group debt was down $360 million from $331 million. This is exclusive of the debt reduction due to the reclassification. The 1.375% basket convertible notes mature in October and the $199 million principal remains on these notes. Liberty SiriusXM plans to exchange its 1.8 billion [ BATRA ] shares with one or more third-party lenders to pay down debt in the near term. Turning to the Formula One Group. At quarter end, adjusted for the split off and reclassification, Formula One Group had attributed cash, liquid investments and monetizable public holdings of $1.4 billion, which includes $1.1 billion of cash at F1. In connection with the reclassification, approximately $100 million of cash as well as certain private and public assets previously held at Formula One Group were attributed to the Liberty Live tracking stock. This includes $33 million of ETF and public assets that were liquidated prior to the reclassification and made up a portion of the $100 million of cash that was contributed over. Total Formula One Group attributed principal amount of debt was $3 billion, which includes $2.4 billion of debt at F1, leaving $536 million at the corporate level. F1's $500 million revolvers undrawn and their leverage at quarter ends 2.2x. And as we mentioned last quarter, the margin on F1's term loan B permanently stepped down at 3% from 3.25 effective at the beginning of May. The F1 business is best analyzed on an annual basis given variability in the year-over-year race calendar. But I'll make a couple of brief remarks on their quarterly results. During the quarter, F1 recognized a lower proportion of season-based income due to 6 out of 22 races occurring during the period compared to 7 out of 22 that occurred in the prior year period. F1 also recognized proportionately less team payments given 1 less race which was partially offset by expected increased team payments for the full year compared to 2022. Our team payments are best viewed on a year-to-date basis and represented 63% of pre-team EBITDA in the first half of the year. Formula One generated modest OIBDA growth in the quarter despite one less race held and incremental investments and growth initiatives that were not in the prior year period, like the Vegas race and F1 Academy as well as costs associated with the canceled Imola race. Given Imola was canceled on the Wednesday of race week, the majority of the race-related costs with regard to planning, logistics and setup had already been incurred. On a full year basis, we estimate the impact to adjusted OIBDA from the cancellation of Imola is modest at less than $20 million. Reminder that other costs of F1 revenue and SG&A are best viewed as a percent of total revenue. Other cost of F1 revenue in the quarter was 24% of total revenue consistent with our historical average. Note that the LVGP-related revenues and other cost of sales will largely be incurred in the fourth quarter when the race occur. But for the quarter on SG&A, we had $7 million of costs associated with LVGP. On Vegas, as Greg already noted, there's no change to our revenue and profit expectations for the race in year one. Our Paddock building is now 85% complete. We expect CapEx related to the Vegas race, including both the Paddock building structure and track-related CapEx to be close to $400 million, of which approximately $155 million was incurred in the first half of the year. The majority of the CapEx spend will be incurred at the corporate level related to the Paddock building as the land and building both sit within F1 or FWON separate from Formula One. Track-related CapEx has and will be incurred at the F1-OPCO level. Our team has managed this project on a compressed timeline and in an inflationary environment. Much of our cost increase is attributed to track-related expenses incurred to be responsive to the concerns of the local community, such as minimizing disruption to businesses along the Strip. We have also invested in security enhancements and expenses incurred to ensure the quality of the fan experience with infrastructure changes to improve sidelines. We are working closely with our local Vegas partners and the speed and efficiency with which we have completed this project as a testament to these relationships. We are excited about our investment in Las Vegas and the associated opportunities for both the Grand Prix and year-round activities at the Paddock building. At the Liberty Live Group, adjusted for the reclassification, there is attributed cash, liquid investments and monetizable public holdings of $204 million, which includes the ETF assets contributed from Formula One Group. In connection with the reclassification, the Formula One Group also has contributed private assets with a fair value of approximately $380 million, measured at the time of our definitive S4 filing. We do not anticipate providing ongoing updates to the value of these private assets. Additional disclosure on the composition of these assets can be found in the asset list posted to our website. There's $400 million of undrawn margin loan capacity at Liberty Live Group related to our Live Nation margin loan. And as of yesterday, the value of our Live Nation stock held at Liberty Live was $6 billion. We have $920 million in principal amount of debt against these holdings. Liberty and our consolidated subsidiaries are in compliance with their debt covenants at quarter end. Looking quickly at the Braves.

Let me interrupt you for one sec, Brian. As we turn to the Braves, I think I misspoke too early in the morning here and said it was a 56 capacity -- 56% capacity, the Brave stadium is actually at 96% capacity. Sorry, go ahead.

