Filed by Liberty Media Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of
1934
Subject Company: Liberty Media Corporation
Commission File No.: 001 - 33982
Excerpts
from the Slide Show
Presentation and Transcript of
Liberty
Media Corporations Investor Day
held on October 1, 2010
1. Excerpts from the Slide Show
Presentation
Forward-Looking Statements
This presentation includes
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements about financial guidance,
business strategies, market potential, future financial performance, potential
uses of cash on hand, new service and product launches, the pending split-off
of our Capital and Starz tracking stock groups and other matters that are not
historical facts. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including, without limitation,
possible changes in market acceptance of new products or services, competitive
issues, regulatory issues, market performance of our tracking stocks, continued
access to capital on terms acceptable to Liberty, and the satisfaction of the
conditions to the proposed split-off. These forward looking statements speak
only as of the date of this presentation, and 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 Libertys
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Please refer to the publicly
filed documents of Liberty, including the most recent Forms 10-Q and 10-K, for
additional information about Liberty and about the risks and uncertainties
related to Libertys business which may affect the statements made in this
presentation.
At todays meeting we will
discuss certain non-GAAP financial measures including adjusted OIBDA and
adjusted OIBDA margin. Please refer to the Appendix at the end of this
presentation for definitions of adjusted OIBDA as well as applicable GAAP
reconciliations. The Appendix will be available on our website
www.libertymedia.com throughout this meeting.
Additional Information
Nothing in this presentation
shall constitute a solicitation to buy or an offer to sell shares of the
split-off entity or any of Libertys tracking stocks. The offer and sale of
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 they will contain
important information about the split-off. Copies of the registration
statements and the proxy statement/prospectuses will be available free of
charge at the SECs website (http://www.sec.gov). Copies of the filings
together with the materials incorporated by reference therein will also be
available, without charge, by directing a request to Liberty Media Corporation,
12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone: (720) 875-5408.
1
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 the directors and executive officers of each of Liberty
and the split-off entity and other participants in the proxy solicitation and a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be available in the proxy materials filed with the
SEC.
A Year of Looking In
·
Focused effected
structural changes
·
Better matched
capital structures with operating businesses
·
Announced plan
to eliminate tracking stock structure from LINT
·
Attributed
Starz Media to Liberty Starz
Split-off Update
·
Filed private
letter ruling request with the IRS
·
Expect to file
preliminary proxy statement shortly
·
Trial date set
for late January 2011
·
Goal: ruling
from Court that split-off does not constitute substantially all of the assets
of Liberty Media
·
Satisfactory
resolution is condition to completion of split-off
2. Excerpts from the Transcript
Gregory B.
Maffei, President and Chief Executive Officer,
Liberty
Media Corporation
Since we were here last
October, weve been busy.
We changed the attribution
of the debt assets and cash between LINT and LCAP, a transaction which really
allowed us to both better align the debt, we have these highly charged,
supercharged debt structure, the exchangeable with the businesses that were
better able to take advantage of that, and really to crystallize the value in
the minds of our shareholders and between the two companies in terms of what we
thought that debt was worth. So it was a great transaction we got for both
sides and both stocks responded favorably.
We announced our plan to
split off Liberty Capital and Liberty Starz from Liberty Interactive. Its
going to result in an asset-backed Liberty Interactive, as you know, talk a
little more about that in a moment.
And lastly, we just recently
announced we reattributed Starz Media over to Liberty Starz consolidating the
two businesses under one management team.
More recently, this year, weve
continued the outperformance that we had in 09, which was significant with outperformance
in 10 and obviously led by the performance of LCAP at well over 100%, but good
gains also at LINT and L Starz.
Despite that, we think that
all of our securities traded at discount to the net asset value. Now, that has
been historical condition of Liberty since the beginning of time. Its one
thing that we try and obviously attack to reduce that discount, but it really
is an opportunity for our long-term shareholders. People talk to us sometimes
about tracking stocks, not yielding the highest value in the intermediate or in
the short-term for your shareholders. Obviously, we are very focused in the
long-term. Were focused on trying to get that value and to the degree that our
shares trade at a discount to NAV; weve tried to take advantage of that.
If you look at the year, it
was a year very much of looking in. It was not a year when we went out and did
bold things outside. Most of the things that we did were internally focused. I
talked about effecting structural change; we
2
matched the capital
structures with the better operating businesses. We announced our plan to
eliminate the tracking stock structure at LINT, and we attributed a business
across from Starz Media to Liberty Starz.
