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Annex C—Liberty Entertainment, Inc., LMC Entertainment and Liberty Media Corporation Financial Statements
Annex D—Holdings and DIRECTV Financial Information
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated [                        ], 2009

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

[                        ], 2009

Dear Stockholder:

        You are cordially invited to a special meeting of stockholders of Liberty Media Corporation's (Liberty Media) Series A Liberty Entertainment common stock (LMDIA) and Series B Liberty Entertainment common stock (LMDIB) to be held at [            ] a.m., local time, on [                        ], 2009, at [                        ], telephone [(      )      -        ]. A notice of the special meeting, a proxy card, and a proxy statement/prospectus containing important information about the matters to be acted on at the special meeting accompany this letter.

        At the special meeting, you will be asked to consider and vote on a proposal (the redemption proposal) which would allow Liberty Media to redeem a portion of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of a newly formed, wholly owned subsidiary of Liberty Media, Liberty Entertainment, Inc. (LEI). LEI would hold Liberty Media's 54% interest in The DIRECTV Group, Inc. (DIRECTV), a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game Show Network, LLC and approximately $30 million in cash and cash equivalents, together with approximately $2 billion of indebtedness. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents. We refer to the redemption and the resulting separation of LEI from Liberty Media pursuant to the redemption as the Split-Off.

        If the Split-Off is effected, Liberty Media will redeem, on a pro rata basis, 90% of the shares of LMDIA and LMDIB outstanding on the date designated by the board (the redemption date) for 100% of the outstanding shares of LEI. Accordingly, on the redemption date, (i) 0.9 of each outstanding share of LMDIA will be redeemed for 0.9 of a share of LEI Series A common stock, and 0.1 of each share of LMDIA will remain outstanding as Liberty Entertainment common stock; and (ii) 0.9 of each outstanding share of LMDIB will be redeemed for 0.9 of a share of LEI Series B common stock, and 0.1 of each share of LMDIB will remain outstanding as Liberty Entertainment common stock, subject, in each case, to the payment of cash in lieu of any fractional shares. By way of example, a holder of 100 shares of LMDIA would receive 90 shares of LEI Series A common stock in redemption for 90 shares of LMDIA and would retain the remaining 10 shares of LMDIA, while a holder of 100 shares of LMDIB would receive 90 shares of LEI Series B common stock in redemption for 90 shares of LMDIB and would retain the remaining 10 shares of LMDIB.

        Additionally, at the special meeting, holders of Liberty Entertainment common stock, exclusive of shares beneficially owned by John C. Malone, Chairman of the Board of Liberty Media, certain affiliated persons of Mr. Malone and the other directors and officers of Liberty Media, will be asked to

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consider and vote on a proposal (the transaction proposal) to approve (i) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by a reorganization agreement to be entered into between Liberty Media and LEI); (ii) the Agreement and Plan of Merger, dated as of May 3, 2009 (the Merger Agreement), by and among Liberty Media, LEI, DIRECTV and the other parties named therein pursuant to which, among other things, LEI and DIRECTV would become wholly owned subsidiaries of a new parent company (which we refer to as Holdings) named "DIRECTV," and the transactions contemplated thereby (including the merger of a wholly owned subsidiary of Holdings with and into LEI (the LEI Merger)); and (iii) the Voting and Right of First Refusal Agreement, dated as of May 3, 2009 (the Malone Agreement), pursuant to which, among other things, John C. Malone, his wife Leslie Malone and certain trusts in favor of their children (collectively, the Malones) would receive shares of Holdings Class B common stock in exchange for their shares of LEI Series B common stock, and the transactions contemplated thereby. We refer to the transactions contemplated by the Merger Agreement and the Malone Agreement as the DTV Business Combination, and the Split-Off and the DTV Business Combination, collectively, as the Transactions.

        If the DTV Business Combination is completed, (i) in accordance with the Malone Agreement, each outstanding share of LEI Series B common stock held by the Malones will be exchanged for 1.11111 shares of Class B common stock of Holdings; (ii) each outstanding share of LEI Series A common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings; and (iii) each outstanding share of LEI Series B common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings, in each case, subject to adjustment and the payment of cash in lieu of fractional shares. Also, if the DTV Business Combination is completed, each outstanding share of DIRECTV common stock (other than those owned by DIRECTV or LEI) will be exchanged for one share of Holdings Class A common stock. Each share of Holdings Class A common stock will entitle the holder to one vote per share, and each share of Holdings Class B common stock will entitle the holder to 15 votes per share and to certain limited consent rights. As a result of the DTV Business Combination, the former LEI stockholders will own approximately 53% of the outstanding Holdings common stock, which will entitle them in the aggregate to approximately 64% of the voting power of Holdings, with the former DIRECTV stockholders owning the remaining equity and voting interests in Holdings.

        The Split-Off is conditioned on the receipt of the requisite stockholder approval of the redemption proposal, among other things, but is not conditioned on the receipt of the requisite stockholder approval of the transaction proposal. The DTV Business Combination is conditioned on the receipt of the requisite stockholder approval of the transaction proposal and the completion of the Split-Off, among other things. If the requisite stockholder approval of the redemption proposal is obtained, but the requisite stockholder approval of the transaction proposal is not obtained, it is the present intention of Liberty Media to complete the Split-Off without regard to the failure of the DTV Business Combination to occur.

        As of April 30, 2009, there were outstanding 494,616,028 shares of LMDIA and 23,697,987 shares of LMDIB. Based on the number of shares of Liberty Entertainment common stock outstanding on that date, LEI expects to issue up to 445,154,425 shares of its Series A common stock and 21,328,188 shares of its Series B common stock in the Split-Off; and Liberty Media expects up to 49,461,602 shares of LMDIA and 2,369,798 shares of LMDIB to remain outstanding immediately following the Split-Off. Based on the foregoing and the number of outstanding shares of DIRECTV common stock on June 2, 2009, Holdings expects to issue up to 953,107,229 shares of its Class A common stock and 21,806,138 shares of its Class B common stock in the DTV Business Combination (assuming an LEI exchange ratio of 1.11111 and a DIRECTV exchange ratio of 1).