Thank you, Greg, for clarifying that. So looking at the Braves, revenue growth reflects that 96% capacity in the quarter with more regular season home games in the period as well as increased game of tendency growth and related revenues, including ticket and concession revenue. Battery mixed-used revenue also grew due to increased rental income from existing and new tenants. Baseball operating costs grew in the second quarter, primarily due to increased player payroll, as well as increased payments under MLB's revenue sharing plan and higher variable stadium operating costs due to the increased attendance. At quarter end and adjusted for the split off, they had attributed cash and liquid investments of $131 million, which excludes $52 million of restricted cash. And Atlanta Braves Holdings had attributed principal amount of debt of $543 million. And with that, I'll turn it over to Stefano to discuss Formula One.

Thanks, Brian, and good morning to everyone. We are already over halfway through the 2023 Formula One season. I would first like to congratulate Red Bull and Max Verstappen on their incredible performance decision, breaking an all-time record on consecutive wins. The title field behind them has produced incredible action for all our fans, and I believe the [ gas ] will continue to close over time for all the teams. In Silverstone, the top 6 finishers crosses the line within 13 seconds of one another. Hungary had one of the most thrilling qualifying rounds to date. With the top 6 all within 3/10 of a second. McLaren's performance improvements following recent upgrades has delighted fans with London's second place podiums at Silverstone and Hungary and strong drive from Piastri. Our fans are accessing F1 content across multiple media platforms. Global audience averaged 68 million through the first 8 races. In growth market like the U.S. viewership over the same period is up 5% on ESPN and events like Monaco have grown of 29% compared to last year's U.S. viewership. The sprint Series have continued to both generate excitement on the track and drive viewership growth. At Azerbaijan, our first sprint of the season, total weekend viewership of across the race and sprint events was up 10% versus 2022. We recognize that sport fans today engage with content across a variety of platforms, including linear, digital and social. Across our social media channels, F1 reached 64.6 million followers as of Q2, up 29% year-over-year. F1 continues to adapt and expand our content to gather to different platforms and serve all segments of fans. For example, at the Hungarian Grand Prix, we piloted our first ever F1 broadcast for kids in partnership with Sky UK in Germany. In just one day, social media coverage for the announcement of the [ Kitkat ] and the presentation that drivers avatars reached more than 45 million users with 93 million impressions and hugely positive sentiment. F1 celebrity presence continues to be a large draw for fans. For example, F1 social post featuring Shakira at the Spanish Grand Prix generated over 50 million impressions and over 2 million engagement. [ As filming ] for the Apple TV movie began, the post of Silverstone with Brad Pitt and Damson Idris lining up at the back of the grid generated 2.8 million engagement and over 7,000 comments. The social [indiscernible] when the Yuki Tsunoda and his AlphaTauri teammates help the community after the flood in Faenza generated almost 15 million social impressions. F1 is considering how to advance our approach to audience measurement, add consumer behavior, evolve to better capture, have a wider viewership and engagement for the future. Our discussion with commercial partners successfully focused on these broader engagement metrics. The promoters continue to improve the quality of Grand Prix events and invest in enhancing the overall fan experience. We have seen the results of these efforts with continued sellout races, many at increased capacity. The Canadian and Silverstone Grand Prix both set new attendance records with crowds of 345,000 and 4,800,000 respectively. Silverstone attendance was up 20% compared to last year, in part due to cultivating fan experience across the entire race weekend, including a Calvin Harvey's Corners on Thursdays, evening before on-track activity started. We will continue to work with our promoters on these reports. The success of their events is beneficial to the entire F1 ecosystem. There are growing ways to engage with F1 outside of race weekends. Our F1 Arcade licensees announced further expansion plans. With new sites opened in Birmingham in the U.K. this December and Boston in May 2024. Football at Flagship London location grew 16% in Q2 compared to the prior quarter with an average of over 7,000 visitors per week. In June, EI launched the F1 23 video game. In its first week, the game ranked in #2 and #3 in U.K. Games and Global's Steam sales chart, respectively. And finally, F1 related podcasts are increasingly providing other content to engage our fans. A new Formula Y podcast launched in May, it reached #1 in the U.S. and U.K sport podcast channels, performing particularly well among newer fan cohort with 35% of its audience in the U.S. and 30% of its audience female. Tune in to raise an update on our commercial agreements. On race promotion, we recently announced a further extension of Austrian Grand Prix throughout 2030. Hungary also extended through 2032, with commitments made by the promoter to invest significantly in their physical infrastructure, including a new pit building and Main