Liberty announces payment of Extraordinary Additional Distribution & adjusted composition of Reference Shares under 0.75% Exc...
February 09 2018 - 4:30PM
Business Wire
Liberty Interactive LLC ("Liberty"), a subsidiary of Liberty
Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA, LVNTB),
announces an Extraordinary Additional Distribution to the holders
of its 0.75% Exchangeable Senior Debentures due 2043 (the
“Debentures”). The amount of the Extraordinary Additional
Distribution is $11.9399 per $1,000 original principal amount of
Debentures (a “Debenture”), which is attributable to the cash
consideration of $18.50 per share paid to former holders of common
stock of Time Inc. (“Time”) on January 31, 2018, in connection with
the acquisition of Time by Meredith Corporation (“Meredith”).
Liberty expects to pay the Extraordinary Additional Distribution
on March 1, 2018, to holders of record of the Debentures on
February 14, 2018, the special record date for the Extraordinary
Additional Distribution.
Under the Indenture for the Debentures, the original principal
amount of the Debentures is reduced by an amount equal to each
extraordinary additional distribution made to holders of the
Debentures. Thereafter, the adjusted principal amount is further
reduced on each successive semi-annual interest payment date to the
extent necessary to cause the semi-annual interest payment to
represent the payment of an annualized yield of 0.75% of the
adjusted principal amount. This latter adjustment, to the extent it
is made by reason of a particular Extraordinary Additional
Distribution that results in an adjustment to the principal amount
of the Debentures, takes effect on the second succeeding interest
payment date after the payment of that extraordinary
distribution.
To date, Liberty has previously made one Extraordinary
Additional Distribution to holders of the Debentures. On June 16,
2016, Liberty made an Extraordinary Additional Distribution of
$614.4332 per $1,000 original principal amount of the Debentures
attributable to the cash distribution made to former holders of
common stock of Time Warner Cable, Inc. (“TWC”) on May 18, 2016, in
connection with the mergers involving Charter Communications, Inc.
and TWC.
Adjustments to the principal amount of the Debentures do not
affect the amount of the semi-annual interest payments received by
holders of the Debentures, which will continue to be a rate equal
to 0.75% per annum of the original principal amount of the
Debentures. Below is a detail of the amount of the Extraordinary
Additional Distribution being made on the Debentures announced
today and the adjusted principal amount resulting from that
payment, per $1,000 original principal amount of the
Debentures:
March 1, 2018 BeginningAdjusted
Principal
Extraordinary AdditionalDistribution
March 1, 2018 EndingAdjusted Principal
$378.6220 $11.9399
$366.6821
Holders of the Debentures will not be entitled to the
Extraordinary Additional Distribution if they transfer or submit
through DTC a notice of exchange prior to February 14, 2018, the
special record date for payment of the Extraordinary Additional
Distribution.
As a result of the acquisition of Time, the reference shares
attributable to each $1,000.00 original principal of Debentures now
consist of a basket of 3.1648 shares of Class A common stock of
Charter (NASDAQ: CHTR) and 5.1635 shares of common stock of Time
Warner, Inc. (NYSE: TWX).
About Liberty Interactive LLC
Liberty Interactive LLC is an intermediate subsidiary of Liberty
Interactive Corporation, owning interests in a broad range of
electronic retailing, media, communications, and entertainment
businesses.
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