Liberty Media Corporation owns interests in a broad range of media, communications and entertainment businesses. Those interests are attributed to two tracking stock groups: (1) the Liberty Starz group (Nasdaq: LSTZA, LSTZB), which includes Liberty Media's interest in Starz, LLC, and (2) the Liberty Capital group (Nasdaq: LCAPA, LCAPB), which includes its subsidiaries Atlanta National League Baseball Club, Inc., and TruePosition, Inc., Liberty Media's interest in SiriusXM, Live Nation and Barnes & Noble, and minority equity investments in Time Warner Inc and Viacom.
Immediately prior to the September 2011 split-off that is discussed below, Liberty Media Corporation and Liberty Interactive Corporation, its former parent company, underwent changes to their corporate names. Prior to the split-off, Liberty Interactive Corporation was the entity known as Liberty Media Corporation, and the entity today known as Liberty Media Corporation was known as Liberty CapStarz, Inc. Management felt that these names would best reflect the businesses, assets and liabilities held by each entity following the September 2011 split-off. Throughout these FAQs, we refer to the entity that existed as Liberty Media Corporation prior to the September 2011 split-off as Liberty Interactive Corporation and the entity formerly known as Liberty CapStarz, Inc. as “the Company” or “Liberty Media.”
A tracking stock is a form of common stock that is intended to reflect or "track" the financial performance of a specific group of assets within a company. A tracking stock trades as a separate security and is intended to fluctuate in value depending on the financial performance of the group of assets it tracks, regardless of the performance of the remaining assets of the company. A tracking stock is not an asset-backed security and the holder of a tracking stock does not have an ownership interest in the assets which are attributed to that tracking stock. Instead, holders of tracking stock are stockholders of the company issuing the tracking stock, with a single board of directors, and are subject to all the risks and liabilities of that company. In the case of Liberty Media's tracking stocks, a holder of Liberty Capital or Liberty Starz stock has an ownership interest in Liberty Media, which directly or indirectly owns all the businesses and assets attributed to the two tracking stock groups.
Prior to the September 2011 split-off (as discussed below), the capital structure of Liberty Interactive Corporation had become increasingly complex. The management of Liberty Interactive believed that this complexity had caused confusion among investors and is a reason why its stock traded at a discount to Liberty Interactive's perceived net asset value. Following the September 2011 split-off, we have elected to continue to issue tracking stocks to assist the capital markets in better understanding and valuing our businesses and to give investors a choice in the kinds of businesses in which they wish to invest. Because Liberty Media is the issuer of these two stocks, we have been able to maintain operating and other efficiencies, including possible income tax benefits and the ability to share the expense of various corporate functions that might not be available if the stocks were issued by separate companies.
Liberty Media's two tracking stocks, Liberty Capital and Liberty Starz, trade on Nasdaq under the symbols LCAPA and LCAPB, and LSTZA and LSTZB respectively.
Each holder of the then-Liberty Media Corporation Series A common stock received 0.25 of a share of Liberty Interactive Series A common stock and 0.05 of a share of Liberty Capital Series A common stock for each share of old Liberty Series A common stock held; and each holder of the then-Liberty Media Corporation Series B common stock received 0.25 of a share of Liberty Interactive Series B common stock and 0.05 of a share of Liberty Capital Series B common stock for each share of old Liberty Series B common stock held.
With the reclassification of Liberty Capital in March 2008, each holder of Liberty Capital group Series A common stock received 4 shares of Liberty Entertainment Series A common stock and maintained existing holdings of Liberty Capital group Series A common stock.
Each holder of Liberty Capital group Series B common stock received 4 shares of Liberty Entertainment Series B common stock and maintained existing holdings of Liberty Capital group Series B common stock.
Shares of Liberty Interactive were not affected by the reclassification of the Liberty Capital common stock.
Each holder of Liberty Interactive Corporation's Liberty Capital Series A common stock received 1 share of Liberty Media's Liberty Capital Series A common stock.
Each holder of Liberty Interactive Corporation's Liberty Capital Series B common stock received 1 share of Liberty Media's Liberty Capital Series B common stock.
Each holder of Liberty Interactive Corporation's Liberty Starz Series A common stock received 1 share of Liberty Media's Liberty Starz Series A common stock.
Each holder of Liberty Interactive Corporation's Liberty Starz Series B common stock received 1 share of Liberty Media's Liberty Starz Series B common stock.
The businesses and assets attributed to Liberty Capital includes its subsidiaries Atlanta National League Baseball Club, Inc., and TruePosition, Inc., Liberty Media's interest in SiriusXM Radio, Inc., and minority equity investments in Live Nation, Barnes & Noble and Time Warner Inc.
The Liberty Capital and Liberty Starz Series A stock (LCAPA/LSTZA) has one vote per share, while the Series B stock (LCAPB/LSTZB) has ten votes per share.
The Series B stock is exchangeable at any time on a one-for-one basis for Series A stock. The Series A stock is not exchangeable for Series B stock.
The Series A stock is broadly held and actively traded; the Series B stock is held by a relatively small number of holders and thinly traded.
Liberty Media Corporation is the owner of all the businesses and assets that are attributed to Liberty Capital and Liberty Starz. Its common equity is publicly traded as two tracking stocks. Those tracking stocks are intended to reflect the performance of two groups of businesses and assets, Liberty Capital and Liberty Starz. Prior to the September 2011 split-off, the Liberty Capital and Liberty Starz tracking stock groups were a part of Liberty Interactive Corporation, along with a third tracking stock, Liberty Interactive.
