UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 25,
2010
LIBERTY
MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-33982
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84-1288730
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(720) 875-5400
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
On February 25, 2010, Liberty Media Corporation (Liberty) announced that the
Board of Directors of Liberty (the Board) had resolved to effect the
following changes in attribution between the Liberty Capital tracking stock
group (NASDAQ: LCAPA, LCAPB) (Liberty Capital) and the Liberty Interactive
tracking stock group (NASDAQ: LINTA, LINTB) (Liberty Interactive), effective
immediately:
·
the change in attribution from Liberty Interactive to
Liberty Capital of the 24,539,397 shares of common stock of Live Nation
Entertainment, Inc. (NYSE: LYV) (Live Nation), representing an approximately
14.6% stake in Live Nation, currently owned by Liberty and attributed to
Liberty Interactive;
·
the change in attribution from Liberty Capital to
Liberty Interactive of the following debt securities issued by Liberty Media,
LLC, a subsidiary of Liberty:
·
$469 million in principal amount of 4% Exchangeable
Senior Debentures due 2029 (the 2029 Exchangeables);
·
$460 million in principal amount of 3.75% Exchangeable
Senior Debentures due 2030 (the 2030 Exchangeables); and
·
$491.7 million in principal amount of 3.5%
Exchangeable Senior Debentures due 2031 (the 2031 Exchangeables, and together
with the 2029 Exchangeables and the 2030 Exchangeables, the Exchangeable
Notes);
·
the change in attribution from Liberty Capital to
Liberty Interactive of an aggregate of $830.2 million in net taxable income to
be recognized ratably in tax years 2014 through 2018 as a result of the
cancellation in April 2009 of $400 million in face amount of 2029 Exchangeables
and $350 million in face amount of 2030 Exchangeables; and
·
the change in attribution from Liberty Capital to
Liberty Interactive of $807 million in cash.
In making the determination to effect this change in
attribution, the Board considered several factors related to the value deemed
exchanged, including without limitation the following:
·
the trading value of the shares of Live Nation common
stock currently attributed to Liberty Interactive;
·
the pendency of Libertys tender offer for additional
shares of Live Nation common stock, to be attributed to Liberty Capital;
·
the current trading price of the Exchangeable Notes,
as compared to the principal amount of the Exchangeable Notes, and the original
issue discount deductions that would be realized with respect to comparable
debt instruments issued at a price equal to the current trading price of the
Exchangeable Notes;
·
the present value of the deferred tax obligation
arising from the April 2009 cancellation of certain 2029 Exchangeables and 2030
Exchangeables;
·
the present value of the net tax benefits of the
Exchangeable Notes, taking into account the availability of tax deductions and
the timing of the obligation to recapture tax deductions previously taken,
including the possibility these tax benefits might not be realized as
anticipated;
·
the discount rate and the assumed corporate tax rate
appropriate to apply to payments and benefits occurring in the future; and
·
the beneficial effects of the reattribution on the
capital structures attributed to both tracking stock groups, including, for
example, the addition to Liberty Interactives capital structure of long-term
debt in the form of the Exchangeable Notes.
This change in attribution has no effect on the assets
and liabilities attributed to the Liberty Starz tracking stock group (NASDAQ:
LSTZA, LSTZB). This change also effects
no change to the obligor of the Exchangeable Notes, which remains Liberty
Media, LLC.
This Form 8-K and the press release attached
hereto as Exhibit 99.1 are being furnished to the Securities and Exchange
Commission under Item 7.01 of Form 8-K in satisfaction of the public
disclosure requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Name
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99.1
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Press Release dated
February 25, 2010
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2