ENGLEWOOD, Colo.--(BUSINESS WIRE)--
Liberty Media Corporation ("Liberty") (Nasdaq: LMCA, LMCB) today
announced that its board has authorized management to pursue a plan to
reclassify its common stock to create two new tracking stock groups, one
to be designated the Liberty Media Group and the other to be designated
the Liberty Broadband Group, and to distribute subscription rights
related to the Liberty Broadband Group (collectively, the
"Distribution"). In connection with the creation of the new tracking
stock groups, record holders of Liberty's Series A and Series B common
stock would receive one share of the corresponding series of Liberty
Media tracking stock and four shares of the corresponding series of
Liberty Broadband tracking stock for each share of Liberty's common
stock held by them as of the effective date. In addition, stockholders
will also receive a subscription right to acquire one additional series
A or series B share of Liberty Broadband tracking stock for every five
shares of series A or five shares of series B Liberty Broadband tracking
stock they receive in the Distribution.
Liberty intends to attribute to the Liberty Broadband Group its interest
in Charter Communications, Inc., its interest in Time Warner Cable Inc.
and its subsidiary TruePosition, Inc. along with a note obligation from
the Liberty Broadband Group to the Liberty Media Group, a call option
liability associated with Liberty's Time Warner Cable Inc. shares and
liabilities at TruePosition, Inc. In addition, cash raised from the
exercise of Liberty Broadband subscription rights will be attributed to
the Liberty Broadband Group. The Liberty Media Group would have
attributed to it all of the businesses, assets and liabilities of
Liberty other than those specifically attributed to the Liberty
Broadband Group, including Liberty's subsidiary Sirius XM Holdings Inc.
"We are creating two new tracking stocks, Liberty Media and Liberty
Broadband," said Greg Maffei, Liberty President & CEO. "This is another
step in Liberty's process of offering investors greater choice,
transparency and focus. We expect to complete the creation of the new
tracking stocks by the third quarter. In light of the tracking stock
distribution, our offer for SiriusXM is no longer applicable. Depending
on market conditions, we look forward to further discussions with the
SiriusXM Special Committee. We remain enthusiastic owners of 53% of
SiriusXM."
"We remain very excited about our investments in the cable sector and
Charter Communications," said John Malone, Liberty Chairman. "We think
Tom Rutledge and his team are successfully executing their strategy to
upgrade the network to all digital and accelerate Charter's growth. We
believe the creation of the Liberty Broadband tracking stock and the
concurrent rights offering will provide us greater flexibility to, among
other things, support Charter in its expansion efforts."
The subscription rights are being issued to raise capital for general
corporate purposes of the Liberty Broadband Group, including investment
in new business opportunities to be attributed to that group. The
subscription rights will:
• Enable the holders to acquire shares of the applicable series of
Liberty Broadband tracking stock at a 20% discount to the 20-trading day
volume weighted average trading price of Liberty Broadband tracking
stock following the closing of the Distribution.
• Become publicly traded, once the exercise price has been established.
• Expire forty trading days following the closing of the Distribution.
Liberty expects that the Series A and Series B Liberty Broadband
tracking stock will trade under the symbols "LBRDA" and "LBRDB,"
respectively, and that the Series A and Series B Liberty Media tracking
stock will trade under the symbols "LMCA" and "LMCB," respectively,
which are currently used by Liberty's Series A and Series B common
stock, in each case, on the Nasdaq Stock Market. The creation of the
tracking stocks will be subject to various conditions, including the
requisite approval of the holders of Liberty's common stock at a
stockholders' meeting and the receipt of the opinion of tax counsel.
Liberty also announced that it plans to sell, pursuant to the terms of
the Share Repurchase Agreement, dated as of October 9, 2013, between
Liberty and SiriusXM, the SiriusXM shares remaining to be sold under
that agreement.
About Liberty Media Corporation
Liberty Media Corporation owns interests in a broad range of media,
communications and entertainment businesses, including its subsidiaries
Sirius XM Holdings Inc., Atlanta National League Baseball Club, Inc. and
TruePosition, Inc., its interests in Charter Communications, Live Nation
Entertainment and Barnes & Noble, and minority equity investments in
Time Warner Inc., Time Warner Cable, and Viacom.
Forward-Looking Statements
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the Distribution, the anticipated benefits of
the proposed tracking stocks, the proposed use of proceeds from the
subscription rights, the proposed acquisition of the shares of SiriusXM
not currently owned by Liberty and its subsidiaries, including the
related issuance of the Series C common stock, and the future strategies
and performance of Charter, 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, the satisfaction of conditions to the Distribution, the
ability of Liberty to complete the proposed acquisition of SiriusXM, the
ability of Liberty to complete the distribution of its Series C common
shares and the ability of Liberty to realize the expected benefits of
the Distribution and the proposed SiriusXM transaction. These forward
looking statements speak only as of the date of this press release, 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 Liberty's 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 Form 10-K, for
additional information about Liberty and about the risks and
uncertainties related to Liberty's business which may affect the
statements made in this press release.
Additional Information
Nothing in this press release shall constitute a solicitation to buy or
an offer to sell shares of Liberty's proposed Liberty Media tracking
stock, Liberty's proposed Liberty Broadband tracking stock, Liberty's
proposed Series C common shares or Liberty's existing common stock. The
offer and sale of shares of the proposed tracking stocks and shares of
Series C common stock in the proposed SiriusXM transaction will only be
made pursuant to effective registration statements. Liberty stockholders
and other investors are urged to read the registration statements to be
filed with the SEC regarding the proposed tracking stocks and the
proposed SiriusXM transaction, including the proxy statement/prospectus
to be contained in each applicable registration statement, because they
will contain important information about the issuance of shares of the
proposed tracking stocks and shares of Series C common stock in the
proposed SiriusXM transaction. Copies of Liberty Media's SEC filings are
available free of charge at the SEC's 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 Investor Relations, (720) 875-5420.
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 relating to the approval of the issuance of the tracking
stocks and proposals relating to the approval of the issuance of the
Series C common shares in the proposed SiriusXM transaction. Information
regarding the directors and executive officers of Liberty and other
participants in the proxy solicitations and a description of their
respective direct and indirect interests, by security holdings or
otherwise, will be available in the respective proxy materials with
respect to the Distribution and the proposed SiriusXM transaction to be
filed with the SEC.
Liberty Media Corporation
Courtnee Ulrich, 720-875-5420
Source: Liberty Media Corporation
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