        LEI expects to list its Series A common stock and Series B common stock on the Nasdaq Global Select Market under the existing symbols "LMDIA" and "LMDIB", respectively. If, however, the DTV

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Business Combination is completed immediately following the Split-Off, LEI will be acquired by Holdings and the LEI common stock will be exchanged for Holdings common stock before ever trading in the public market. Following the Split-Off and subject to the receipt of stockholder approval at Liberty Media's 2009 annual meeting, Liberty Media expects to redesignate LMDIA as Series A Liberty Starz common stock and LMDIB as Series B Liberty Starz common stock and to list these shares on the Nasdaq Global Select Market under the symbols "LSTZA" and "LSTZB", respectively. Holdings expects to list its Class A common stock on the [Nasdaq Global Select Market / New York Stock Exchange] under DIRECTV's current symbol "DTV." The Class B common stock of Holdings will not be listed on any stock exchange or automated dealer quotation system.

        The Liberty Media board has approved and declared advisable the redemption proposal and the transaction proposal (together with a related proposal that would permit Liberty Media to adjourn the special meeting to solicit further proxies), and the transactions contemplated by each of them, and recommends that the holders of LMDIA and LMDIB vote "FOR" each of these proposals.

        Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares are represented.

        Thank you for your cooperation and continued support and interest in Liberty Media.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the proposals or the securities being offered in the Transactions or has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

        Investing in the securities of LEI or Holdings involves risks. See "Risk Factors" beginning on page 43.

        The accompanying proxy statement/prospectus is dated [                        ], 2009 and is first being mailed on or about [                        ], 2009 to the stockholders of record as of 5:00 p.m., New York City time, on [                        ], 2009.

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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement/prospectus or other information about the companies that is filed with the Securities and Exchange Commission (the SEC) under the Securities and Exchange Act of 1934, as amended (the Exchange Act), by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

        IF YOU WOULD LIKE TO REQUEST ANY DOCUMENTS, PLEASE DO SO BY [    •    ], 2009 IN ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETING.

        For additional information on documents incorporated by reference in this proxy statement/prospectus, please see "Additional Information—Where You Can Find More Information."

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LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on [                        ], 2009

        NOTICE IS HEREBY GIVEN of the special meeting of holders of Liberty Media Corporation's (Liberty Media) Series A Liberty Entertainment common stock, par value $0.01 per share, (LMDIA) and Series B Liberty Entertainment common stock, par value $0.01 per share, (LMDIB) to be held at [        ] a.m., local time, on [                        ], 2009, at the [                        ], telephone [(      )         -        ], to consider and vote on:

1.

A proposal (the redemption proposal) to allow Liberty Media to redeem a portion of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of Liberty Entertainment, Inc. (LEI), which would hold Liberty Media's 54% interest in The DIRECTV Group, Inc. (DIRECTV), a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game Show Network, LLC and approximately $30 million in cash and cash equivalents, together with approximately $2 billion of indebtedness. We refer to the redemption and the resulting separation of LEI from Liberty Media pursuant to the redemption as the Split-Off;



2.

A proposal (the transaction proposal) to approve (i) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by a reorganization agreement to be entered into between Liberty Media and LEI); (ii) the Agreement and Plan of Merger, dated as of May 3, 2009 (the Merger Agreement), by and among Liberty Media, LEI, DIRECTV and the other parties named therein pursuant to which, among other things, LEI and DIRECTV would become wholly owned subsidiaries of a new parent company (which we refer to as Holdings) named "DIRECTV," and the transactions contemplated thereby (including the merger of a wholly owned subsidiary of Holdings with and into LEI); and (iii) the Voting and Right of First Refusal Agreement, dated as of May 3, 2009 (the Malone Agreement), pursuant to which, among other things, John C. Malone, Leslie Malone and certain trusts in favor of their children (collectively, the Malones) would receive shares of Holdings Class B common stock in exchange for their shares of LEI Series B common stock, and the transactions contemplated thereby. We refer to the transactions contemplated by the Merger Agreement and the Malone Agreement as the DTV Business Combination, and



3.

A proposal (the adjournment proposal) to authorize the adjournment of the special meeting by Liberty Media to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the transaction proposal in accordance with the Merger Agreement.

        Liberty Media encourages you to read the accompanying proxy statement/prospectus in its entirety before voting, including the following annexes hereto: Annex B—Form of LEI's proposed amended and restated certificate of incorporation (the LEI restated charter); Annex E—Merger Agreement; Annex F—Malone Agreement; and Annex G—Form of Holdings' proposed amended and restated certificate of incorporation (the Holdings charter).

        Holders of record of LMDIA and LMDIB, in each case, outstanding as of 5:00 p.m., New York City time, on [                        ], 2009, the record date for the special meeting, will be entitled to notice

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of the special meeting and to vote at the special meeting or any adjournment or postponement thereof. The proposals described above require the following stockholder approvals:

•

The redemption proposal requires the approval by holders of record, as of the record date, of a majority of the aggregate voting power of the shares of Liberty Entertainment common stock that are present (in person or by proxy) and entitled to vote at the special meeting, voting together as a single class.



•

The transaction proposal requires the approval by the holders of record, as of the record date, voting together as a separate class, of a majority of the aggregate voting power of the outstanding shares of Liberty Entertainment common stock, excluding all shares of Liberty Entertainment common stock beneficially owned by Mr. Malone, certain affiliated persons of Mr. Malone or any director or officer of Liberty Media.



•

The adjournment proposal requires the approval by holders of record, as of the record date, of a majority of the aggregate voting power of the shares of Liberty Entertainment common stock that are present (in person or by proxy) and entitled to vote at the special meeting, voting together as a single class.

        The Liberty Media board of directors has approved and declared advisable each enumerated proposal, and recommends that the holders of LMDIA and LMDIB vote "FOR" each of them.

        Votes may be cast in person or by proxy at the special meeting or prior to the meeting by telephone or via the Internet.

        A list of stockholders entitled to vote at the special meeting will be available at Liberty Media's offices in Englewood, Colorado for review by its stockholders for any purpose germane to the special meeting, for at least 10 days prior to the special meeting.

        YOUR VOTE IS IMPORTANT.    Liberty Media urges you to vote as soon as possible by telephone, Internet or mail.

Englewood, Colorado
[                        ], 2009

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QUESTIONS AND ANSWERS

        The questions and answers below highlight only selected information about the special meeting and how to vote your shares. You should read carefully the entire proxy statement/prospectus, including the Annexes and the additional documents incorporated by reference herein, to fully understand the proposals being considered at the special meeting.

Q:

When and where is the special meeting?

A:

The special meeting will be held at [        ] a.m., local time, on [                        ], 2009 at the [                        ], telephone [(      )       -        ].

Q:

What is the record date for the special meeting?

A:

The record date for the special meeting is 5:00 p.m., New York City time, on [                        ], 2009.

Q:

What is the purpose of the special meeting?

A:

To consider and vote on each of the redemption proposal, the transaction proposal and the adjournment proposal.

