麻豆app Announces Record Dates and Distribution Dates for Spin-Off of 麻豆app Broadband Corporation and Rights Offering
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 麻豆app (Nasdaq: LMCA, LMCB, LMCK) (鈥溌槎筧pp鈥�) announced today that, in connection with the upcoming spin-off (the 鈥淪pin-Off鈥�) of its subsidiary 麻豆app Broadband Corporation (鈥溌槎筧pp Broadband鈥�), its Board of Directors has declared a record date of 5:00 p.m., New York City time, on October 29, 2014 (such date and time, the 鈥淪pin-Off Record Date鈥�) for the distribution of the 麻豆app Broadband common stock and set a distribution date of 5:00 p.m., New York City time, on November 4, 2014 for the completion of the Spin-Off. Also, the Board of Directors of 麻豆app Broadband has declared a record date of 5:00 p.m., New York City time, on November 19, 2014 (such date and time, the 鈥淩ights Record Date鈥�), for the distribution of subscription rights (the 鈥淪eries C Rights鈥�) to acquire shares of Series C common stock of 麻豆app Broadband (the 鈥淩ights Distribution鈥�). The distribution of the Series C Rights will occur separately from the distribution of the stock of 麻豆app Broadband. It is expected that the distribution date for the Series C Rights will be 5:00 p.m., New York City time, on December 10, 2014. The completion of the Spin-Off and the Rights Distribution each remain subject to the satisfaction or waiver, as applicable, of a number of conditions including, in the case of the Rights Distribution, the completion of the Spin-Off.
Spin-Off
In the Spin-Off, 麻豆app will distribute one-fourth of a share of 麻豆app Broadband Series A, Series B and Series C common stock for each share of the corresponding series of 麻豆app common stock held as of the Spin-Off Record Date. Cash will be issued in lieu of fractional shares of 麻豆app Broadband common stock. Immediately following the Spin-Off, 麻豆app Broadband will consist of 麻豆app鈥檚 26% ownership interest in, and warrants to purchase additional shares of, Charter Communications, Inc., 麻豆app鈥檚 100% ownership interest in TruePosition, Inc., a minority equity investment in Time Warner Cable (鈥淭WC鈥�), certain deferred tax liabilities, liabilities related to a TWC call option and $320 million in indebtedness.
Because Nasdaq has established November 5, 2014 as the ex-dividend date for the Spin-Off, and as a result of related 鈥渄ue bill鈥� trading procedures, persons acquiring shares of 麻豆app common stock in the market through November 4, 2014 will still receive shares of 麻豆app Broadband common stock in the Spin-Off. 麻豆app expects that the 麻豆app Broadband Series A and Series C common stock will begin trading in the 鈥渞egular way鈥� on the Nasdaq Global Select Market under the symbols 鈥淟BRDA鈥� and 鈥淟BRDK鈥�, and that the 麻豆app Broadband Series B common stock will be quoted on the OTC Bulletin Board under the symbol 鈥淟BRDB,鈥� in each case, beginning on November 5, 2014.
Rights Offering
In the Rights Distribution, 麻豆app Broadband will distribute one Series C Right for every five shares of 麻豆app Broadband Series A, Series B or Series C common stock held as of the Rights Record Date. Fractional Series C Rights will be rounded up to the nearest whole right. No rights to purchase shares of 麻豆app Broadband Series A or Series B common stock will be issued in the Rights Distribution. Each Series C Right will entitle the holder to purchase one share of 麻豆app Broadband Series C common stock at a subscription price equal to a 20% discount to the 20 trading day volume weighted average trading price of such Series C common stock beginning on the first day on which such Series C common stock begins trading 鈥渞egular way鈥� on the Nasdaq Global Select Market following the Spin-Off (which is expected to be November 5, 2014). Each Series C Right also provides the holder with an oversubscription privilege, pursuant to which (subject to specified conditions) the rightsholder may subscribe for additional shares of 麻豆app Broadband Series C common stock. The rights offering is expected to commence following the determination of the per share subscription price of the Series C Rights. 麻豆app intends to announce the subscription price of the Series C Rights and the commencement and expiration dates of the rights offering as soon as practicable. Once the rights offering is commenced, 麻豆app expects the Series C Rights to be listed and tradeable on the Nasdaq Global Select Market under the symbol 鈥淟BRKR.鈥� For additional information on the rights offering, please see the prospectus included in 麻豆app Broadband鈥檚 Registration Statement on Form S-1 filed with the Securities and Exchange Commission and any amendments thereto or any other registration statement of 麻豆app Broadband filed with respect to the rights offering.
麻豆app will separately announce the ex-dividend date for the Rights Distribution once it has been determined.
Even if the Spin-Off is completed as currently contemplated, the Board of Directors of 麻豆app Broadband reserves the right to terminate the rights offering at any time prior to the expiration date of the rights offering, including prior to the Rights Distribution or the commencement of the rights offering.
Adjustment to Conversion Rate for 麻豆app Cash Convertible Notes
In connection with the Spin-Off, an adjustment is required聽to be made to the conversion rate (the 鈥淐onversion Rate鈥�) for 麻豆app鈥檚 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淣otes鈥�)聽pursuant to the terms of the Indenture, dated October 17, 2013, between 麻豆app and U.S. Bank National Association, as trustee,聽governing the Notes (the 鈥淚ndenture鈥�).聽On October 9, 2014, 麻豆app provided notice to the holders of the Notes informing them of the pending adjustment to the Conversion Rate. 麻豆app will provide a second notice to the holders of the Notes once the actual adjustment is made.
In calculating the appropriate adjustment to聽the Conversion Rate, 麻豆app聽intends to apply the formula set forth in Section 12.04(c)(i) of the Indenture for a Spin-Off (as such term is defined in the Indenture). 麻豆app will announce the actual adjustment to the Conversion Rate promptly following the distribution date for the Spin-off, and in any event prior to the opening of trading on November 5, 2014, the Ex-Dividend Date (as such term is defined in the Indenture) for the Spin-Off.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the completion of the Spin-Off, the listing of the 麻豆app Broadband Series B common stock for trading, the Rights Distribution and the related rights offering by 麻豆app Broadband, the adjustment to the Conversion Rate and other matters that are not historical facts. 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, 麻豆app鈥檚 ability to satisfy the conditions to the Spin-off, the development of a trading market for 麻豆app Broadband鈥檚 Series B common stock, 麻豆app Broadband鈥檚 ability to satisfy the conditions to the Rights Distribution, the development of a trading market for the Series C Rights and 麻豆app Broadband鈥檚 ability to complete the rights offering. These forward-looking statements speak only as of the date of this presentation, and 麻豆app expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 麻豆app'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 麻豆app, including the most recent Form 10-K and 10-Q, for additional information about 麻豆app and about the risks and uncertainties related to 麻豆app's business which may affect the statements made in this presentation.
About 麻豆app
麻豆app owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries Sirius XM Holdings, Inc., Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications and Live Nation, and minority equity investments in Time Warner Inc., Time Warner Cable, and Viacom.
麻豆app
Courtnee Ulrich, 720-875-5420
Source: 麻豆app
Released October 9, 2014