Exhibit 99.1

 

LIBERTY MEDIA CORPORATION

 

NOTICE OF REDEMPTION

OF LIBERTY CAPITAL COMMON STOCK
AND LIBERTY STARZ COMMON STOCK

 

Pursuant to Sections A.2.(e)(iv) and A.2.(f)(iv) of the Restated Certificate of Incorporation of Liberty Media Corporation, a Delaware corporation (the “Company”), YOU ARE HEREBY NOTIFIED, as a holder of shares of the Company’s Liberty Capital common stock and/or Liberty Starz common stock, that, subject to the remaining conditions having been satisfied (or, where permissible, waived), the Company intends to redeem (the “Redemptions”) all of the outstanding shares of the aforementioned stocks for all of the outstanding shares of the common stock of Liberty CapStarz, Inc. (“CapStarz”), a wholly owned subsidiary of the Company that will hold all of the assets and businesses that are currently attributed to the Company’s Liberty Capital group and Liberty Starz group, such Redemptions to occur in the manner described below.  The Redemptions and the resulting separation of CapStarz from the Company is referred to herein as the “Split-Off.”  The Split-Off is described in the Company’s proxy statement (the “Proxy Statement”), dated April 18, 2011, for the Company’s special meeting of stockholders held on May 23, 2011 (the “Special Meeting”).  The Proxy Statement was mailed to holders of record of the Company’s Liberty Capital common stock and Liberty Starz common stock as of 5:00 p.m. New York City time on April 11, 2011, which was the record date for the Special Meeting.   You may access the Proxy Statement on the investor relations page of the Company’s website (www.libertymedia.com), or you may contact D.F. King & Co., Inc. at (800) 967-4604 to receive a copy of the Proxy Statement.

 

At the Special Meeting, the proposals relating to the Split-Off received the requisite stockholder approval, thereby satisfying one of the conditions to the Split-Off.   All of the conditions to the Split-Off are described in the Proxy Statement.  As of the date of this Notice of Redemption, certain material conditions to the Split-Off have yet to be satisfied.  For example, it is a non-waivable condition to the completion of the Split-Off on the Redemption Date set forth in this Notice of Redemption that the favorable decision received by the Company in the Delaware Court of Chancery in the action entitled Liberty Media Corporation and Liberty Media LLC v. The Bank of New York Mellon Trust Company, N.A., as Trustee, has become final and non-appealable.  The defendant’s appeal of this matter is currently pending before the Delaware Supreme Court.

 

If the conditions set forth in the Proxy Statement are satisfied (or, where permissible, waived), the Company intends to redeem at 5:00 p.m., New York City time, on September 23, 2011 (the “Redemption Date”), each outstanding share of the Company’s Liberty Capital common stock held by you as of 5:00 p.m., New York City time, on the Redemption Date for one share of the corresponding series of CapStarz’s Liberty Capital common stock, and each outstanding share of the Company’s Liberty Starz common stock held by you as of 5:00 p.m., New York City time, on the Redemption Date for one share of the corresponding series of CapStarz’s Liberty Starz common stock.

 

If any of the conditions to the Split-Off are not satisfied (or, where permissible, waived) by 5:00 p.m., New York City time, on September 23, 2011, the Company will not complete the Split-Off at that time.  In such an event, the stockholder approvals received at the Special Meeting would no longer be valid under the terms of the Company’s Restated Certificate of Incorporation, and the Company would not be able to complete the Split-Off until it resolicited and re-obtained the stockholder approvals required by the Company’s Restated Certificate of Incorporation.  The Company reserves the right to effect or not to effect any such resolicitation and, subject to the receipt of such stockholder approvals, to

 

 

establish, announce, and provide notice of a new redemption effective date which would occur upon the satisfaction (or, where permissible, waiver) of the enumerated conditions to the Split-Off.

 

Upon completion of the Split-Off, all of the businesses, assets and liabilities currently attributed to the Company’s Capital Group will be attributed to the CapStarz Capital Group, and all of the businesses, assets and liabilities currently attributed to the Company’s Starz Group will be attributed to the CapStarz Starz Group. For more information about the businesses, assets and liabilities of CapStarz, the Capital Group and the Starz Group, as well as additional information about the timing, process and procedures relating to the Split-Off, please refer to the Proxy Statement.

 

If you hold certificated shares of the Company’s Liberty Capital common stock or Liberty Starz common stock, you will receive a letter of transmittal from Computershare Trust Company, N.A., the exchange agent, with instructions on how to surrender your redeemed certificated shares for shares of the corresponding series of CapStarz’s Liberty Capital common stock or Liberty Starz common stock.  You must surrender your stock certificates, together with a completed and duly executed letter of transmittal (and any other documentation required thereby) to Computershare, Corporate Actions, P.O. Box 43014, Providence, RI 02940-3014, in order to receive your CapStarz shares.  Please do not send your stock certificates to Computershare until you have received a letter of transmittal, and please do not send your stock certificates to Computershare without a duly executed letter of transmittal.

 

If you hold shares of the Company’s Liberty Capital common stock or Liberty Starz common stock in book-entry form you will not need to take any action to receive shares of CapStarz’s Liberty Capital common stock or Liberty Starz common stock in the Split-Off.  Rather, your account will be debited and promptly thereafter credited with the applicable shares deliverable to you in connection with the Split-Off.  No letter of transmittal will be delivered for shares of the Company’s Liberty Capital common stock or Liberty Starz common stock held in book-entry form.

 

September 7, 2011

 

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Additional Information

 

Nothing in the foregoing shall constitute a solicitation to buy or an offer to sell shares of the split-off entity or any of Liberty Media’s tracking stocks. The offer and sale of shares in the proposed split-off will only be made pursuant to the registration statement of the split-off entity, which has been declared effective by the SEC. Liberty Media stockholders and other investors are urged to read the registration statement filed with and declared effective by the SEC, including the proxy statement/prospectus contained therein, because they contain important information about the split-off. Copies of these SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.