DirecTV to Merge with Liberty Entertainment

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Liberty Media Corp. on Monday announced an altered structure to the spinoff of its broadcasting and programming units, which includes a 54 percent economic stake in satellite TV provider DirecTV Group Inc.

The new public parent company will be called DirecTV Group with two classes of stock. Liberty Media Chairman John Malone will hold significant stakes in each.

The new larger DirecTV, will continue to be based in El Segundo and led by Chief Executive Chase Carey. DirecTV also will make $650 million in loan payments for the new company, which also will hold Liberty Media’s current 65 percent interest in the Game Show Network, plus three regional sports networks.

Pending regulatory approvals, Malone, his wife and associated trusts after the deal would hold shares giving them about 24 percent of DirecTV’s total voting power.

“This transaction clarifies DirecTV’s capital structure, reduces its shares outstanding, eliminates stock overhang and arbitrage issues, and provides DirecTV with strategic content businesses,” Liberty Chief Executive Greg Maffei said in a statement.

The original arrangement announced in September called for a spinoff of the broadcasting and programming assets into an entity called Liberty Entertainment. Under the new arrangement, existing DirecTV shareholders will receive one share of DirecTV Class A stock for each share they already own. Holders of Liberty Entertainment shares will receive 1.1111 shares of DirecTV Class A for each share of Liberty.

The Malones will receive 1.1111 shares of DirecTV Class B stock for each share of Liberty Entertainment Series B stock. Class A shareholders are entitled to one vote per share, while Class B stockholders will be entitled to 15 votes per share.

DirecTV shares were down 88 cents, or 3.6 percent, to $23.69 in midday trading on the Nasdaq.

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