Q:

What is the proposed Split-Off for which holders of Liberty Entertainment common stock are being asked to vote?

A:

In accordance with the terms of Liberty Media's charter, the Liberty Media board has determined, subject to receipt of stockholder approval at the special meeting and the satisfaction of certain other conditions, to redeem 90% of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of common stock of LEI, a wholly owned subsidiary of Liberty Media which has been formed in contemplation of the Split-Off. At the time of the Split-Off, LEI would hold Liberty Media's 54% interest in DIRECTV, a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game Show Network, LLC and approximately $30 million in cash and cash equivalents, together with approximately $2 billion of indebtedness. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment Group that are not held by LEI at the time of the Split-Off would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents. For more information, see "Summary—The Split-Off", "Special Factors" and "The Split-Off" below.

Q:

What is the proposed DTV Business Combination for which holders of Liberty Entertainment common stock are being asked to vote?

A:

LEI and Liberty Media have entered into the Merger Agreement with DIRECTV, Holdings and two transitory wholly owned merger subsidiaries of Holdings, pursuant to which, among other things, following the Split-Off and subject to the satisfaction of certain conditions, LEI and DIRECTV would each merge with one of the transitory merger subsidiaries of Holdings and become wholly owned subsidiaries of Holdings. Upon completion of the merger to which LEI is a party (the LEI Merger) and the merger to which DIRECTV is a party (the DIRECTV Merger, and together with the LEI Merger, the Mergers) in accordance with the Merger Agreement, Holdings will become an independent, publicly-traded company. In connection with the Merger Agreement, the Malones have entered into the Malone Agreement, pursuant to which, among other things, the Malones will receive shares of Holdings Class B common stock in exchange for their shares of LEI Series B common stock (the Malone Contribution). All other holders of LEI Series A common stock and LEI Series B common stock will receive shares of Holdings Class A common stock in

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the Mergers. We refer to (i) the transactions contemplated by the Merger Agreement and the Malone Agreement as the DTV Business Combination, and (ii) the Split-Off together with the DTV Business Combination as the Transactions. For more information, see "Summary—DTV Business Combination", "Special Factors" and "DTV Business Combination" below. The sole stockholder of LEI prior to the Split-Off voted in favor of the adoption of the Merger Agreement and the transactions contemplated thereby at a meeting of the sole stockholder of LEI.

You are also being asked to vote to authorize the adjournment of the special meeting by Liberty Media, to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the transaction proposal in accordance with the Merger Agreement.

Q:

What will the holders of Liberty Entertainment common stock receive as a result of the Split-Off?

A:

If the Split-Off is effected on the redemption date, (i) 0.9 of each outstanding share of LMDIA will be redeemed for 0.9 of a share of LEI Series A common stock, and 0.1 of each share of LMDIA will remain outstanding as Liberty Entertainment common stock; and (ii) 0.9 of each outstanding share of LMDIB will be redeemed for 0.9 of a share of LEI Series B common stock, and 0.1 of each share of LMDIB will remain outstanding as Liberty Entertainment common stock, subject, in each case, to the payment of cash in lieu of any fractional shares. By way of example, a holder of 100 shares of LMDIA would receive 90 shares of LEI Series A common stock in redemption for 90 shares of LMDIA and would retain the remaining 10 shares of LMDIA, while a holder of 100 shares of LMDIB would receive 90 shares of LEI Series B common stock in redemption for 90 shares of LMDIB and would retain the remaining 10 shares of LMDIB.

There are a number of differences between the terms of the LEI common stock and the terms of the Liberty Entertainment common stock to be redeemed in exchange therefor, including those relating to the tracking stock nature of the Liberty Entertainment common stock, certain limited consent rights applicable to the LEI Series B common stock, certain enhanced supermajority voting rights of the stockholders, and the possibility that shares of LEI common stock may be treated as excess shares that are transferred to a trust for the benefit of a charity in order to prevent transfers which could cause potential adverse tax effects relating to the Split-Off. See "Description of Common Stock and Comparison of Stockholder Rights" for more information on these differences.

Q:

What will the holders of LEI common stock receive as a result of the DTV Business Combination?

If the DTV Business Combination is completed, (i) in accordance with the Malone Agreement, each outstanding share of LEI Series B common stock held by the Malones will be exchanged for 1.11111 shares of Class B common stock of Holdings; (ii) each outstanding share of LEI Series A common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings; and (iii) each outstanding share of LEI Series B common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings, in each case, subject to adjustment (the LEI Exchange Ratio) and the payment of cash in lieu of fractional shares. The LEI Exchange Ratio will be adjusted to reflect (i) changes in the number of outstanding shares of Liberty Entertainment common stock from March 1, 2009 through the completion of the Split-Off and LEI common stock from the completion of the Split-Off through the completion of the LEI Merger and (ii) certain grants of incentive awards during that period. See "DTV Business Combination—Effect of the LEI Merger; What LEI Stockholders Will Receive in the LEI Merger—LEI Exchange Ratio" below for more information, including an example calculation of the LEI Exchange Ratio.

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Any shares of Holdings common stock received in exchange for LEI Excess Shares in the LEI Merger will be deemed Holdings excess shares and subject to the excess share provisions of the Holdings charter.

There are a number of differences between the terms of the LEI common stock and the terms of the Holdings common stock to be exchanged therefor in the LEI Merger, including the number of votes attributable to Holdings high-vote stock, certain limited consent rights applicable to the Holdings Class B common stock, Holdings' redemption right with respect to certain shares of Holdings Class B common stock, the requirement that the holders of the Holdings Class B common stock receive per share consideration in any business combination that is not less than the per share consideration received by the holders of the Holdings Class A common stock, and the automatic conversion feature of the Holdings Class B common stock. See "Description of Common Stock and Comparison of Stockholder Rights" for more information on these differences.

Also, if the DTV Business Combination is completed, each outstanding share of DIRECTV common stock (other than those owned by DIRECTV or LEI) will be exchanged for one share of Class A common stock of Holdings.

Q:

Why are the Malones receiving shares of high-vote Holdings common stock?

A:

In order to induce the Malones to execute the Malone Agreement in which they agreed to vote their shares in favor of the DTV Business Combination and to certain restrictions on their shares, DIRECTV agreed to create a dual class capital structure at Holdings, similar to the dual class capital structure at LEI. As a result, immediately prior to the LEI Merger, the Malones will exchange all of their shares of LEI Series B common stock, representing 92% of the outstanding shares of LEI Series B common stock, for shares of Holdings Class B common stock (carrying 15 votes per share, having certain limited consent rights, and being subject to certain restrictions) at the LEI Exchange Ratio. After the Malone Contribution, all of the remaining outstanding shares of LEI Series B common stock and all of the outstanding shares of LEI Series A common stock (other than those owned by LEI or Holdings) and DIRECTV common stock (other than those owned by DIRECTV or LEI) will be converted into the right to receive Holdings Class A common stock in the Mergers.