Grandstand by 2026. We announced a record-breaking 24 races Championship calendar for 2024, with the return of the race in China for the first time since 2019. F1 is further progressing on journey towards greater regionalization of the calendar where possible, including back-to-back races in Japan and China as well as Abu Dhabi and Qatar. This improves the efficiency of our operations and reduce unnecessary lags in our travel, particularly from a freight perspective. On media rights, we entered into a multiyear agreement with Tencent to stream F1 event across its digital platform. This complements our existing coverage in China on CCTV. Additionally, we continue to grow F1 TV Pro and access subscribers with particular strength in the U.S. market. On sponsorship, Heineken extended their global partnership in a new multiyear deal. As previously announced, they will also be the official title partners of the Formula One Heineken Silver Las Vegas Grand Prix. The relevance of F1 brands continue to generate interest in sponsorship opportunity, including leveraging our sustainability strategy and new inventory like Las Vegas. We are focused on delivering incremental value to our existing sponsors and further developing our strong pipeline of new commercial partners. We are just over 3 months away from the inaugural Las Vegas Grand Prix. The Las Vegas Grand Prix will provide an unparalleled guest experience, combining the thrill of Formula 1 racing with premium live entertainment, musical acts, world-class culinary offering and more. We continue to grow our fan offerings with new partnerships, ensuring all partner venues meet the quality standards our fans expect and deserve. Most recently, we were excited to announce additional hospitality experience including the Heineken House, Club SI and Club Paris as well as a partnership with Hilton Grand Vacation to host a premier on-track hospitality suite. Musical acts, including Jay Belding, Major Lazer, Mark Robson with a headline with a T-mobile zone at the Sphere Stage with many high-profile music and DJ acts still to be announced. The beverage brand Liquid Death was named as official event partner and will provide fans with a more sustainable alternative to single-use plastic through their beverage offerings. Formula One and Liberty have made a long-term commitment to race in Las Vegas and have invested meaningful capital to make it happen. The team, led by Renee Wilm has built incredible partnership with the local community, all of whom stand to benefit from the tremendous economic value we believe Formula One will bring. The Las Vegas team worked with third parties in gathering market-based data and estimated the economic impacts to Las Vegas in year one of the race will be over $1.2 billion. This is an additional to meaningful community efforts focused on food insecurity, water conservation and access to education in Southern Nevada. We are proud of the work our team is doing and are confident that Las Vegas Grand Prix will weigh the global sporting community this November. Finally, F1 continues to progress our sustainability and diversity and inclusion efforts. F1 Academy began its inaugural season in Austria in April and is now through 6 of 7 races. The season finale will take place in Austin, alongside the F1 race we can with Marta Garcia leading the championship. Last week, we announced that all 10 Formula One teams will have F1 Academy drivers and liveries for the 2024 season. This demonstrates the depth of support across the F1 community for the importance of F1 Academy grassroots initiatives. Building the next generation of young women in races tends to provide tremendous benefit for the entire F1 ecosystem. F1 has also progressed initiatives this season in environmental sustainability. In Austria, we piloted an energy-efficient power system that delivered a 90% reduction in carbon emissions from operating the Paddock pit lane and F1 broadcast area. Additionally, a new fleet of biofuel trucks operated by DHL are delivering our broadcast production, technical and other equipment for the European events of the 2023 season, which we expect will reduce our road freight emissions by a minimum of 60% compared to traditional fuel vehicles. The Formula Two and Formula Three cars are successfully running on 55% advanced sustainable fuels this season and we remain on track to introduce 100% advanced sustainable fuels to Formula One in 2026. We are also encouraged by the increased awareness and openness of governments to include advanced sustainable fuels in their policy road maps to net zero, something F1 will continue to be at the forefront of pushing. We look forward to an exciting rest of the season, and of course, a well-deserved summer break for our teams. The season will resume in Netherlands later this month before going to Monza. The gaps are getting increasingly closer within the pack on the grid. We have 3-month sprint series to come in Austin, Qatar and Brazil. Our business is in a position of incredible strength, both financially and commercially and I look forward to updating you on our progress. Avanti tutta! "Full speed ahead". And now I will turn the call back over to Greg. Thank you. Bye-bye.

Thanks, Stefano and Brian. Our Annual Investor Day will be Thursday, November 9, in New York, please save the date. Additional details will be provided soon. We hope to see many of you there. We do appreciate your continued interest in Liberty Media and Atlanta Braves Holdings. And with that, operator, I'd like to open the line for questions.

