"Liberty Media Corporation Announces Rights Offering
Friday September 6, 6:01 pm ET
ENGLEWOOD, Colo., Sept. 6 /PRNewswire-FirstCall/ -- Liberty Media Corporation (NYSE: L - News, LMC.B - News) announced today that it has filed a registration statement with the Securities and Exchange Commission for a distribution it plans to make to its shareholders of transferable subscription rights to purchase shares of Series A and Series B common stock of Liberty Media. Rights will be distributed to shareholders of record as of the record date, which has not yet been determined.
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Holders of record of Series A common stock will receive a fraction of a Series A right for each share of Series A common stock held. Each whole Series A right will entitle the holder to purchase one share of Series A common stock at the per share subscription price, which has not yet been determined. Holders of record of Series B common stock will receive a fraction of a Series B right for each share of Series B common stock held. Each whole Series B right will entitle the holder to purchase one share of Series B common stock at the per share subscription price, which has not yet been determined. In addition, each rightsholder who exercises all of its rights will be entitled to subscribe, at the same per share subscription price, for up to that number of shares of the applicable series of common stock which are not purchased by other holders of the same series of rights.
The subscription price may be paid in cash or by exchange of senior notes or senior debentures (excluding the senior exchangeable debentures) of Liberty Media. Proceeds of the offering, the size of which has not yet been determined but is currently contemplated to be $310 million, will be used for general corporate purposes, including acquisitions and other opportunities, and to the extent debt securities are used to pay the subscription price, to reduce debt.
In connection with Liberty Media's split-off from AT&T Corp., the Internal Revenue Service issued a private letter ruling confirming that the split-off would qualify as a tax-free transaction. The request for rulings and the private letter ruling stated that Liberty Media intended to issue at least $500 million of its equity within a specified time period after the split-off. Liberty Media believes that the issuance of stock pursuant to the rights offering will be in accordance with that statement of intent.
When the Securities and Exchange Commission declares the registration statement effective, the prospectus, rights certificates and related documents will be mailed to stockholders of record and will also be made available, as applicable, for distribution to beneficial owners of Liberty Media's common stock.
None of Liberty Media, its board of directors, or any committee of its board of directors is making any recommendation to stockholders as to whether to exercise or transfer their subscription rights.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of Liberty Media's common stock. Stockholders should carefully read the prospectus, rights certificates and related materials when they are available because they contain important information. Stockholders may obtain a free copy (when available) of the prospectus and other documents relating to the offer at the Securities and Exchange Commission's web site at www.sec.gov .
Liberty Media Corporation (NYSE: L - News, LMC.B - News) owns interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses. Liberty Media and its affiliated companies operate in the United States, Europe, South America and Asia with some of the world's most recognized and respected brands, including Encore, STARZ!, Discovery, QVC and Court TV.
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Source: Liberty Media Corporation
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