Q:

Where will LEI common stock and Holdings common stock trade?

A:

LEI expects to list its Series A common stock and Series B common stock on the Nasdaq Global Select Market under the Liberty Entertainment tracking stocks' existing symbols "LMDIA" and "LMDIB", respectively. If, however, the DTV Business Combination is completed immediately following the Split-Off, LEI will be acquired by Holdings and the LEI common stock will be exchanged for Holdings common stock before it ever trades in the public market. Following the Split-Off and subject to the receipt of stockholder approval at Liberty Media's 2009 annual meeting, Liberty Media expects to redesignate LMDIA as Series A Liberty Starz common stock and LMDIB as Series B Liberty Starz common stock (the redesignation) and to list these shares on the Nasdaq Global Select Market under the symbols "LSTZA" and "LSTZB", respectively. DIRECTV expects to list the Holdings Class A common stock on the [Nasdaq Global Select Market / New York Stock Exchange], following the Mergers, under the symbol "DTV." The Class B common stock of Holdings will not be listed on any stock exchange or automated dealer quotation system.

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Q:

What stockholder vote is required to approve each of the proposals?

A:

Each of the redemption proposal and the adjournment proposal requires the approval by holders of record, as of the record date, of a majority of the aggregate voting power of the shares of Liberty Entertainment common stock that are present (in person or by proxy) and entitled to vote at the special meeting, voting together as a single class. The approval of the redemption proposal is required by the terms of Liberty Media's charter. The transaction proposal requires the approval by the holders of record, as of the record date, voting together as a separate class, of a majority of the aggregate voting power of the outstanding shares of Liberty Entertainment common stock, excluding all shares of Liberty Entertainment common stock beneficially owned by Mr. Malone, certain affiliated persons of Mr. Malone or any director or officer of Liberty Media. The approval of the transaction proposal is not required by either the terms of Liberty Media's charter or by Delaware law, but is a contractual obligation under the terms of the Merger Agreement and is intended by Liberty Media to have certain effects under Delaware law as described in the following question-and-answer and elsewhere in this proxy statement/prospectus. The receipt of the requisite approvals of each of the redemption proposal and the transaction proposal, as described above, are collectively referred to as the Liberty Stockholder Approval.

As of 5:00 p.m., New York City time, on [                        ], 2009, the record date for the special meeting, Liberty Media's directors and executive officers beneficially owned approximately [        ]% of the total voting power of the outstanding shares of Liberty Entertainment common stock. Liberty Media has been informed that all of its executive officers and directors intend to vote "FOR" each of the redemption proposal and the adjournment proposal. Liberty Media's directors and officers are not entitled to vote on the transaction proposal.

Q:

Why is Liberty Media asking for only certain holders of Liberty Entertainment common stock to vote on the transaction proposal?

A:

The approval of the transaction proposal is not required by either the terms of Liberty Media's charter or by Delaware law. Liberty Media has decided, however, that it is appropriate to seek the approval of the transaction proposal, and has contractually agreed to seek the approval in the Merger Agreement, in order to ensure that the disinterested holders of Liberty Entertainment common stock have the power to determine whether the various transactions contemplated by the transaction proposal (including the Split-Off, the LEI Merger and the Malone Contribution) are acceptable to them.

Liberty Media believes, among other things, that the approval of the transaction proposal should constitute ratification of the transactions contemplated by the transaction proposal. Ratification is an expression of approval by the stockholders of one or more matters for which their approval is not necessarily required as a matter of law. In general, ratification by stockholders may be effective to approve actions taken by a corporation and its board of directors, even if the actions are challenged by some of the stockholders, provided that such actions are not against public policy (such as actions involving waste, fraud, or similar egregious conduct). If any holder of Liberty Media common stock commences litigation against Liberty Media or its directors challenging the fairness of these transactions to the holders of the Liberty Entertainment common stock or alleging any deficiency or breach of fiduciary duty in the process of developing the terms of these transactions or in the consideration or approval of these transactions by the Liberty Media board of directors, Liberty Media believes that approval of the transaction proposal (including the Split-Off, the LEI Merger and the Malone Contribution) by the disinterested holders of Liberty Entertainment common stock would be evidence in any such litigation of the fairness of the transactions contemplated by the transaction proposal. In addition, Liberty Media believes that approval of the transaction proposal (including the Split-Off, the LEI Merger and the Malone Contribution) by the disinterested holders of Liberty Entertainment common stock could also have

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additional substantive and procedural effects that could benefit Liberty Media and its directors in connection with the defense of any such stockholder litigation, including the litigation described in "DTV Business Combination—Legal Proceedings Regarding the DTV Business Combination" below. Such substantive and procedural effects include the possibility that such approval could operate to extinguish some or all of the claims in any such litigation or be a factor in invoking a standard of judicial review or burden of proof that is more favorable to Liberty Media and its directors than the standard of judicial review or burden of proof that might otherwise apply in the absence of such approval.

Q:

Why is Liberty Media seeking approval of the adjournment proposal?

A:

Unlike the redemption proposal, the vote on which is based on the aggregate voting power of the shares of Liberty Entertainment common stock present (in person or by proxy) and entitled to vote at the special meeting, the vote on the transaction proposal is based on the aggregate voting power of all outstanding shares of Liberty Entertainment common stock on the record date, exclusive of the shares beneficially owned by Mr. Malone, certain affiliated persons of Mr. Malone, and the other directors and officers of Liberty Media. To ensure that a sufficient number of shares are voted to be able to determine whether the transaction proposal is acceptable or unacceptable to the majority of the disinterested holders of Liberty Entertainment common stock, Liberty Media may need to adjourn the special meeting to solicit additional proxies. If the adjournment proposal is not approved by a majority of the aggregate voting power of the shares of Liberty Entertainment common stock present (in person or by proxy) and entitled to vote at the special meeting, Liberty Media may need to call a new stockholders meeting at which it may again seek stockholder approval of the DTV Business Combination, which could significantly delay Liberty Media's ability to complete the DTV Business Combination.

Q:

How many votes do stockholders have?

A:

At the special meeting:

•

holders of LMDIA have one vote per share; and

•

holders of LMDIB have ten votes per share.

