Liberty Interactive Corporation Announces Proposed Private Offering of Exchangeable Senior Debentures
August 16 2016 - 4:15PM
Business Wire
Liberty Interactive Corporation (“Liberty”) (Nasdaq: QVCA, QVCB,
LVNTA, LVNTB) announced today that its wholly owned subsidiary
Liberty Interactive LLC (the “Company”) intends to issue senior
debentures exchangeable for Charter Communications, Inc. Class A
common stock in a private offering. The debentures will be
exchangeable at the option of holders during specified periods.
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. 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 offering of the debentures will not be 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 will be 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 intended launch of a
private 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
interest 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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