麻豆app

麻豆app Announces Creation of Tracking Stock Structure

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 麻豆app (鈥溌槎筧pp鈥�) (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 麻豆app Media Group and the other to be designated the 麻豆app Broadband Group, and to distribute subscription rights related to the 麻豆app Broadband Group (collectively, the 鈥淒istribution鈥�). In connection with the creation of the new tracking stock groups, record holders of 麻豆app鈥檚 Series A and Series B common stock would receive one share of the corresponding series of 麻豆app Media tracking stock and four shares of the corresponding series of 麻豆app Broadband tracking stock for each share of 麻豆app鈥檚 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 麻豆app Broadband tracking stock for every five shares of series A or five shares of series B 麻豆app Broadband tracking stock they receive in the Distribution.

麻豆app intends to attribute to the 麻豆app 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 麻豆app Broadband Group to the 麻豆app Media Group, a call option liability associated with 麻豆app鈥檚 Time Warner Cable Inc. shares and liabilities at TruePosition, Inc. In addition, cash raised from the exercise of 麻豆app Broadband subscription rights will be attributed to the 麻豆app Broadband Group. The 麻豆app Media Group would have attributed to it all of the businesses, assets and liabilities of 麻豆app other than those specifically attributed to the 麻豆app Broadband Group, including 麻豆app鈥檚 subsidiary Sirius XM Holdings Inc.

鈥淲e are creating two new tracking stocks, 麻豆app Media and 麻豆app Broadband,鈥� said Greg Maffei, 麻豆app President & CEO. 鈥淭his is another step in 麻豆app鈥檚 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 In light of the tracking stock distribution, our offer for SiriusXM is no longer applicable.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.鈥�

鈥淲e remain very excited about our investments in the cable sector and Charter Communications,鈥� said John Malone, 麻豆app Chairman. 鈥淲e think Tom Rutledge and his team are successfully executing their strategy to upgrade the network to all digital and accelerate Charter鈥檚 growth. We believe the creation of the 麻豆app Broadband tracking stock and the concurrent rights offering will provide us greater flexibility to, among other things, support Charter in its expansion efforts.鈥�

The subscription rights are being issued to raise capital for general corporate purposes of the 麻豆app Broadband Group, including investment in new business opportunities to be attributed to that group. The subscription rights will:

鈥� Enable the holders to acquire shares of the applicable series of 麻豆app Broadband tracking stock at a 20% discount to the 20-trading day volume weighted average trading price of 麻豆app Broadband tracking stock following the closing of the Distribution.

鈥� Become publicly traded, once the exercise price has been established.

鈥� Expire forty trading days following the closing of the Distribution.

麻豆app expects that the Series A and Series B 麻豆app Broadband tracking stock will trade under the symbols 鈥淟BRDA鈥� and 鈥淟BRDB,鈥� respectively, and that the Series A and Series B 麻豆app Media tracking stock will trade under the symbols 鈥淟MCA鈥� and 鈥淟MCB,鈥� respectively, which are currently used by 麻豆app鈥檚 Series A and Series聽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 麻豆app鈥檚 common stock at a stockholders鈥� meeting and the receipt of the opinion of tax counsel.

麻豆app also announced that it plans to sell, pursuant to the terms of the Share Repurchase Agreement, dated as of October聽9, 2013, between 麻豆app and SiriusXM, the SiriusXM shares remaining to be sold under that agreement.

About 麻豆app

麻豆app 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 麻豆app 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 麻豆app to complete the proposed acquisition of SiriusXM, the ability of 麻豆app to complete the distribution of its Series C common shares and the ability of 麻豆app 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 麻豆app expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 麻豆app鈥檚 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 麻豆app, including the most recent Form 10-K, for additional information about 麻豆app and about the risks and uncertainties related to 麻豆app鈥檚 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 麻豆app鈥檚 proposed 麻豆app Media tracking stock, 麻豆app鈥檚 proposed 麻豆app Broadband tracking stock, 麻豆app鈥檚 proposed Series C common shares or 麻豆app鈥檚 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. 麻豆app 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 麻豆app Media鈥檚 SEC filings are available free of charge at the SEC鈥檚 website (). 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 麻豆app 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 麻豆app 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.

麻豆app
Courtnee Ulrich, 720-875-5420

Source: 麻豆app

Released March 13, 2014