Only shares owned as of the record date are eligible to vote at the special meeting.

Q:

What if the redemption proposal is not approved?

A:

The Split-Off will not be completed, which means no shares of Liberty Entertainment common stock would be redeemed for shares of common stock of LEI and the DTV Business Combination would not be completed.

Q:

What if the transaction proposal is not approved?

A:

The DTV Business Combination will not be completed, which means the shares of LEI common stock will not be converted into shares of Holdings common stock. However, this will have no effect on the ability of the Liberty Media board to complete the Split-Off.

Q:

What do stockholders need to do to vote on the proposals?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, you should complete, sign, date and return the enclosed proxy card by mail, or vote by telephone or through the Internet, in each case as soon as possible so that your shares are represented and voted at the special meeting. Instructions for voting by using the telephone or the Internet are printed on the proxy voting instructions attached to the proxy card. In order to

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vote via the Internet, have your proxy card available so you can input the required information from the card, and log on to the Internet website address shown on the proxy card. When you log on to the Internet website address, you will receive instructions on how to vote your shares. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting stockholder separately.

Stockholders who have shares registered in the name of a broker, bank or other nominee should follow the voting instruction card provided by their broker, bank or other nominee in instructing them how to vote their shares. We recommend that you vote by proxy even if you plan to attend the special meeting. You may change your vote at the special meeting.

If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the shares of Liberty Entertainment common stock represented by the proxy will be voted "FOR" the approval of each of the proposals.

Q:

If shares are held in "street name" by a broker, bank or other nominee, will the broker, bank or other nominee vote those shares for the beneficial owner on the proposals?

A:

If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any of the proposals. Accordingly, your broker, bank or other nominee will vote your shares held in "street name" on the proposals only if you provide instructions on how to vote. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any proposal, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, these shares are considered "broker non-votes" with respect to such proposal.

Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum but will have no effect (if a quorum is present) on the redemption proposal or the adjournment proposal. They will, however, count as a vote "AGAINST" the transaction proposal. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of common stock and how to revoke prior voting instructions.

Q:

What if I do not vote on the proposals?

A:

If you fail to respond with a vote, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, but your failure to vote will have no effect on determining whether the redemption proposal or the adjournment proposal is approved (if a quorum is present). If you fail to respond with a vote, your shares will count as a vote "AGAINST" the transaction proposal. If you respond but do not indicate how you want to vote, your proxy will be counted as a vote "FOR" each of the proposals.

Q:

What if I respond and indicate that I am abstaining from voting?

A:

If you respond and indicate that you are abstaining from voting, your proxy will have the same effect as a vote "AGAINST" each of the redemption proposal, the transaction proposal and the adjournment proposal.

Q:

May stockholders change their vote after returning a proxy card or voting by telephone or over the Internet?

A:

Yes. Before the start of the special meeting, stockholders who want to change their vote on any proposal may do so by telephone or over the Internet (if they originally voted by telephone or over the Internet), by voting in person at the special meeting or by delivering a signed proxy revocation

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or a new signed proxy with a later date to Liberty Media Corporation, c/o Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.

Any signed proxy revocation or new signed proxy must be received before the start of the special meeting. Your attendance at the special meeting will not, by itself, revoke your proxy. If your shares are held in an account by a broker, bank or other nominee who you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Q:

What do I do if I have additional questions?

A:

If you have any questions prior to the special meeting or if you would like copies of any document referred to or incorporated by reference in this document, please call Investor Relations at (720) 875-5408.

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SUMMARY

        The following summary includes information contained elsewhere in this proxy statement/prospectus. This summary does not contain all of the important information that you should consider before voting on the proposals. You should read the entire proxy statement/prospectus, including the Annexes and the documents incorporated by reference herein, carefully.

The Companies

Liberty Media Corporation

        Liberty Media owns interests in a broad range of electronic retailing, media communications and entertainment businesses. Those interests are attributed to three tracking stock groups: (1) the Liberty Interactive Group, which includes Liberty Media's interests in QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., BuySeasons, Inc., Bodybuilding.com, LLC, IAC/InterActiveCorp (IAC), Expedia, Inc., HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., (2) the Liberty Entertainment Group, which includes Liberty Media's interests in DIRECTV, Starz Entertainment, LLC, Game Show Network, LLC (GSN) (and its subsidiary FUN Technologies ULC (FUN)), WildBlue Communications, Inc., Liberty Sports Holdings LLC (Liberty Sports), FUN Sports (as defined below) and PicksPal, Inc., and (3) the Liberty Capital Group, which includes all businesses, assets and liabilities not attributed to the Liberty Interactive Group or the Liberty Entertainment Group including subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., and minority equity investments in Time Warner Inc. and Sprint Nextel Corporation.

        Liberty Media has three tracking stocks: the Liberty Entertainment common stock, the Liberty Capital common stock and the Liberty Interactive common stock, which track the Entertainment Group, the Capital Group and the Interactive Group, respectively. A tracking stock is a type of common stock that is designed to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Each group has a separate collection of businesses, assets and liabilities attributed to it, but no group is a separate legal entity and, therefore, no group can own assets, issue securities or enter into legally binding agreements. The tracking stocks of Liberty Media trade on the Nasdaq Global Select Market as follows: Series A Liberty Interactive common stock under the ticker symbol "LINTA", Series B Liberty Interactive common stock under the ticker symbol "LINTB", Series A Liberty Entertainment common stock under the ticker symbol "LMDIA", Series B Liberty Entertainment common stock under the ticker symbol "LMDIB", Series A Liberty Capital common stock under the ticker symbol "LCAPA" and Series B Liberty Capital common stock under the ticker symbol "LCAPB".

        Liberty Media's principal executive offices are located at 12300 Liberty Boulevard, Englewood, Colorado 80112, its main telephone number is (720) 875-5400 and its website is located at www.libertymedia.com.

Liberty Entertainment, Inc.

        LEI is a wholly owned subsidiary of Liberty Media formed for the purpose of effecting the Split-Off. LEI has not conducted any activities other than those incident to its formation, the preparation of applicable filings under the federal securities and communications laws and its participation in the DTV Business Combination. For information regarding the business and assets of LEI following the Split-Off, please see Annex A of this proxy statement/prospectus.

        Upon completion of the Split-Off (unless the DTV Business Combination is completed immediately following the Split-Off), LEI will become an independent, publicly-traded company and will share its principal executive offices with Liberty Media at 12300 Liberty Boulevard, Englewood, Colorado 80112, and its main telephone number will be (720) 875-5400. If the DTV Business

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Combination is completed immediately following the Split-Off, LEI will be acquired by Holdings, and the LEI common stock will be exchanged for Holdings common stock before ever trading in the public market.

