Oct. 27, 2009 (PR Newswire) --
ENGLEWOOD, Colo., Oct. 27 /PRNewswire-FirstCall/ -- Liberty Media Corporation ("Liberty Media") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LMDIA, LMDIB) announced today that it has received a private letter ruling from the Internal Revenue Service ("IRS") relating to the tax treatment of the split-off of Liberty Entertainment, Inc. ("LEI"), a wholly owned subsidiary of Liberty Media, from Liberty Media (the "Split-Off"). The private letter ruling, which satisfies a condition to the completion of the Split-Off and the business combination with The DIRECTV Group, Inc. (the "DTV Business Combination") provides to the effect that (i) the Split-Off will qualify as a tax-free transaction under sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended, (ii) no gain or loss will be recognized by Liberty Media upon the distribution of LEI common stock, and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Entertainment common stock upon the exchange of shares of Liberty Entertainment common stock for shares of LEI common stock (except with respect to cash received in lieu of fractional shares). While generally binding upon the IRS, the private letter ruling is subject to certain caveats and there are certain limitations in relying upon private letter rulings. These caveats and limitations are described in Liberty Media's definitive proxy statement/prospectus relating to the special meeting of holders of Liberty Entertainment common stock to be held in connection with the Split-Off, and filed with the Securities and Exchange Commission ("SEC").
As indicated in our prior press releases, if the proposal relating to the Split-Off receives the requisite stockholder approval at the special meeting, then, assuming all other conditions to the Split-Off are satisfied or waived, Liberty Media will redeem, pursuant to its charter, 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI promptly following the special meeting. However, the Split-Off may not be completed prior to the first to occur of the satisfaction of the conditions to the DTV Business Combination between LEI and The DIRECTV Group, Inc (other than those which may only be satisfied at closing) or the termination of the related Merger Agreement.
Questions relating to the transactions described above should be directed to Liberty Media's information agent : D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, NY, NY 10005, Tel. No.
