Liberty Media Corp. dropped its proposal to acquire the rest of satellite-radio provider Sirius XM Holdings Inc. that the media-investment company doesn't already own.

The company announced the withdrawn offer along with a plan to create two new tracking stocks.

Shares of Sirius fell 2.7% to $3.28 in after-hours trading, while Liberty's Class A stock rose 0.7% to $127.03.

Liberty, which currently owns about 53% of Sirius, said Thursday in light of the tracking stock distribution, "our offer for SiriusXM is no longer applicable." Sirius in early January offered to convert Sirius's common stock into new Liberty Series C nonvoting shares at a proposed exchange ratio that would value Sirius common stock at about $3.68 a share.

Taking full ownership, Liberty explained at the time, was intended to "eliminate ambiguity" in the long-term relationship between the companies. The move also would have given Liberty access to a new source of capital as it pursued a big cable merger.

Under a plan authorized by Liberty's board, holders of Liberty Series A and Series B stock would receive one share of the corresponding series of Liberty Media and Liberty Broadband stock for each share held by investors.

Liberty Broadband will include the company's interest in cable operators Charter Communications Inc. and Time Warner Cable Inc., as well as TruePosition, among other obligations and liabilities.

The assets attributed to Liberty Media will include Sirius.

Write to John Kell at john.kell@wsj.com

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