The DIRECTV Group, Inc.

        DIRECTV is a leading provider of digital television entertainment in the United States and Latin America. Its two business segments, DIRECTV U.S. and DIRECTV Latin America, which are differentiated by their geographic location, are engaged in acquiring, promoting, selling and/or distributing digital entertainment programming via satellite to residential and commercial subscribers.

•

DIRECTV U.S.    DIRECTV Holdings LLC and its subsidiaries (DIRECTV U.S.), is the largest provider of direct-to-home (DTH), digital television services and the second largest provider in the multi-channel video programming distribution (MVPD) industry in the United States. As of March 31, 2009, DIRECTV U.S. had over 18.0 million subscribers.



•

DIRECTV Latin America.    DIRECTV Latin America (DTVLA) is a leading provider of DTH digital television services throughout Latin America. DTVLA is comprised of: PanAmericana, which provides services in Venezuela, Argentina, Chile, Colombia, and certain other countries in the region through DIRECTV's wholly owned subsidiary, DIRECTV Latin America, LLC; DIRECTV's 74% owned subsidiary, Sky Brasil Servicos Ltda. (Sky Brazil); and DIRECTV's 41% equity method investment in Innova, S. de R.L. de C.V. (Sky Mexico). The stock of the former DTVLA subsidiary providing such services to Puerto Rico has been placed in a trust to comply with certain conditions of the Federal Communications Commission (FCC) as described below. As of March 31, 2009, PanAmericana had approximately 2.3 million subscribers, Sky Brazil had approximately 1.7 million subscribers and Sky Mexico had approximately 1.8 million subscribers.

        DIRECTV's principal executive offices are located at 2230 East Imperial Highway, El Segundo, California 90245, its main telephone number is (310) 964-5000 and its website is located at www.directv.com.

DIRECTV

        Holdings is a newly-formed Delaware corporation that is currently a wholly owned subsidiary of DIRECTV, but, upon completion of the Mergers, will become a publicly-traded holding company named "DIRECTV" that will own all the outstanding equity interests in DIRECTV and LEI. Holdings was formed solely in contemplation of the Mergers, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than pursuant to the Merger Agreement and related agreements. The Class A common stock of Holdings is expected to be listed on the [Nasdaq Global Select Market or the New York Stock Exchange] under DIRECTV's current ticker symbol, "DTV." The Class B common stock of Holdings will not be listed on any stock exchange. For information regarding the business of Holdings following the Mergers, please see Annex A of this proxy statement/prospectus.

        Upon completion of the Mergers, Holdings will become an independent, publicly-traded company and will have its principal executive offices at 2230 East Imperial Highway, El Segundo, California 90245, its main telephone number will be (310) 964-5000 and its website will be located at www.directv.com.

DTVG One, Inc.

        DTVG One, Inc. which we refer to as Merger Sub One, is a wholly owned subsidiary of Holdings formed solely to effect the DIRECTV Merger, and has not conducted and will not conduct any

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business during any period of its existence. Pursuant to the Merger Agreement, Merger Sub One will merge with and into DIRECTV, with DIRECTV continuing as the surviving corporation and a wholly owned subsidiary of Holdings.

DTVG Two, Inc.

        DTVG Two, Inc. which we refer to as Merger Sub Two, is a wholly owned subsidiary of Holdings formed solely to effect the LEI Merger, and has not conducted and will not conduct any business during any period of its existence. Pursuant to the Merger Agreement, Merger Sub Two will merge with and into LEI, with LEI continuing as the surviving corporation and a wholly owned subsidiary of Holdings.

Recent Developments

        On April 9, 2009, Liberty Media and Sony Corporation (Sony) consummated a series of related transactions (the GSN/FUN Transactions) which restructured the ownership of FUN and GSN. Prior to the GSN/FUN Transactions, Liberty Media owned 50% and Sony owned the other 50% of GSN, and Liberty Media owned all of the outstanding capital stock of FUN. As a result of the GSN/FUN Transactions, (i) Liberty Media now owns 65% and Sony owns 35% of the outstanding ownership interests of GSN, and (ii) FUN is a wholly owned subsidiary of GSN. Notwithstanding Liberty Media's increased equity interest in GSN, the existing governance arrangements between Liberty Media and Sony will remain in place. Pursuant to GSN's operating agreement, Liberty Media and Sony each have the right to designate half of the members of GSN's management committee; this right will be transferred to LEI as part of the Split-Off. Also pursuant to the operating agreement, Liberty Media and Sony have agreed that direct transfers of their respective interests in GSN and certain indirect transfers that result in a change of control of the transferring party are subject to a right of first refusal in favor of the other, non-transferring member; this right will be transferred to LEI as part of the Split-Off. These rights are not triggered by the Transactions. Prior to the completion of the GSN/FUN Transactions, Liberty Media purchased from FUN certain subsidiaries that operated FUN's sports related businesses (FUN Sports) for $13.5 million, which amount was returned to Liberty Media as a capital distribution. FUN Sports, which is attributed to the Entertainment Group, will remain with the Entertainment Group following the completion of the Split-Off.

        On June 3, 2009, DIRECTV announced that Chase Carey, President and Chief Executive Officer of DIRECTV, informed the board of directors of DIRECTV that he is resigning from DIRECTV, effective July 1, 2009, to accept a new position at News Corporation. The DIRECTV board has accepted his resignation and has formed a committee of directors tasked with searching for a new President and Chief Executive Officer. In the interim, Larry Hunter will act as Chief Executive Officer in addition to his current responsibilities as Executive Vice President of Legal, Human Resources, and Administration.

The Split-Off

        Under Liberty Media's charter, Liberty Media may redeem outstanding shares of Liberty Entertainment common stock for shares of common stock of a subsidiary that holds assets and liabilities attributed to the Entertainment Group, subject to receipt of approval by the holders of Liberty Entertainment common stock voting as a single class. In accordance with the terms of Liberty Media's charter, holders of Liberty Entertainment common stock are being asked to approve the redemption of a portion of the outstanding shares of Liberty Entertainment common stock for all of the outstanding shares of common stock of LEI. At the time of the Split-Off, LEI would hold Liberty Media's 54% interest in DIRECTV, a 100% interest in Liberty Sports, a 65% interest in GSN and approximately $30 million in cash and cash equivalents, together with approximately $2 billion of indebtedness. All of the businesses, assets and liabilities currently attributed to Liberty Media's

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Entertainment Group that are not held by LEI at the time of the Split-Off would remain with Liberty Media and continue to be attributed to the Entertainment Group. These assets consist primarily of a 100% interest in Starz Entertainment LLC and cash and cash equivalents.

