花都影视 Announces Plan to Split-Off 花都影视 Capital and 花都影视 Starz
ENGLEWOOD, Colo., June 20 /PRNewswire-FirstCall/ -- 聽花都影视 (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) ("花都影视") today announced that its board of directors has authorized its management to proceed with a plan to separate its 花都影视 Capital and 花都影视 Starz tracking stock groups from its 花都影视 Interactive tracking stock group.
"We are pleased to announce our plan to make 花都影视 Interactive an asset-backed stock by splitting-off 花都影视 Capital and 花都影视 Starz," said Greg Maffei, President and CEO of 花都影视. 聽"An asset-backed 花都影视 Interactive will provide better transparency on 花都影视's operating businesses, enable more efficient capital raising, and permit us to better pursue our strategic objectives, including acquisitions using stock. 聽We also believe the split-off will be positive for the long-term credit outlook at 花都影视 Interactive."
The proposed split-off will be effected by the redemption of all the outstanding shares of 花都影视 Capital tracking stock and 花都影视 Starz tracking stock in exchange for shares in a newly formed company ("Newco"). 聽Newco will hold substantially all the assets and be subject to substantially all the liabilities currently attributed to the 花都影视 Capital and 花都影视 Starz tracking stock groups. 聽The common stock of Newco will be divided into two tracking stock groups, one tracking assets that are currently attributed to the 花都影视 Capital group ("Newco Capital") and the other tracking assets that are currently attributed to the 花都影视 Starz group ("Newco Starz"). 聽In the redemption, holders of 花都影视 Capital tracking stock will receive shares of Newco Capital tracking stock and holders of 花都影视 Starz tracking stock will receive shares of Newco Starz tracking stock. 聽After the redemption, Newco and 花都影视 will be separate public companies.
The split-off is intended to be tax-free to stockholders of 花都影视 and its completion will be subject to various conditions, including the receipt of IRS private letter rulings, the opinions of tax counsel and required governmental approvals. 聽The redemption that is necessary to effect the split-off will require the affirmative vote of a majority of the voting power of the outstanding shares of 花都影视 Capital tracking stock and 花都影视 Starz tracking stock present in person or by proxy at a meeting called to consider the redemption, each voting as a separate class. 聽Subject to the satisfaction of the conditions described above, the split-off is currently expected to occur in late 2010 or early 2011.
All of the outstanding debt securities issued by 花都影视 Media LLC will remain obligations of 花都影视 Media LLC following the redemption, and 花都影视 Media LLC will remain a wholly owned subsidiary of 花都影视. 聽花都影视 anticipates that prior to the redemption it will offer holders of its 3.125% Exchangeable Senior Debentures due 2023 that are currently attributed to the 花都影视 Capital group the opportunity to exchange those debentures for debt securities issued by Newco.
花都影视 Media will host a conference call to discuss this announcement on Monday June 21 at 11:00 a.m. (ET). 聽Please call Premier Conferencing at (888) 481-2877 or (719) 457-2704 at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature. 聽Replays of the conference call can be accessed through June 28, by dialing (888) 203-1112 or (719) 457-0820 plus the pass code 7601748.
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the statements regarding our expected redemption of the 花都影视 Capital and 花都影视 Starz tracking stocks and the anticipated exchange offer for 花都影视's 3.125% Exchangeable Senior Debentures due 2023.聽 These forward looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.聽 Actual results could differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this press release.聽 花都影视 expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 花都影视's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Additional Information
Nothing in this release shall constitute a solicitation to buy or an offer to sell shares of Newco or any of the 花都影视 Media tracking stocks described in this release. 聽The offer and sale of such shares in the proposed split-off will only be made pursuant to an effective registration statement. 花都影视 stockholders and other investors are urged to read the registration statement to be filed with the SEC, including the proxy statement/prospectus to be contained therein, because it will contain important information about the transaction. 聽A copy of the registration statement and the proxy statement/prospectus, once filed, will be available free of charge at the SEC's website (). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to 花都影视, 12300 花都影视 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
Participants in a Solicitation
The directors and executive officers of 花都影视 and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the split-off. Information regarding 花都影视's (and, if formed, Newco's) directors and executive officers and other participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials to be filed with the SEC.
About 花都影视
花都影视 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 花都影视 Interactive group (Nasdaq: 聽LINTA, LINTB), which includes 花都影视 Media's interests in QVC, Provide Commerce, Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the 花都影视 Starz group (Nasdaq: 聽LSTZA, LSTZB), which includes 花都影视 Media's interests in Starz Entertainment and (3) the 花都影视 Capital group (Nasdaq: 聽LCAPA, LCAPB), which includes all businesses, assets and liabilities not attributed to the Interactive group or the Starz group including its subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc., and TruePosition, Inc., 花都影视 Media's interest in SIRIUS XM Radio, Inc., and minority equity investments in Time Warner Inc., Time Warner Cable and Live Nation.
Contact: Courtnee Ulrich 720-875-5420
SOURCE 花都影视
Released June 20, 2010