Liberty Interactive Prices Private Offering of $850 Million of 0.75%
Exchangeable Senior Debentures due 2043
ENGLEWOOD, Colo. -- April 3, 2013
Liberty Interactive Corporation ("Liberty") (Nasdaq: LINTA, LINTB, LVNTA,
LVNTB) announced today that its wholly owned subsidiary, Liberty Interactive
LLC (the “Company”), has priced its private offering of $850 million aggregate
original principal amount of its 0.75% exchangeable senior debentures due 2043
(the “debentures”). The debentures will initially be exchangeable for a basket
of 6.3040 shares of common stock of Time Warner Cable, Inc. (NYSE: TWC) and
5.1635 shares of common stock of Time Warner Inc. (NYSE: TWX), per $1,000
original principal amount of debenture. This represents an initial exchange
price of $106.28 and $63.91 for each share of TWC and TWX, respectively,
included in the basket. Interest will be payable quarterly on March 30, June
30, September 30 and December 30 of each year, commencing June 30, 2013.
The offering is expected to close on April 9, 2013, subject to satisfaction of
customary closing conditions.
The Company expects to apply the net proceeds of the offering towards the
retirement of its outstanding 3.125% exchangeable senior debentures due 2023
(the “old debentures”), and to retire any remaining outstanding old debentures
following a call for their redemption.
Like the old debentures, the new debentures will be attributed to Liberty’s
The debentures to be offered 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 Rule 144A.
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. This
press release does not constitute an offer to purchase any of the Company’s
outstanding old debentures.
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 the debentures, the use of proceeds
therefrom and the retirement of the old debentures. 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 Form 10-K, for risks and uncertainties related to Liberty.
Liberty Interactive Corporation
Courtnee Ulrich, 720-875-5420
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