[Operator Instructions] Our first question comes from Stephen Glagola with Cowen & Company.

Greg, can you help us better understand monetization of the Las Vegas Paddock outside of the Grand Prix in 2024 and beyond. So what type of events do you plan on holding? Any early indicators on sponsorship interest outside of the Grand Prix? And do you expect this OIBDA contribution match -- to match or exceed the Vegas Grand Prix over time?

I will manage expectations first and say I do not expect it will exceed the amount we'll make in the Grand Prix over time. But with that, we have Renee Wilm here, who's running our Las Vegas effort. I'll let her comment on some of the things we're thinking about outside the race.

Thanks, Greg. Happy to. So we are just beginning to really scratch the surface on what is available for us on a go-forward basis with the building. We have had a number of inbound requests. Think about Super Bowl parties. Think about something relating to racing, maybe karting, high-end supercars. Of course, Las Vegas is the convention center of the world, lots of interest in our state-of-the-art LED certified, I'm sorry, LEED certified building. Many of our partners in the F1 ecosystem are very interested in working with us throughout the year. So all I could say is a lot more to come over the next few months.

And if I could squeeze in one more. How should we interpret what appears to be some recent conflicting comments from the FIA with regards to an early renewal. And then the concrete agreement and then the appetite of new team entrants. And maybe just like more high-level, Greg, do you see any conflicts of interest with your vision of the sport long term versus what the FIA views?

Well, I'll make a comment or 2, and then I'll let Stefano add. I think there's little daylight between Stefano and my view, which is we have 10 great teams. We're very excited about what they're doing. There is a process to add more teams, but the bar is very high, and it's unclear what an 11th team value they would add. And there is a lot of uncertainty among the other teams about an 11th team. The FIA and we have had productive discussions about all this. Do we agree on everything every moment? No. We discuss it, and we hopefully work things out. Stefano, what would you add?

I think, Greg, you said it perfectly. I mean, as we start the process as it is in their possibility. We are waiting for the final conclusion. But as always in this discussion, we will find an agreement together, because as you said, the value of the team and the value of the business today is very, very strong. So that decision, that information will come very, very soon, I would say, within the month of September.

Our next question comes from Ben Swinburne with Morgan Stanley.

On F1, any -- what's your sense of optimism about potentially signing a concrete agreement with the teams this year, which would be a couple of years early. And Stefano, when you look at the product this year, obviously, being dominated by one team, how do you look at that relative to all of the changes you guys have made around driving more parity into the sport? Do you see this as a step backwards or just sort of the natural way the sport evolves unpredictably over time? And then I just had one Braves question for you guys. There's been some teams that have left Diamond and gone on to new business models in different sports. What does that tell you, if anything, about how you think about the Braves opportunity over the next couple of years as this Diamond process plays out?

I'll let Stefano take the first 2 and I'll take a shot at the Diamond question, and obviously, Derek, if you have things to add. But Stefano, why don't you speak first?

Yes. Thanks, Greg. I mean, I would say, first of all, I think it's the right moment to celebrate the incredible job that this company is doing with that car. Because if you see the other car and where the odds are in terms of gap, it's just incredible how much is doing an incredible job. But that has been always part of Formula One and I would say this is part of the game. I'm pretty sure that in the next couple of years, the term of technical doubts would be reduced, but if someone is great, we need to see the great what is doing. And sometimes, I have to say, that it is also the need to confirm the legacy of someone, they're doing some spectacular stuff. And in certain markets, mainly the new one, you can say that it's also putting an incredible legacy because that means something. If you're able to win so many races, I mean you are really a great leader. So nothing negative in that perspective. And if you look back, I would say these are something -- this has been always part of F1 history. With regard to Concorde agreement, I would say today, conversation are really going ahead because the momentum of the sport is really great. Of course, we are not in a rush, but I would say that all things are heading to a positive conclusion for this discussion, both with the teams and the FIA.

On the Braves, I'll give my view, and Derek, please feel free to add. We're blessed to have an incredibly strong territory. 14 million broadband households, a fan base, which is very appreciative of a very successful team. And with a reasonable deal on what we are paid by Diamond or Valley, we think we are probably the most profitable [indiscernible] than they have. Some of the other ones were less attractive either territories or less attractive fan bases or relatively less attractive revenue versus cost to Valley. And it's why in the bankruptcy proceedings, they were terminated as executory contract by Valley. I don't anticipate that will happen for us because we have, for all the reasons I said it above, but I do think if it does happen, there will be other alternatives because of the strength of our product and the demand in our territory for that will generate us positive returns. Derek, you want to add anything?