In the short-term,
obviously in front of this is getting the split-off done of Liberty Capital and
Liberty Starz away from Liberty Interactive, creating Liberty Interactive as an
asset-backed security and just to give you a brief update on where that is, we
filed our private letter ruling with the IRS, we expect to file the preliminary
proxy very quickly and our trial date has been set from the challenge from
certain bondholders for late January 2011. Our goal obviously is to get a
satisfactory ruling from the court that we have not engaged in the transaction
of split-off that constitutes substantially all of the assets, and we wont
proceed with the transaction until we have satisfactory resolution there.
So, with that, let me turn
specifically briefly to Starz
. If you think about as we do what can drive
value at Starz, some of the things are continued focused on execution.
Obviously growing subscribers, growing revenue per subscriber, controlling
cost, company has benefited enormously over the last few years from declining
content cost as a percent of revenue, I think some of that opportunity
remains.
Weve also had efficiencies
in marketing and I think some of that opportunity remains as well, but were
going to make wise investments there. And you are going to hear about us
executing on an original strategy again hopefully, wisely with that experienced
management team who knows how to execute on that, knows how to think about what
customers want.
Obviously that capital
structure of Liberty Starz is not a typical Liberty Capital structure. Its not
what we consider optimal for business that has the kind of security and length
of contracts it has, has the free cash flow generation capabilities that it
has. And its likely over time, we will optimize that capital structure. We
have the potential for equity shrink. As a big free cash flow generator that
business has an enormous potential for equity shrink. And lastly, it trades at
a fairly modest multiple and we like to believe there is a potential for
multiple expansion.
I mentioned that its a
large free cash flow generator. What will we do with that cash, well, I
think were going to invest in original programming, but I do not believe it
will be a consumer of our cash. I we will be able to fund our original
programming investment out of free cash flow. We have the potential for share
repurchase and we may make acquisitions, or opportunistic investments, weve
talked about looking for that. Its certainly not clear where that where were
going to go with that today, but it certainly remains a possibility.
We recently, as I mentioned,
reattributed or attributed rather the Starz Media assets back to Liberty Starz
as of yesterday. Liberty Starz received $15 million of cash and it took on $70
million of third-party bank debt and forgave $60 million of advances that it
had made on the behalf of Starz Media to Liberty Capital.
Today, the Starz Media
business, having effectively divested the Overture business to Relativity, the
Starz Media businesses is Overture Films library and three films that will be
released in the back half of 2010. Anchor Bay Entertainment, the DVD
distribution company, a small proprietary productions arm and two production
houses Film Roman and Toronto Animation which probably are not strategic to us
for the long-term and we will see how they fit in the mix.
Going forward, I dont
think any of these businesses as a whole will be financially material to
Liberty Starz and I think what will really matter is what we make of them and
particularly what we can do with Anchor Bay and we have some ideas
.
Okay. So switching now from
Liberty Starz to Liberty Capital
. In much the same way we look at the value
drivers, I look at the value drivers at Liberty Starz, we think about what
are the value drivers of Liberty Capital. Well, first obviously growing the
underlying businesses in which we have major investments and the biggest of
those is SIRIUS and I think youre going to hear more from Mel about how it
will increase subscribers, the potential for ARPU growth over time, and
improved content and OEM deals in the cost side driving EBITDA growth over the
3
next few years. And were
very confident in where SIRIUS is positioned and what the management team there
can do.
Still within though weve
made many improvements in our positioning, we still have many non-core assets
and investments, non-consolidated assets and investments inside Liberty
Capital. The opportunity, tax efficiently, get out of those is one of the
appealing things. If you look, where our tax liabilities are, we have a big
liability tax liability in Liberty Capital, but most of it is not actually
related to capital gains on these underlying investments. And this is a case
where we actually have some opportunity to probably relatively efficiently get
out of some of our non-core investments if we have a need for cash and so well
look at that.
