Liberty Interactive Announces Extraordinary Cash Distribution and Reference Share Adjustment on its Senior Exchangeable Debentures Relating to Sprint Common Stock
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive LLC (鈥淟iberty鈥), a subsidiary of Liberty Interactive Corporation (Nasdaq: LINTA, LINTB, LVNTA, LVNTB), announced today that it will make an extraordinary cash distribution to holders of record on July 10, 2013, of its 4.0% Senior Exchangeable Debentures due 2029 and 3.75% Senior Exchangeable Debentures due 2030 (the 鈥淒ebentures鈥). The cash distribution to be made per $1,000 principal amount of each Debenture is indicated in the table below (the 鈥淓xtraordinary Distribution鈥). The distribution date for the Extraordinary Distribution is August 7, 2013.
The Extraordinary Distribution is being made by Liberty as a result of the closing of the merger transaction (the 鈥淢erger Transaction鈥) between Sprint Nextel Corporation (鈥淪print Nextel鈥) and SoftBank Corp. Stockholders of Sprint Nextel were given the election (the 鈥淢erger Consideration Election鈥), for each share of Sprint Nextel Series 1 common stock held by them, to receive either (i) one share of common stock, par value $0.01 share (鈥淪print Common Stock鈥), of a new corporation named 鈥淪print Corporation鈥 (鈥淪print鈥) or (ii) cash in the amount of $7.30, subject to proration and reallocation pursuant to the terms of the Merger Transaction. Sprint has publicly announced that, in connection with the Merger Consideration Election, Sprint has issued an aggregate of 850,899,628 shares of Sprint Common Stock and paid an aggregate of $16,639,999,897 in exchange for the 3,026,063,027 shares of Sprint Nextel Series 1 common stock that were eligible to participate in the Merger Consideration Election.
Under the Indenture relating to the Debentures, the Merger Consideration Election constituted a 鈥渞eference share offer鈥 which requires a 鈥渞eference share offer adjustment鈥 to the number of reference shares underlying each Debenture. Hence, in addition to the Extraordinary Distribution, Liberty has made a 鈥渞eference share proportionate reduction鈥 to the number of reference shares underlying the Debentures. The following table illustrates the payments and reference share adjustments being made by Liberty.
Extraordinary Distribution and Reference Share Proportionate Reduction |
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听 | 听 | 听 | 4.0% Debentures | 听 | 听 | 3.75% Debentures |
Pre-merger Exchange Ratio | 听 | 听 | Sprint Nextel: 11.4743 | 听 | 听 | Sprint Nextel: 8.3882 |
(shares per bond) | 听 | 听 | CenturyLink: .7860 | 听 | 听 | CenturyLink: .5746 |
Post-merger Exchange Ratio | Sprint : 3.2265 | Sprint: 2.3587 | ||||
(shares per bond) | 听 | 听 | CenturyLink: .7860 | 听 | 听 | CenturyLink: .5746 |
Cash Distribution per bond | 听 | 听 | $63.0960 | 听 | 听 | $46.1258 |
Total Cash Distribution | 听 | 听 | $29,578,250 | 听 | 听 | $21,217,832 |
听 |
In accordance with the Indenture, the principal amount of the Debentures is to be reduced by the amount of each extraordinary cash distribution that we pay on the Debentures. In addition, the adjusted principal amount is to be further reduced on each successive semi-annual interest payment date to the extent necessary to cause the semi-annual interest payment on that date to represent the payment by Liberty, in arrears, of an annualized yield equal to the stated cash coupon rate on the adjusted principal amount of the Debentures. In no event will the reductions to the principal amount of the Debentures affect the amount of the semi-annual interest payments received by holders of the Debentures, which will continue to be a rate of interest equal to the stated cash coupon rate per annum of the original principal amount of the Debentures. The following table illustrates the adjustment made to the principal amount of the Debentures attributable to the Extraordinary Distribution.
听 | 听 | 听 | 听 | 听 | 听 | 听 | 听 | 听 | 听 | 听 |
听 | 听 |
Beginning |
听 |
Principal |
听 |
Ending |
听 |
Beginning Total |
听 |
Ending Total |
4.0% Debentures | 听 | $1000.0000 | 听 | $63.0960 | 听 | $936.9040 | 听 | $468,782,000 | 听 | $439,203,750 |
3.75% Debentures | 听 | $1000.0000 | 听 | $46.1258 | 听 | $953.8742 | 听 | $459,999,000 | 听 | $438,781,168 |
听 | 听 | 听 | 听 | 听 |
jvid视频 Liberty Interactive LLC
Liberty Interactive LLC is a wholly owned subsidiary of Liberty Interactive Corporation and owns interests in a broad range of electronic retailing, media, communications, and entertainment businesses.
Liberty Interactive Corporation
Courtnee Ulrich, 720-875-5420
Source: Liberty Interactive Corporation
Released July 19, 2013