Greg, thanks. You said it very well. I would just comment that, first of all, we and Valleys are both adhering to the terms of our agreement as we currently stand. We are being paid in full, and we are delivering our rights in full. So we don't see that changing anytime soon. And then just generally, I would just tell you, large sports content continues to be very desirable. So we think long term, this is a good position regardless of what happens.

You guys want to comment on the next season today, just kidding.

Our next question comes from Vijay Jayant with Evercore.

A couple for me. On Liberty Live, Greg, some of those private assets that moved from Formula One. Are there any ATBs there? And then just broadly, do you have some liquidity at Liberty Live? Is there any business strategy of buying venues or doing some stuff with Live Nation directly and growing sort of a real estate portfolio anything? Or is it purely to tackle any discount if that sort of remains? And on Formula One, I don't need to want to nitpick particularly, but the team payments, again, seem to be little lower than I would have thought and some implies like a [ $1.3 ] billion. I know you said in the past that you are conservative. I know there's one less race. Is there any tough in the numbers that sort of impact the 2Q estimate?

Okay, Vijay. A lot to unpack there, but thank you. On Liberty Live, look, I think we are looking for -- there is no ATB currently in that business to start. We are looking for businesses in there, which we think will be accretive and fit well potentially with the Live Nation strategy and we'd like to do things which were additive to us and pertains to be them in the future. That gives us a wide latitude, but real estate certainly is on the list of things we think could be attractive, particularly real estate, which is anchored by Live Nation events. Our liquidity there is relatively light, so we'll have to be creative about the ways we do that, but we have some ideas. Turning to Formula One, I noted couple of things. I think in general, how we look at the rest of the year, we feel good about where things stand very good. But some of the analysis about how payments were done and where it would flow between the third and fourth quarters. I think in general, we looked at our analysts as being slightly optimistic on 3 and slightly pessimistic on 4. The nature of the payouts, as you rightly noted, is it's conservative, and the timing of how the races fall impacts the payouts. Brian, what would you add?

Yes. I would just say the other thing that there's noise in the second quarter because of the rephasing and the impact of Imola so I would just have you look at the first 2 quarters together and look at that percentage. As we said in our remarks, we were at 63%.

Our next question comes from Bryan Kraft with Deutsche Bank.

Greg, I had a couple for you on Liberty Sirius. I guess, first, a question that many investors often ask is why Liberty hasn't made its Sirius shares available for borrow, so that the market can be more efficient around that spread. So I would love to hear if you wouldn't mind sharing the rationale behind your decision not to do that. And then the second question is, I understand that the leverage is the sensitivity and a potential merger of Liberty Sirius with SiriusXM. Would it make sense for Liberty Sirius to sell some of its SIRI shares down to get closer to the 80% level. So you kind of stay above the 80%, but bring some cash in and then use that to reduce debt of Liberty Sirius. Are there any restrictions or considerations preventing you from doing that or discouraging for doing that?

Yes. I will let Ben Oren, if you're on Ben, I think you are, answer the first one after I'll answer the second first. I think that strategy, we are concerned -- or not concerned about the leverage. I think SIRI could support the leverage of the combined businesses to be clear. It might depend on how that was executed in terms of who bought them. But I think, in general, SIRI can support that leverage. I don't like the idea, and I think we at Liberty don't like the idea of trying to sell some shares because we have a very low tax basis in those and would be very tax inefficient. And as I said, I think we can support the combination. We are continuing to look at ways to manage our leverage. We do get dividends out of SiriusXM. And from time to time, they have paid special dividends in general, over the last year plus, we've been applying that to reducing leverage. But I don't like the tax inefficient. We have a very low basis in those shares. Ben, do you want to address the borrow issue?

Yes, sure. While we're very sympathetic to the borrow issue because it does create a lot of volatility. We've done a lot of work internally and with lawyers on the ability to actually lend out our shares. I think at this time, I'll probably just summarize to say there are legal -- there are different tax considerations to how any borrow facility or borrow of our shares would have to be structured that would make it relatively inefficient for any potential users. So for now that, coupled with the optics to the extent that we were going to lend out our shares, what would the borrower be doing with those shares is probably why we will reluctantly not lend our shares for the time being, but we'll continue to look at it and if any of the legal or tax considerations alleviate never say never.

Our next question comes from David Karnovsky with JPMorgan.

