Liberty Media LLC Announces Expiration of Early Participation Date and Withdrawal Date in Tender Offer for 8-1/2% Senior Debentu
19 11월 2008 - 3:10AM
PR Newswire (US)
ENGLEWOOD, Colo., Nov. 18 /PRNewswire-FirstCall/ -- Liberty Media
LLC ("Liberty"), a subsidiary of Liberty Media Corporation
(NASDAQ:LINTANASDAQ:LMDIANASDAQ:LCAPA), today announced that the
Early Participation Date in respect of its previously announced
cash tender offer for its 8-1/2% Senior Debentures due 2029 (the
"8-1/2% Debentures") and 8-1/4% Senior Debentures due 2030 (the
"8-1/4% Debentures" and, together with the 8-1/2% Debentures, the
"Debentures") expired at 5:00 p.m., New York City time, on November
17, 2008. On November 3, 2008, Liberty commenced a tender offer for
the maximum aggregate principal amount of Debentures it can
purchase for $285 million at a purchase price per $1,000 principal
amount determined in accordance with the procedures of a modified
"Dutch Auction." The total consideration payable under the tender
offer per $1,000 principal amount of Debentures of each series will
be determined based on a formula consisting of a "base price" of
$550.00 per $1,000 principal amount of Debentures, plus a "clearing
premium" to be determined pursuant to the modified "Dutch Auction."
The clearing premium will be determined by consideration of the
"bid price" specified by each holder that tenders Debentures into
the tender offer, which represents the minimum consideration such
holder is willing to receive for those Debentures. As of the Early
Participation Date, according to Global Bondholder Services
Corporation ("GBSC"), the depositary for the tender offer, Liberty
received valid tenders from holders of approximately $242.1 million
aggregate principal amount of 8-1/2% Debentures and approximately
$379.7 million aggregate principal amount of 8-1/4% Debentures at
various bid prices within the acceptable bid price range of $550 to
$620 per $1,000 principal amount. This represents approximately
48.4% and 42.1% of the outstanding principal amount of the 8-1/2%
Debentures and the 8-1/4% Debentures, respectively. Holders who
validly tendered and did not withdraw their Debentures on or prior
to the Early Participation Date, and whose Debentures are purchased
pursuant to the tender offer, will be entitled to receive an "early
participation payment" of $10.00 per $1,000 principal amount of
Debentures, which amount was included in the bid price specified by
such tendering holders. Previously tendered Debentures cannot be
withdrawn after the Withdrawal Date, which also expired at 5:00
p.m., New York City time, on November 17, 2008, and holders who
tender Debentures after the Withdrawal Date do not have withdrawal
rights. The tender offer will expire at 5:00 p.m., New York City
time, on December 3, 2008, unless extended (the "Expiration Date").
Pursuant to the Offer to Purchase, holders of Debentures may tender
their Debentures until the Expiration Date and still be entitled to
receive the tender offer consideration as determined pursuant to
the tender offer if Liberty purchases such Debentures in the tender
offer. However, any such tender that occurs after the Early
Participation Date will not be entitled to the early participation
payment. Because the aggregate amount of Debentures validly
tendered and not withdrawn as of the Early Participation Date would
cause Liberty to spend more than $285 million to purchase such
Debentures, Liberty will accept Debentures validly tendered in the
tender offer on a prorated basis as described in the Offer to
Purchase. Liberty will determine the final proration factors as
promptly as practicable after the Expiration Date. Liberty has
retained Citi and Deutsche Bank Securities to serve as dealer
managers for the tender offer, and GBSC to serve as the depositary
and information agent. Copies of the Offer to Purchase and related
documents may be obtained from GBSC at (866) 873-7700 (toll free)
or (212) 430-3774 (for banks and brokers). Questions regarding the
tender offer may be directed to Citi at (800) 558-3745 (toll free)
or (212) 723-6106 (collect) or to Deutsche Bank Securities at (866)
627-0391 (toll free) or (212) 250-2955 (collect). This press
release does not constitute an offer to purchase or a solicitation
of any offer to sell the Debentures or any other securities. The
tender offer is being made solely by the Offer to Purchase, dated
November 3, 2008, and the related letter of transmittal, which
fully set forth the terms of the tender offer. About Liberty Media
LLC Liberty Media LLC is an intermediate holding company of Liberty
Media Corporation, owning interests in a broad range of electronic
retailing, media, communications, and entertainment businesses.
Certain statements in this press release may constitute
"forward-looking statements." Such forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or
achievements of Liberty Media LLC and its subsidiaries to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
risks, uncertainties and other factors include the risks and
factors described in the publicly filed documents of Liberty Media
LLC, including its most recently filed Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q. These forward-looking
statements speak only as of the date of this press release. Liberty
Media LLC expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in Liberty Media
LLC's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
DATASOURCE: Liberty Media LLC CONTACT: Courtnee Ulrich of Liberty
Media LLC, +1-720-875-5420 Web site: http://www.libertymedia.com/
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