ENGLEWOOD, Colo., June 20 /PRNewswire-FirstCall/ -- Liberty
Media Corporation (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA,
LSTZB) ("Liberty") today announced that its board of directors has
authorized its management to proceed with a plan to separate its
Liberty Capital and Liberty Starz tracking stock groups from its
Liberty Interactive tracking stock group.
"We are pleased to announce our plan to make Liberty Interactive
an asset-backed stock by splitting-off Liberty Capital and Liberty
Starz," said Greg Maffei, President
and CEO of Liberty. "An asset-backed Liberty Interactive will
provide better transparency on Liberty's operating businesses,
enable more efficient capital raising, and permit us to better
pursue our strategic objectives, including acquisitions using
stock. We also believe the split-off will be positive for the
long-term credit outlook at Liberty Interactive."
The proposed split-off will be effected by the redemption of all
the outstanding shares of Liberty Capital tracking stock and
Liberty Starz tracking stock in exchange for shares in a newly
formed company ("Newco"). Newco will hold substantially all
the assets and be subject to substantially all the liabilities
currently attributed to the Liberty Capital and Liberty Starz
tracking stock groups. The common stock of Newco will be
divided into two tracking stock groups, one tracking assets that
are currently attributed to the Liberty Capital group ("Newco
Capital") and the other tracking assets that are currently
attributed to the Liberty Starz group ("Newco Starz"). In the
redemption, holders of Liberty Capital tracking stock will receive
shares of Newco Capital tracking stock and holders of Liberty Starz
tracking stock will receive shares of Newco Starz tracking stock.
After the redemption, Newco and Liberty will be separate
public companies.
The split-off is intended to be tax-free to stockholders of
Liberty and its completion will be subject to various conditions,
including the receipt of IRS private letter rulings, the opinions
of tax counsel and required governmental approvals. The
redemption that is necessary to effect the split-off will require
the affirmative vote of a majority of the voting power of the
outstanding shares of Liberty Capital tracking stock and Liberty
Starz tracking stock present in person or by proxy at a meeting
called to consider the redemption, each voting as a separate class.
Subject to the satisfaction of the conditions described
above, the split-off is currently expected to occur in late 2010 or
early 2011.
All of the outstanding debt securities issued by Liberty Media
LLC will remain obligations of Liberty Media LLC following the
redemption, and Liberty Media LLC will remain a wholly owned
subsidiary of Liberty. Liberty anticipates that prior to the
redemption it will offer holders of its 3.125% Exchangeable Senior
Debentures due 2023 that are currently attributed to the Liberty
Capital group the opportunity to exchange those debentures for debt
securities issued by Newco.
Liberty Media will host a conference call to discuss this
announcement on Monday June 21 at
11:00 a.m. (ET). Please call
Premier Conferencing at (888) 481-2877 or (719) 457-2704 at least
10 minutes prior to the call. Callers will need to be on a
touch-tone telephone to ask questions. The conference administrator
will provide instructions on how to use the polling feature.
Replays of the conference call can be accessed through
June 28, by dialing (888) 203-1112 or
(719) 457-0820 plus the pass code 7601748.
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including the statements
regarding our expected redemption of the Liberty Capital and
Liberty Starz tracking stocks and the anticipated exchange offer
for Liberty's 3.125% Exchangeable Senior Debentures due 2023.
These forward looking statements are based on management's current
expectations and assumptions, which are inherently subject to
uncertainties, risks and changes in circumstances that are
difficult to predict. Actual results could differ materially
from those expressed or implied by such forward-looking statements.
These forward-looking statements speak only as of the date of this
press release. Liberty 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's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information
Nothing in this release shall constitute a solicitation to buy
or an offer to sell shares of Newco or any of the Liberty Media
tracking stocks described in this release. The offer and sale
of such shares in the proposed split-off will only be made pursuant
to an effective registration statement. Liberty stockholders and
other investors are urged to read the registration statement to be
filed with the SEC, including the proxy statement/prospectus to be
contained therein, because it will contain important information
about the transaction. A copy of the registration statement
and the proxy statement/prospectus, once filed, will be available
free of charge at the SEC's website (http://www.sec.gov). Copies of
the proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the proxy statement/prospectus
can also be obtained, without charge, by directing a request to
Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone: (720) 875-5408.
Participants in a Solicitation
The directors and executive officers of Liberty and other
persons may be deemed to be participants in the solicitation of
proxies in respect of proposals to approve the split-off.
Information regarding Liberty's (and, if formed, Newco's) directors
and executive officers and other participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be available in
the proxy materials to be filed with the SEC.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of electronic
retailing, media, communications and entertainment businesses.
Those interests are attributed to three tracking stock groups: (1)
the Liberty Interactive group (Nasdaq: LINTA, LINTB), which
includes Liberty Media's interests in QVC, Provide Commerce,
Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp,
and Expedia, (2) the Liberty Starz group (Nasdaq: LSTZA,
LSTZB), which includes Liberty Media's interests in Starz
Entertainment and (3) the Liberty Capital group (Nasdaq:
LCAPA, LCAPB), which includes all businesses, assets and
liabilities not attributed to the Interactive group or the Starz
group including its subsidiaries Starz Media, LLC, Atlanta National
League Baseball Club, Inc., and TruePosition, Inc., Liberty Media's
interest in SIRIUS XM Radio, Inc., and minority equity investments
in Time Warner Inc., Time Warner Cable and Live Nation.
Contact:
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Courtnee Ulrich
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720-875-5420
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SOURCE Liberty Media Corporation