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Published on 3/21/2003 in the Prospect News Convertibles Daily.

New Issue: Liberty $1.5 billion exchangeables into AOL Time Warner yield 0.82%, up 52%

By Ronda Fears

Nashville, March 21 - Liberty Media Corp. sold $1.5 billion of 20-year exchangeables at 98.5 to yield 0.82% with a 52% initial conversion premium.

The 0.75% issue will convert, at Liberty's discretion; into AOL Time Warner Inc. shares, Liberty Class A common shares, cash or a combination of those.

The Rule 144A deal, via joint lead managers Banc of America Securities and JPMorgan, sold at the cheap end of indicative terms and was re-priced to 99 before pricing at 98.5, according to market sources. Talk had put the yield at 0.25% to 0.75% and the initial conversion premium at 52% to 57%.

Terms of the deal are:

Issuer: Liberty Media Corp.

Issue:Senior exchangeable notes
Joint lead managers: Banc of America Securities and JPMorgan
Amount$1.5 billion
Greenshoe:$250 million
Maturity:March 31, 2023
Coupon:0.75%
Price:98.5
Yield:0.82%
Conversion premium:52%
Conversion price:$17.416, based on AOL shares
Conversion ratio:57.408, based on AOL shares
Call:Non-callable for 5 years
Put:in years 5, 10 and 15
Expected ratings:Moody's: Baa3
S&P: BBB-
Settlement:March 26

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