Liberty Media wraps oversubscribed tender for up to $285 million 8½%, 8¼% debentures

By Jennifer Chiou

New York, Dec. 4 - Liberty Media LLC announced the completion of its oversubscribed tender offer for up to $285 million of its 8½% senior debentures due 2029 and 8¼% senior debentures due 2030.

The final tabulation included valid tenders from holders of $242.2 million of the 8½% debentures, of which the company accepted for purchase $175.8 million, and $390.9 million of the 8¼% debentures, of which it accepted $309.4 for a proration factor of 70.3%.

On Nov. 18, the company had said it received tenders from holders of $242.1 million, or 48.4%, of the 8½% debentures and $379.7 million, or 42.1%, of the 8¼% debentures at various bid prices within the acceptable bid price range of $550 to $620 per $1,000 principal amount.

The offer ended at 5 p.m. ET on Dec. 3.

The early participation deadline was 5 p.m. ET on Nov. 17 in the previously announced Dutch auction tender offer.

On Nov. 3, the company said it began a modified Dutch auction tender offer for its $500 million of 8½% debentures and $901.62 million of 8¼% debentures.

The bonds are attributable to the Liberty Interactive tracking stock group, a previous company news release noted.

The total payment for each $1,000 principal amount of debentures is $587.50, equal to a base price of $550 plus a $37.50 clearing premium and accrued interest up to but excluding the settlement date.

The clearing premium was determined by consideration of the bid premiums - the amount by which each bid price exceeded the base price - of all tendered debentures, in order of lowest to highest. The base price plus the clearing premium was required to fall between $550 and $620.

The company said the clearing premium would be the lowest single premium such that for all tenders of debentures whose bid price resulted in a bid premium equal to or less than this single lowest premium, Liberty would be able to purchase the greatest principal amount of debentures for $285 million.

Each bid price submitted includes an early participation payment of $10.00 per $1,000 principal amount for debentures tendered by the early participation deadline.

Because the total amount of debentures validly tendered would have caused Liberty to spend more than $285 million, Liberty will first accept for purchase all debentures tendered at a bid premium less than the clearing premium and then accept debentures tendered with a bid premium equal to the clearing premium on a prorated basis.

The tender offer was conditioned on customary conditions but was not conditioned on financing or on any minimum amount of debentures being tendered.

Citi (800 558-3745 or 212 723-6106) and Deutsche Bank Securities (866 627-0391 or 212 250-2955) were the dealer managers, and Global Bondholder Services Corp. (866 873-7700 or 212 430-3774) was the depositary and information agent.

Englewood, Colo.-based Liberty Media owns interests in electronic retailing, media, communications and entertainment businesses and is an intermediate holding company of Liberty Media Corp.

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