        In connection with the Split-Off, and subject to the receipt of the requisite stockholder approval at Liberty Media's 2009 annual meeting, Liberty Media expects to redesignate LMDIA as Series A Liberty Starz common stock and LMDIB as Series B Liberty Starz common stock and to list these shares on the Nasdaq Global Select Market under the symbols "LSTZA" and "LSTZB", respectively, immediately following the Split-Off. The businesses, assets and liabilities that are currently attributed to each of Liberty Media's other two tracking stock groups, the Capital Group and the Interactive Group, would not change as a result of the Split-Off.

        The following summarizes selected terms of the Split-Off, generally, without giving effect to the DTV Business Combination. For more information about the Split-Off, please see "Special Factors" and "The Split-Off" below. For information about the DTV Business Combination, see "Special Factors" and "DTV Business Combination" below.

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DTV Business Combination

        If the DTV Business Combination is completed, each of LEI and DIRECTV will become wholly owned subsidiaries of Holdings, and (i) in accordance with the Malone Agreement, each outstanding share of LEI Series B common stock held by the Malones will be exchanged for 1.11111 shares of Class B common stock of Holdings; (ii) each outstanding share of LEI Series A common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings; and (iii) each outstanding share of LEI Series B common stock (other than those owned by LEI or Holdings) will be exchanged for 1.11111 shares of Class A common stock of Holdings, in each case, subject to adjustment (as described under "—LEI Exchange Ratio" below) and the payment

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of cash in lieu of fractional shares. Also, if the DTV Business Combination is completed, each outstanding share of DIRECTV common stock (other than those owned by DIRECTV or LEI) will be exchanged for one share of Class A common stock of Holdings. Each share of Holdings Class A common stock will entitle the holder to one vote per share, and each share of Holdings Class B common stock will entitle the holder to 15 votes per share and to limited consent rights relating to certain share distributions and amendments to the Holdings charter. As a result of the DTV Business Combination, the former LEI stockholders will own approximately 53% of the outstanding Holdings common stock, which will entitle them in the aggregate to approximately 64% of the voting power of Holdings, with the former DIRECTV stockholders owning the remaining equity and voting interests in Holdings.

        At the special meeting, holders of Liberty Entertainment common stock, excluding shares beneficially owned by Mr. Malone, certain affiliated persons of Mr. Malone and the other directors and officers of Liberty Media, will be asked to consider and vote on the transaction proposal, pursuant to which they would approve (i) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by a reorganization agreement to be entered into between Liberty Media and LEI (the Reorganization Agreement)); (ii) the Merger Agreement and the transactions contemplated thereby (including the LEI Merger); and (iii) the Malone Agreement and the transactions contemplated thereby (including the Malone Contribution). The approval of the transaction proposal is not required by either the terms of the Liberty Media charter or Delaware law, but is a contractual requirement under the terms of the Merger Agreement as a condition to the Mergers. Even though approval of the transaction proposal is not legally required, Liberty Media is submitting the transaction proposal to the disinterested holders of Liberty Entertainment common stock for their approval. As further described elsewhere in this proxy statement/prospectus, Liberty Media believes that approval of the transaction proposal by holders of Liberty Entertainment common stock should have certain effects under Delaware law. For more information on why Liberty Media is seeking approval of the transaction proposal, see "DTV Business Combination—Purpose of the Transaction Proposal" below.

        The Merger Agreement and the Malone Agreement are included as Annex E and Annex F, respectively, to this proxy statement/ prospectus. For a description of the ancillary agreements entered into, or to be entered into, among the parties in connection with the DTV Business Combination, see "Transaction Agreements—Agreements Relating to the DTV Business Combination" below.

        Holders of Liberty Entertainment common stock will also be asked to vote to authorize the adjournment of the special meeting by Liberty Media, if necessary or appropriate, to solicit additional proxies if sufficient votes are not represented at the special meeting to approve the transaction proposal in accordance with the Merger Agreement.

        The following summarizes selected terms of the DTV Business Combination. For more information, please see "Special Factors," "DTV Business Combination" and "Transaction Agreements" below.

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Before the Split-Off

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After the Split-Off and Before the Mergers

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After the Malone Contribution and the Mergers

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Comparative Per Share Market Price and Dividend Information

Liberty Media Market Price

        The following table sets forth the range of high and low sales prices of shares of Liberty Entertainment common stock on the Nasdaq Global Select Market since its initial issuance in March 2008.

        As of December 11, 2008, the last trading day prior to the public announcement of the Liberty Media board's intention to seek the approval of the Liberty Entertainment stockholders to effect the Split-Off, LMDIA closed at $12.16 and LMDIB closed at $12.24. As of May 1, 2009, the last trading day prior to the public announcement of the DTV Business Combination, LMDIA closed at $24.33 and LMDIB closed at $24.70. As of [                        ], 2009, the most recent practicable date prior to the mailing of this proxy statement/prospectus, LMDIA closed at $[                        ] and LMDIB closed at $ [                        ].

DIRECTV Market Price

        DIRECTV common stock is publicly traded on the Nasdaq Global Select Market under the symbol "DTV." Prior to December 3, 2007, DIRECTV common stock was publicly traded on the New York Stock Exchange, or NYSE, under the symbol "DTV." The following table sets forth for the quarters indicated the high and low sales prices for DIRECTV common stock, as reported on the

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NYSE Composite Tape for the period January 1, 2007 to December 2, 2007 and the Nasdaq Global Select Market for the period December 3, 2007 onwards.

        As of May 1, 2009, the last trading day prior to the public announcement of the DTV Business Combination, DTV closed at $24.57. As of [                        ], 2009, the most recent practicable date prior to the mailing of this proxy statement/prospectus, DTV closed at $ [                        ].

Dividends

        Liberty Media.    Liberty Media has never paid cash dividends on any series of its common stock. All decisions regarding payment of dividends by Liberty Media are made by its board of directors, from time to time, in accordance with applicable law after taking into account various factors, including its financial condition, operating results, current and anticipated cash needs, plans for expansion and possible loan covenants which may restrict or prohibit its payment of dividends.

        LEI.    LEI has no present intention to pay cash dividends on its stock. All decisions regarding payment of dividends by LEI will be made by its board of directors, from time to time, in accordance with applicable law after taking into account various factors, including its financial condition, operating results, current and anticipated cash needs, plans for expansion and possible loan covenants which may restrict or prohibit its payment of dividends.

