Liberty Interactive Prices Private Offering of $675 Million of 1.75% Exchangeable Senior Debentures due 2046
August 18 2016 - 6:00AM
Business Wire
Liberty Interactive Corporation (“Liberty”) (Nasdaq: QVCA, QVCB,
LVNTA, LVNTB) announced today that its wholly owned subsidiary
Liberty Interactive LLC (the “Company”) has priced and agreed to
sell to initial purchasers in a private offering $675 million
aggregate principal amount of its 1.75% exchangeable senior
debentures due 2046 (the “debentures”). The Company has also
granted to the initial purchasers an option to purchase additional
debentures with an aggregate principal amount up to $75
million.
Upon an exchange of debentures, the Company, at its option, may
deliver Charter Communications, Inc. (“Charter”) Class A common
stock, cash or a combination of Charter Class A common stock and
cash. Initially, 2.9317 shares of Charter Class A common stock are
attributable to each $1,000 principal amount of debenture,
representing an initial exchange price of approximately $341.10 for
each Charter share. A total of approximately 2.0 million shares of
Charter Class A common stock are attributable to the debentures
(assuming the initial purchasers do not exercise their option to
purchase additional debentures). Interest will be payable quarterly
on March 31, June 30, September 30 and December 31 of each year,
commencing December 31, 2016. The debentures may be redeemed by the
Company, in whole or in part, on or after October 5, 2023. Holders
of the debentures also have the right to require the Company to
purchase their debentures on October 5, 2023. The redemption and
purchase price will generally equal 100% of the adjusted principal
amount of the debentures plus accrued and unpaid interest.
The offering is expected to close on August 23, 2016, subject to
satisfaction of customary closing conditions.
The Company expects to use the net proceeds of the offering for
one or more of the following purposes: to repay up to $450 million
outstanding under a margin loan facility recently entered into by
its wholly owned special purpose subsidiary LV Bridge, LLC; to
repurchase, in privately negotiated transactions, its outstanding
0.75% exchangeable senior debentures due 2043 (the “2043
Debentures”); and to the extent holders tender their 2043
Debentures for exchange, to satisfy its exchange obligation in
cash. Any remaining net proceeds will be used for general corporate
purposes, including to pay interest on the debentures.
The debentures, as well as the associated cash proceeds, will be
attributed to the Liberty Ventures Group.
The debentures 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, and as that term is
defined in, Rule 144A of the Securities Act.
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.
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
debentures and the use of proceeds therefrom. 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 Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to
Liberty.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive Corporation's subsidiaries, QVC, Inc. and zulily, llc,
and its interest in HSN, Inc., and the businesses and assets
attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB)
consist of all of Liberty Interactive Corporation's businesses and
assets other than those attributed to the QVC Group, including its
interests in Expedia, Liberty Broadband Corporation and FTD, its
subsidiaries Bodybuilding.com and Evite, and minority interests in
Interval Leisure Group, Time Warner, Lending Tree and Charter.
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