Liberty Starz (LSTZA) to Combine with Liberty Media (LCAPA); Board Aims for $1.25B Buyback
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Liberty Media Corporation (Nasdaq: LCAPA)(Nasdaq: LCAPB)(Nasdaq: LSTZA)(Nasdaq: LSTZB) today announced that its board of directors has unanimously voted to eliminate Liberty’s tracking stock structure by converting each share of its Liberty Starz common stock into 0.88129 of a share of the corresponding series of Liberty Capital common stock, effective at 5:00 p.m., New York City time, on November 28, 2011. Cash will be paid in lieu of fractional shares.
The conversion of shares of Liberty Starz common stock will be effected pursuant to Article IV, Section A.2(b)(ii) of Liberty’s restated charter and will result in the conversion of all of the outstanding shares of Liberty Starz common stock on the Conversion Date unless, pursuant to the restated charter, the board determines to terminate the Conversion prior to the Conversion Date. The conversion does not require any action by Liberty’s shareholders and will have no impact on the businesses, assets and liabilities of Liberty. Following the conversion, Liberty will have two series of common stock, which will trade under the Nasdaq symbols LMCA and LMCB.
Liberty’s board also determined to increase the repurchase authorization for Liberty Capital common stock to $1.25 billion following the conversion.
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The conversion of shares of Liberty Starz common stock will be effected pursuant to Article IV, Section A.2(b)(ii) of Liberty’s restated charter and will result in the conversion of all of the outstanding shares of Liberty Starz common stock on the Conversion Date unless, pursuant to the restated charter, the board determines to terminate the Conversion prior to the Conversion Date. The conversion does not require any action by Liberty’s shareholders and will have no impact on the businesses, assets and liabilities of Liberty. Following the conversion, Liberty will have two series of common stock, which will trade under the Nasdaq symbols LMCA and LMCB.
Liberty’s board also determined to increase the repurchase authorization for Liberty Capital common stock to $1.25 billion following the conversion.
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