Part of that will be
driven by what else we see out there to do opportunistic investments. As I
mentioned earlier, in 2008, early 2009, end of 2008, there were opportunities
out there. We were lucky enough to find a very good one in SIRIUS. Its
certainly harder to find those today. Thats why weve been more internally
focused. We are still looking, but Im not as optimistic. Were going to go on
and find something thats highly attractively priced in todays market. We do
have firepower that changes. We have been on an equity shrink at Liberty
Capital and likely to continue to do so. While weve substantially reduced the
discount to NAV, there is more room to do that as we go forward.
SIRIUS has been a major
driver of the net asset value increase at Liberty Capital. Our trends there
have been highly attractive. Every day that goes forward, we lowered that
return, because it was virtually infinite at the beginning and now its with
the capital we have in the bonds, at least in some degree, its declining, but
we made a quick return on the original senior debt investment that was very
attractive. Weve continued to make attractive returns in the bonds given what
we paid and we have nearly $3 billion of equity value. I think its probably
over that today given the stock price.
SIRIUS has given good
guidance to grow its revenue this year and grow its adjusted EBITDA and have
strong pro forma free cash flow
.
But the other way that weve
increased the net asset value at Liberty Capital is through equity shrink. This
year weve bought back well over $400 million at about 42.50 a share. Thats
been accretive to some of the parts and youll see in the next slide at least
some value some of the parts valuation thats been accretive to some of the
parts by about $3 per share as we shrunk the shares outstanding by nearly 11%.
If you go back to March of 08, when we put this all together, weve
bought back over $900 million of stock with little over $21 a share and thats
been accretive to the tune of about $27 a share of NAV with a significant
shrink of over a third of the stock.
If you look at the things
that are driving value at Liberty Interactive, just the way we looked at LCAPA
and LStarz, we think its underlying growth at first the largest operating
company there QVC. Its had great performance relative to its peers and we
believe it can continue to do that. And its got new international expansion
capabilities, the most recent of which QVC, Italy which as I mentioned
launched last night. I know youll hear more about that from Mike.
We see the potential for
continued growth at our eCommerce companies and Ill show you some statistic
about how theyve grown historically versus peers and talk a little bit about
how they we think they can grow in the future and then youll get an
opportunity here from our eCommerce some of our eCommerce CEOs and executives
in the panel.
We continue to have
accretive debt reduction at Liberty Interactive. I suspect much of that has
been done in the bond case because weve extended those maturities and really
have a very strong and positive capital structure there we like, but we have a
large flexibility with a revolver which we can pay down and have paid down, Ill
talk more about that in a minute.
We have some public assets
in these, particularly Expedia the largest to which we got ways that they
continue to grow Expedia has had a pretty good run in the stock price recently.
And we have hopes about efficient rationalization of some of those and devoting
that investment into more core investment opportunities. Obviously, we hope to
eliminate the
4
capital, the tracking stock
structure in Q1. We think thats likely to be value increase value driver and
the potential exists, we believe from multiple expansion, Ill show you
why.
QUESTION AND ANSWER
Question
Just on that point,
follow-up on Starz specifically, Greg, youve put on the slide I think equity
shrink question mark or possibility...
Gregory B.
Maffei, President and Chief Executive Officer,
Liberty
Media Corporation
I think I put potential.
Question
Potential, and I guess the
issue as Chris presented and talked about kind of the view that programming
costs would be modest in terms of growth over the next few years. It seems
highly unusual for both of you to sit on $1 billion of cash of business that
has essentially no CapEx. I guess whats the decision, could you walk us
through what are you pondering that would lead you to not return and shrink $1
billion of equity with that cash, especially if the cash is building pretty
rapidly over the next 12 months based on Chriss presentation?
Gregory B.
Maffei, President and Chief Executive Officer,
Liberty Media Corporation
Well, I can comment and
I know John has got his views as well. I think weve been doing a couple of
things. One is, we had a new CEO, have a relatively new CEO, have done a fairly
large strategic overview, so lot of thinking about where this business is
going, both what is the sensibility is and what are we going to be a consumer
of the equity and also what other things might we want to do with capital that
are additive, synergistic and helpful to the business. And so saving some of
our firepower for those kind of issues has been one thing.
Second thing is, there were
things we were doing in the business like extending with Comcast, signing
Disney that probably were wed prefer to see those get done and strengthen
the business before we made a big commitment to buying equity. So I think that
strategic process is underway. Chris talked a bunch about some of the things we
are looking and thinking about. I have talked about them in the past, and I
suspect we recognize that thats not the optimal capital structure and at some
point in time, it will probably change if we are not doing something with that
cash, were likely to return it or give a capital structure one way or another,
thats more logical.
