Liberty Interactive Prices Private Offering of $850 Million of 0.75% Exchangeable Senior Debentures due 2043
03 Abril 2013 - 8:18PM
Business Wire
Liberty Interactive Corporation ("Liberty") (Nasdaq: LINTA,
LINTB, LVNTA, LVNTB) announced today that its wholly owned
subsidiary, Liberty Interactive LLC (the “Company”), has priced its
private offering of $850 million aggregate original principal
amount of its 0.75% exchangeable senior debentures due 2043 (the
“debentures”). The debentures will initially be exchangeable for a
basket of 6.3040 shares of common stock of Time Warner Cable, Inc.
(NYSE: TWC) and 5.1635 shares of common stock of Time Warner Inc.
(NYSE: TWX), per $1,000 original principal amount of debenture.
This represents an initial exchange price of $106.28 and $63.91 for
each share of TWC and TWX, respectively, included in the basket.
Interest will be payable quarterly on March 30, June 30, September
30 and December 30 of each year, commencing June 30, 2013.
The offering is expected to close on April 9, 2013, subject to
satisfaction of customary closing conditions.
The Company expects to apply the net proceeds of the offering
towards the retirement of its outstanding 3.125% exchangeable
senior debentures due 2023 (the “old debentures”), and to retire
any remaining outstanding old debentures following a call for their
redemption.
Like the old debentures, the new debentures will be attributed
to Liberty’s Ventures Group.
The debentures to be offered have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
debentures are being offered by means of an offering memorandum
solely to qualified institutional buyers pursuant to Rule 144A.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the debentures nor shall there be
any sale of debentures in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state. This press
release does not constitute an offer to purchase any of the
Company’s outstanding old debentures.
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 relating to the offering of the
debentures, the use of proceeds therefrom and the retirement of the
old debentures. 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, general market conditions. 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
its most recent Form 10-K, for risks and uncertainties related to
Liberty.
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