American billionaire John Malone gives up 48% voting control of Formula One owner

American billionaire John Malone has given up control of Liberty Media Corp., the owner of Formula One that he built over more than three decades, by swapping his high-vote shares for ordinary stock after outside investors offered to buy them.

Liberty Media said on Nov. 5 that it had acquired all of the Series B shares held by entities related to Malone in exchange for low-vote Series A and non-voting Series C stock. Malone's entities held about 2.3 million Series B shares, roughly 97% of the class, which carried about 48% of the company's voting power. After the exchange, their voting power is about 3%, and no shareholder controls more than 9% of the vote.

Malone, 85, also stepped down as chairman emeritus. He will stay on as a senior adviser to the company.

Offers for the shares

The deal followed unsolicited offers from third parties to buy Malone's Series B stock, Liberty Media said. The company said the exchange was meant to stop a significant voting position from passing to an outsider, bring Malone's voting power in line with his economic stake and possibly widen its base of institutional investors.

Chase Carey, the former Formula One chief executive who chaired the board's special committee of independent directors, said the committee's focus was "avoiding the potential transfer of a significant voting position in Liberty Media to a third party." The committee negotiated and approved the transaction with its own advisers.

Each Series B share was exchanged for 0.26 of a Series A share and 2.34 Series C shares, or 2.6 shares in all, with fractions rounded up. That works out to about 600,000 Series A shares and about 5.4 million Series C shares for Malone's entities. The premium built into the exchange ratio is equal to about 1.5% of Liberty Media's equity market value as of Oct. 30. The swap is intended to be tax-free.

"The transaction allows me to increase my economic ownership of Liberty Media," Malone said.

The board also adopted a shareholder rights plan, on the special committee's recommendation, to discourage anyone from building a large voting position or seeking control without the board's review. The rights expire on Nov. 3, 2027, unless they are redeemed or ended earlier.

"This transaction simplifies our capital structure and will give us flexibility as we enter our next chapter," said Robert R. Bennett, Liberty Media's chairman.

Lazard advised the special committee, with Cravath, Swaine & Moore LLP as its legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Malone, and Skadden, Arps, Slate, Meagher & Flom LLP acted as Liberty Media's tax counsel.

The cable cowboy

The exchange ends Malone's voting control of the company at the center of his media empire. He ran Tele-Communications Inc., once the largest cable operator in the United States, and sold it to AT&T Corp. in 1999. Liberty Media, which began as TCI's programming arm, has used dual-class stock for decades to let Malone steer a web of companies with a minority of the economic interest.

Liberty Media bought Formula One in 2017 and has since added the MotoGP motorcycle racing series. Malone handed the board chairmanship to Bennett and took the chairman emeritus title after announcing the change in October 2025.

Malone is also chairman of Liberty Global Ltd., the European cable and broadband group, and is one of the largest private landowners in the United States.