Liberty Media Corporation Announces Receipt of Private Letter Ruling Relating
to Split-Off
ENGLEWOOD, Colo., Oct. 27 /PRNewswire-FirstCall/ -- Liberty Media Corporation
("Liberty Media") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LMDIA, LMDIB) announced
today that it has received a private letter ruling from the Internal Revenue
Service ("IRS") relating to the tax treatment of the split-off of Liberty
Entertainment, Inc. ("LEI"), a wholly owned subsidiary of Liberty Media, from
Liberty Media (the "Split-Off"). The private letter ruling, which satisfies a
condition to the completion of the Split-Off and the business combination with
The DIRECTV Group, Inc. (the "DTV Business Combination") provides to the
effect that (i) the Split-Off will qualify as a tax-free transaction under
sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as
amended, (ii) no gain or loss will be recognized by Liberty Media upon the
distribution of LEI common stock, and (iii) no gain or loss will be recognized
by, and no amount will be included in the income of, holders of Liberty
Entertainment common stock upon the exchange of shares of Liberty
Entertainment common stock for shares of LEI common stock (except with respect
to cash received in lieu of fractional shares). While generally binding upon
the IRS, the private letter ruling is subject to certain caveats and there are
certain limitations in relying upon private letter rulings. These caveats and
limitations are described in Liberty Media's definitive proxy
statement/prospectus relating to the special meeting of holders of Liberty
Entertainment common stock to be held in connection with the Split-Off, and
filed with the Securities and Exchange Commission ("SEC").
As indicated in our prior press releases, if the proposal relating to the
Split-Off receives the requisite stockholder approval at the special meeting,
then, assuming all other conditions to the Split-Off are satisfied or waived,
Liberty Media will redeem, pursuant to its charter, 90% of the outstanding
shares of Liberty Entertainment common stock in exchange for all of the
outstanding shares of common stock of LEI promptly following the special
meeting. However, the Split-Off may not be completed prior to the first to
occur of the satisfaction of the conditions to the DTV Business Combination
between LEI and The DIRECTV Group, Inc (other than those which may only be
satisfied at closing) or the termination of the related Merger Agreement.
Questions relating to the transactions described above should be directed to
Liberty Media's information agent : D.F. King & Co., Inc., 48 Wall Street,
22nd Floor, NY, NY 10005, Tel. No. (800) 628-8532 (Banks and Brokerage Firms
call (212) 259-5550).
Additional Information
Nothing in this press release shall constitute a solicitation to buy or an
offer to sell shares of LEI, any of the Liberty Media tracking stocks or
shares of the new company to be issued pursuant to the Merger Agreement with
DIRECTV. The offer and sale of shares in the proposed Split-Off and the DTV
Business Combination will only be made pursuant to the effective registration
statements on file with the SEC. Liberty Media stockholders and other
investors are urged to read the effective registration statements, including
the definitive proxy statement/prospectuses contained therein, because they
contain important information about these transactions. Copies of the
effective registration statements and the definitive proxy
statement/prospectuses are available free of charge at the SEC's website
(http://www.sec.gov). Copies of the filings together with the materials
incorporated by reference therein can also be obtained, without charge, by
directing a request to Liberty Media Corporation, 12300 Liberty Boulevard,
Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720)
875-5408.
Participants in a Solicitation
The directors and executive officers of Liberty Media and other persons may be
deemed to be participants in the solicitation of proxies in respect of
proposals to approve the transactions. Information regarding the directors and
executive officers of each of Liberty Media, LEI and the new DIRECTV and other
participants in the proxy solicitation and a description of their respective
direct and indirect interests, by security holdings or otherwise are available
in the definitive proxy materials filed with the SEC.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of electronic retailing, media,
communications and entertainment businesses. Those interests are attributed to
three tracking stock groups: (1) the Liberty Interactive group (NASDAQ:
LINTA, LINTB), which includes Liberty Media's interests in QVC, Provide
Commerce, Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp,
and Expedia, (2) the Liberty Entertainment group (NASDAQ: LMDIA, LMDIB),
which includes Liberty Media 's interests in The DIRECTV Group, Inc., Starz
Entertainment, Game Show Network, LLC, WildBlue Communications, Inc., and
Liberty Sports Holdings LLC, and (3) the Liberty Capital group (NASDAQ:
LCAPA, LCAPB), which includes all businesses, assets and liabilities not
attributed to the Interactive group or the Entertainment group including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc.,
and TruePosition, Inc., Liberty Media's interest in SIRIUS XM Radio, Inc., and
minority equity investments in Time Warner, Time Warner Cable, and Sprint
Nextel Corporation.
SOURCE Liberty Media Corporation
Courtnee Ulrich, +1-720-875-5420, for Liberty Media Corporation