On the increased CapEx for Vegas, can you just remind us what the original projection was for Paddock and maybe expand a bit on the drivers, the increase spend? And then just on race promo, I'm curious, revenue was up versus last year in Q2. That's with the same mix of races minus Imola. Just wanted to see if you could comment on the drivers there? Were there any one-offs or kind of material step-ups that we could be aware of?

Brian, do you want to take the CapEx?

Yes, I would say on the CapEx, we never officially gave a number. We said it at a proximated or slightly higher than the land purchase value.

So we still have not given a firm number. We've just told you that we now think it will be larger than the amount that we are spending on the land.

Yes, approximately [ $400 million ] is what we said.

Can you repeat the second question just to make sure I followed it.

Yes. Sure. And just with the CapEx, if you could expand on just the drivers of the increase, that would be great. But on the second question, it was on...

Renee, do you want to comment on the drivers?

Yes, I'm happy to. So we've entered into a couple of challenges as we've uncovered asphalt, cables under the ground that needed to be addressed. There have been wires overhead that have needed to be moved. A lot of this was driven by the request and quite honestly, requirements of the local stakeholders as we began this process of preparing the track for actual usage. We've also encountered some additional requests from the local stakeholders, such as the casino properties around enhanced security, around opening and closing the track. So this has led to additional equipment that was needed as well as just additional actual road work. Of course, with regard to Paddock building, it is being built at lightning speed in an inflationary environment. So as you can imagine, there have also been some additional costs along the way in that regard.

Great. Thanks, Renee. And to your second question about timing and revenue recognition, maybe you could repeat it, please.

Sure. It was just on race promo. The press release had noted it was up year-over-year. And I think you had the same number -- sorry, same mix of races, minus Imola. I just wanted to see if you could comment on the drivers there, if there were any one-offs or material step-ups to be aware of?

No, I mean it's just regular contractual increases there, offset by the impact of the Imola race going away.

Thank you. Our next question comes from Stephen Laszczyk with Goldman Sachs.

Maybe for Greg and Renee on Las Vegas. I appreciate the focus for your year one is just fan experience. But maybe thinking into years 2 and beyond, are there any opportunities around the GP that have come more in the focus over the last 6 months that you're particularly excited about but might not be able to fit in time for this November. Just trying to think through the long-term vision and the profitability opportunity around Las Vegas compared to what we might see in year one.

Yes. I think we touched on some of this. I think both on the revenue side and the cost side, there will be opportunities both around the GP and outside the GP as we go into year 2. We moved with lightning speed, the F1 team, Renee's team to put this in place. And that's probably led to increased costs. And it's also meant that there are opportunities we had to not capitalize on, whether it be fan festivals, whether it be sporting events, whether it be music events, all of those things that are potentially can grow around the second and beyond GP. So those are all GP related. And I think we already touched on the fact, Renee touched on some of the things outside the GP that people are interested in, but I don't think we have more to talk about today in terms of numbers. This is our last question, operator?

Our last question comes from Marlane Pereiro with Bank of America.

Just quickly on Sirius -- Liberty SiriusXM, is there sort of a target or an amount of debt you're looking to get down over the next year?

Well, I think I touched on this a little earlier. We are -- have looked at many perturbations and potential combinations with SiriusXM, all of them would involve in one form or another, adding the debt that's in LSXM to the SXM debt and, in some cases taking on incremental debt. So there is no particular target because we don't know exactly what path will follow. SiriusXM is a massive cash flow generator. One of the reasons why we're not -- another reason why we're not particularly interested in selling our stock, we're bullish on the prospects for the business and its continued ability to generate that cash. So any combination though it might have for a short period of time, a relatively high leverage amount or leverage 4x to 5x. We know that, that cash flow generating capabilities would allow the combined entity to pay that debt down back to the [ 3.5 ]target relatively quickly.

Got it. And are there any factors, I mean, I think for the most part, most think a combination would occur and perhaps makes sense. But are there any factors to consider as to why maybe a combination wouldn't happen?

Well, I think you've got a -- you'll have an independent committee at SiriusXM, which will negotiate on behalf of their shareholders and their considerations, and you'll have Liberty representing LSXM and hopefully, there'll be a meeting of the minds, but there's always the potential that there is not an agreement between the 2 parties.

Got it. I'll leave it there. Thank you.

Thank you very much to all our questioners. Thank you very much for all of you on the line for your interest in Liberty Media, and we look forward to speaking with you again next quarter, if not sooner. And I think we're done, operator. Thank you.