John
Malone, Chairman,
Liberty Media Corporation
Im speaking strategically
in the sense of as somebody would say, is Starz okay to go it alone, does it
need to combine with something else through acquisition or merger. And I think
before we pull the trigger on the disposition of its excess capital, which is
clearly not normal for us, we wanted to make sure that weve got a full
exploration of the strategic alternatives that Liberty Starz has. So, its kind
of in that studying phase, its very inefficient balance sheet, so weve
recognized that, no leverage and fully taxable free cash flow and a lot of
cash.
Question
If you look at LCAPA in
particular I guess to somewhat lesser extent LINTA, beyond QVC, potentially the
HSN stake, SIRIUS, maybe Live Nation, what else in there is really strategic
versus assets that the really only question is, how do you monetize them in a
tax efficient manner?
5
Gregory B.
Maffei, President and Chief Executive Officer,
Liberty
Media Corporation
Well, I think you
started by mentioning LCAPA, then talked mostly about LINTA. So, lets start
with LINTA. Obviously, Q is strategic, we think H is strategic. We like the
video commerce space. We think the e-commerce companies are strategic, and its
hard to look and say given the structure of the voting and our position that
the other businesses are strategic to LINTA. Our stake in Lending Tree is
probably not strategic.
In LCAPA, the Braves are
highly strategic as long as they win the wild card. But its ultimately I dont
think were going to be a baseball owner somewhere down the road. Its just
doesnt fit our kind of profile of businesses, but its a fullness of time
thing. And the SIRIUS, we love we just not only because Mel is sitting in the
front row, but because we like the business a lot and we think its got room to
grow further.
With our Live Nation and
music business, we made an attempt to increase our stake, whether well thats
something is a long-term hold, we will watch. Other things in the business
the rest of things in LCAPA are primarily public stakes or small small
businesses which are not strategic to the rest of the pile.
John
Malone, Chairman,
Liberty Media Corporation
So the issue becomes much
more timing and how to realize on that value for our shareholders in a tax
efficient way, and I think thats been the history of the company. We clearly
would invest in any of these businesses if we thought it enhanced their value substantially
even if it meant that they ultimately were distributed in a tax efficient way
to the shareholders. So even an investment position might see additional
investment as a precursor to a separation if that was necessary to make the
whole transaction tax efficient or increase the value on the margin.
Question
So I guess it wasnt clear
from the last answer, Greg if you actually how you view Live Nation and SIRIUS
talked about a strategic fix of the other assets, so I wanted to get a sense on
your kind of strategy, how you intend to perhaps monetize or convert those
stakes over the future
.
Gregory B.
Maffei, President and Chief Executive Officer,
Liberty
Media Corporation
On SIRIUS XM and Live
Nation, were not majority owners, so we they are not consolidated businesses
in the same way as many of our businesses. We like both the businesses. Whether
we became larger owners, whether they are spun, whether they are sold is
probably a function of a couple of things, whats the valuation of those
assets, whats the valuation of those businesses and on the spin/sale question,
its often whats the tax basis. Its unlikely well ever sell our SIRIUS
stock. We could spin it, but just given weve effectively almost no tax basis
were more likely to spin it or buy more than were to just sell it, just
looking at the options on the table, whereas Live Nation we have a much higher
basis and one could actually conceive a sale of the company rather than or
sale of our stake rather than a spin.
***
The foregoing transcript
includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements about the
proposed split-off and the conditions to its completion and the future
performance of our businesses and tracking stocks, and other matters that are
not historical facts. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including, without limitation, our
ability to complete the proposed split-off and the realization of our
performance expectations. These forward-looking statements speak only as of the
date of the foregoing, and 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 Libertys expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statement is based.
6
Additional Information
Nothing in the transcript
shall constitute a solicitation to buy or an offer to sell shares of the entity
to be split-off from Liberty or any of the Liberty tracking stocks described in
the transcript. 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 SECs
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 Libertys (and, if formed, the new companys) 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.
7
Liberty Media Corp. - Liberty Cap Class A Common Stock (MM) (NASDAQ:LCAPA)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Liberty Media Corp. - Liberty Cap Class A Common Stock (MM) (NASDAQ:LCAPA)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024