        DIRECTV.    DIRECTV has never paid cash dividends on its common stock. Subject to the preferential and other dividend rights of any outstanding series of preferred stock, holders of DIRECTV common stock will be entitled to such dividends and other distributions in cash, stock or property of DIRECTV as may be declared by the board of directors from time to time out of assets or funds of DIRECTV legally available.

        Holdings.    Holdings has no present intention to pay cash dividends on its stock. Subject to the rights, if any, of the holders of any outstanding series of preferred stock, dividends may be declared by the board of directors and paid on the common stock out of the assets of Holdings that are by law available therefor at such times and in such amounts as the board in its discretion will determine.

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RISK FACTORS

        In addition to the other information contained in, incorporated by reference in or included as an Annex to this proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote to approve the proposals.

        The risk factors described in this section have been separated into two groups:

•

risks that relate to the Split-Off, which include risks relating to an investment in LEI and the capital structure of LEI and risks relating to LEI's ownership of an interest in DIRECTV following the Split-Off assuming the DTV Business Combination is not completed immediately following the Split-Off or at all; and



•

risks that relate to the DTV Business Combination, which include risks relating to the Mergers and risks relating to an investment in Holdings and the capital structure of Holdings.

        The risks described below and elsewhere in this proxy statement/prospectus are not the only ones that relate to the Split-Off, an investment in LEI, the DTV Business Combination and an investment in Holdings. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on LEI, Holdings or an investment in their respective common stock. Past financial performance may not be a reliable indicator of future performance and historical trends may not foretell results or trends in future periods especially given the current economic environment.

        If any of the events described below were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows of LEI or Holdings could be materially adversely affected. In any such case, the price of any or all of the LEI common stock or Holdings common stock could decline, perhaps significantly.

        For the purposes of the risk factors relating to the Split-Off enumerated below, unless the context otherwise indicates, we have assumed that the redemption proposal is approved and that the Split-Off has been completed but the DTV Business Combination has not occurred. For the purposes of the risk factors relating to the DTV Business Combination enumerated below, unless the context otherwise indicates, we have assumed that each of the proposals is approved and that the DTV Business Combination has been completed. The risk factors under the heading "—Factors Relating to DIRECTV" have been drawn from the most recent public filings made by DIRECTV.

Factors Relating to the Split-Off

        The Split-Off could result in significant tax liability.    Liberty Media has requested a private letter ruling from the IRS to the effect that, among other things, the Split-Off will qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The Split-Off is conditioned upon the receipt by Liberty Media of such private letter ruling and the receipt by Liberty Media and LEI of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Liberty Media, to the effect that, among other things, the Split-Off will qualify as a tax-free transaction to Liberty Media and to the holders of Liberty Entertainment common stock (except with respect to the receipt of cash in lieu of fractional shares) for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code.

        Although a private letter ruling relating to the qualification of the Split-Off under Sections 355 and 368(a)(1)(D) of the Code will generally be binding on the IRS, the continuing validity of such ruling will be subject to the accuracy of factual representations and certain assumptions. Also, as part of the IRS's general policy with respect to rulings on split-off transactions under Section 355 of the Code, a private letter ruling obtained by Liberty Media will not represent a determination by the IRS

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that certain requirements which are necessary to obtain tax-free treatment under Sections 355 and 368(a)(1)(D) of the Code have been satisfied. Rather, such private letter ruling will be based upon representations by Liberty Media that these requirements have been satisfied, and any inaccuracy in such representations could invalidate the ruling. As a result of this IRS policy, Liberty Media has made it a condition to the Split-Off that Liberty Media and LEI obtain the opinion of counsel described above. The opinion will be based upon various factual representations and assumptions, as well as certain undertakings made by Liberty Media and LEI. Any inaccuracy in the representations or assumptions upon which such tax opinion is based, or failure by Liberty Media or LEI to comply with any undertakings made in connection with such tax opinion, could alter the conclusions reached in such opinion. Opinions of counsel are not binding on the IRS or the courts. As a result, the conclusions expressed in the opinion of counsel could be challenged by the IRS and a court could sustain such a challenge.

        Even if the Split-Off otherwise qualifies for tax-free treatment under Sections 355 and 368(a)(1)(D) of the Code, the Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not holders of Liberty Entertainment common stock) under Section 355(e) of the Code if one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media or LEI (including indirectly through acquisitions of Holdings common stock) as part of a plan or series of related transactions that includes the Split-Off. Current law generally creates a presumption that any acquisition of the stock of Liberty Media or LEI within two years before or after the Split-Off is part of a plan that includes the Split-Off, although the parties may be able to rebut that presumption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. Liberty Media does not expect that the DTV Business Combination, by itself, will cause Section 355(e) of the Code to apply to the Split-Off and, as part of the private letter ruling process, will seek certain rulings from the IRS regarding the manner in which certain other transactions are taken into account for these purposes. Further, if the DTV Business Combination is not consummated on the date the Split-Off occurs, the DTV Business Combination is conditioned upon the receipt by Liberty Media and LEI of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Liberty Media, to the effect that the DTV Business Combination will not cause Section 355(e) to apply to the Split-Off. Such opinion of counsel will be based on certain representations and assumptions, and as discussed above, will not be binding on the IRS or the courts. Further, notwithstanding such opinion, Liberty Media, LEI or Holdings might inadvertently cause or permit a prohibited change in the ownership of Liberty Media or LEI to occur, thereby triggering a tax liability to Liberty Media. If the Split-Off is determined to be taxable to Liberty Media, Liberty Media would recognize gain equal to the excess of the fair market value of the LEI common stock held by it immediately before the Split-Off over Liberty Media's tax basis therein.

        If it is subsequently determined, for whatever reason, that the Split-Off does not qualify for tax-free treatment, Liberty Media and/or the holders of Liberty Entertainment common stock immediately prior to the Split-Off could incur significant tax liabilities. Under its tax sharing agreement with LEI, Liberty Media, its subsidiaries and certain related persons will be entitled to indemnification, not limited in amount or subject to any cap, from LEI (and following the DTV Business Combination, Holdings) for any losses and taxes resulting from the failure of the Split-Off to be a tax-free transaction described under Sections 355 and 368(a)(1)(D) of the Code, except for any such losses and taxes that (i) result primarily from, individually or in the aggregate, the breach of certain covenants made by Liberty Media, (ii) result from the Liberty Entertainment common stock not being treated as stock of Liberty Media for U.S. federal income tax purposes, or (iii) result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest in the stock of Liberty Media. For a more complete discussion of the requested private letter ruling, the tax

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