On May 9, 2006, shares of the entity formerly known as Liberty Media Corporation (now Liberty Interactive Corporation) were exchanged for shares of the Liberty Interactive and Liberty Capital tracking stocks and the old Liberty Media Corporation Series A and Series B shares, which traded under the L and LMC.B ticker symbols, ceased trading. Investors can no longer purchase L or LMC.B shares.
On March 3, 2008, holders of Liberty Capital tracking stock were issued shares of Liberty Entertainment tracking stock.
On November 20, 2009, holders of Liberty Entertainment tracking stock were issued shares of DIRECTV and Liberty Starz tracking stock. Liberty Entertainment Series A and Series B shares, which traded under the LMDIA and LMDIB ticker symbols, ceased trading.
On September 23, 2011, Liberty Interactive Corporation redeemed all of the shares of its Liberty Capital common stock in exchange for shares of Liberty Media's Liberty Capital common stock, and redeemed all of the shares of its Liberty Starz common stock for shares of Liberty Media's Liberty Starz common stock.
Following these redemptions, Liberty Media, which previously existed as a subsidiary of Liberty Interactive Corporation, was split-off from Liberty Interactive Corporation. The redemptions and split-off had no effect on the holders of Liberty Interactive common stock. Liberty Interactive Corporation and Liberty Media are now two separate publicly traded companies and are not affiliated with each other.
The 2008 reclassification and issuance of the Liberty Interactive, Liberty Entertainment and Liberty Capital tracking stocks was structured not to be taxable to shareholders.
In November 20, 2009, shares of Liberty Entertainment were exchanged for shares of DIRECTV and the Liberty Starz tracking stock and the old Liberty Entertainment Series A and Series B shares ceased trading. Investors can no longer purchase LMDIA or LMDIB shares.
The September 23, 2011 split-off of Liberty Capital and Liberty Starz from Liberty Interactive was structured to not be taxable to Liberty Capital, Liberty Starz and Liberty Interactive shareholders.
As a shareholder of L you should have received a letter of transmittal to submit with your shares. If you did not receive this document or have misplaced this document, please call Computershare, Liberty's transfer agent at (866) 367-6355 (toll free) or (781) 575-3580 and a customer service representative will be able to assist you.
Shareholders of LCAPA on March 3, 2008, do not need to take any action to obtain their shares of Liberty Entertainment common stock. Holders of book-entry shares of Liberty Capital common stock will have their Liberty Entertainment shares credited to their accounts promptly following the closing. Holders of certificated shares of Liberty Capital common stock will receive certificates representing their shares of Liberty Entertainment common stock shortly following the closing.
Shareholders of LMDIA on November 20, 2009, do not need to take any action to obtain their shares of DIRECTV and Liberty Starz common stock. Holders of book-entry shares of Liberty Entertainment common stock will have their DIRECTV and Liberty Starz shares credited to their accounts promptly following the closing. Holders of certificated shares of Liberty Entertainment common stock will receive certificates representing their shares of DIRECTV and Liberty Starz common stock shortly following the closing.
Shareholders of LCAPA and LSTZA on September 23, 2011, do not need to take any action to obtain their shares of Liberty Media's Series A Liberty Capital common stock or Series A Liberty Starz common stock. Holders of book-entry shares of Liberty Interactive Corporation's Liberty Capital and Liberty Starz common stock will have their shares credited to their accounts promptly following the closing. Holders of certificated shares of such common stock will receive certificates representing their shares of Liberty Media common stock shortly following the closing.
Liberty Media's board of directors has authorized the repurchase of up to $500 million of Liberty Starz common stock, and up to $300 million of Liberty Capital common stock. Liberty Media reports its share repurchase activities on a quarterly basis.
The Company will hold annual meetings beginning in 2012. Web casts of future meetings can be found on the Events page under the Investors section of the web site.
To contact the Company's transfer agent, Computershare, please go to the Contact Us section or you can call them directly at either of the following numbers:
(866) 367-6355 (toll free) or (781) 575-3580
We can add your name to one of our distribution lists, via our Contact Us page, you can view the Press Release section of this Web site or you can visit our Event Calendar pages on this Web site.
Liberty Interactive Corporation (Nasdaq: LINTA/LINTB), Discovery Holding Company (Nasdaq: DISCA/DISCB) and Liberty Global, Inc. (Nasdaq: LBTYA/LBTYK) are separate public companies and are not affiliated with Liberty Media or its Liberty Capital group or Liberty Starz group.
Shares of Discovery Holding Company and Liberty Global were not affected by the 2008 issuance of the Liberty Interactive, Liberty Entertainment group and Liberty Capital tracking stocks.
On November 28, 2011, Liberty Media eliminated its tracking stock structure by converting each share of its Liberty Starz common stock into 0.88129 of a share of the corresponding series of Liberty Capital common stock. In connection with that transaction, Liberty Capital common stock began trading under the new Nasdaq symbols of LMCA and LMCB beginning on November 29, 2011. The ticker symbols LCAPA and LCAPB are no longer used.
On November 28, 2011, Liberty Media eliminated its tracking stock structure by converting each share of its Liberty Starz common stock into 0.88129 of a share of the corresponding series of Liberty Capital common stock. In connection with that transaction, Liberty Capital common stock began trading under the new Nasdaq symbols of LMCA and LMCB beginning on November 29, 2011. Investors can no longer purchase LSTZA and LSTZB shares.
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