Liberty Interactive Announces Extraordinary Cash Distribution & Reference Share Adjustment on its Senior Exchangeable Debentu...
19 Julho 2013 - 6:48PM
Business Wire
Liberty Interactive LLC (“Liberty”), 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 “Debentures”). The cash
distribution to be made per $1,000 principal amount of each
Debenture is indicated in the table below (the “Extraordinary
Distribution”). 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 “Merger
Transaction”) between Sprint Nextel Corporation (“Sprint Nextel”)
and SoftBank Corp. Stockholders of Sprint Nextel were given the
election (the “Merger Consideration Election”), 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 (“Sprint
Common Stock”), of a new corporation named “Sprint Corporation”
(“Sprint”) 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 “reference share offer” which
requires a “reference share offer adjustment” to the number of
reference shares underlying each Debenture. Hence, in addition to
the Extraordinary Distribution, Liberty has made a “reference share
proportionate reduction” 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
4.0% Debentures 3.75%
Debentures Pre-merger Exchange Ratio
Sprint Nextel: 11.4743 Sprint Nextel: 8.3882
(shares per bond) CenturyLink: .7860
CenturyLink: .5746
Post-merger Exchange Ratio Sprint
: 3.2265 Sprint: 2.3587
(shares per bond)
CenturyLink: .7860 CenturyLink: .5746
Cash
Distribution per bond $63.0960
$46.1258
Total Cash Distribution $29,578,250
$21,217,832
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.
BeginningAdjustedPrincipalAmount
perBond
PrincipalAdjustment
perBond
EndingAdjustedPrincipalAmount
perBond
Beginning
TotalPrincipalOutstanding
Ending
TotalPrincipalOutstanding
4.0% Debentures $1000.0000 $63.0960
$936.9040 $468,782,000 $439,203,750
3.75%
Debentures $1000.0000 $46.1258 $953.8742
$459,999,000 $438,781,168
About 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 CorporationCourtnee Ulrich, 720-875-5420
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