Liberty Strengthens UGC Hold - Multichannel

Liberty Strengthens UGC Hold

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Liberty Media Corp. is snapping up all of the outstanding class-B shares in
UnitedGlobalCom Inc. in a stock swap that will increase its controlling stake in
the international broadband-service provider.

Under the agreement, Liberty will acquire more than 8 million outstanding
shares of UGC class-B common stock from its founding shareholders in exchange
for a little more than 12.5 million Liberty series-A common-stock shares, plus a
cash payment equaling 50% of the UGC founders’ estimated federal and state
income tax liability resulting from the transaction.

Liberty already owns some 303 million shares in UGC and, with this
transaction, its ownership will rise to about 75% of the total shares with 96%
of the voting power and a majority number of board directors.

Once the transaction is complete, restrictions on Liberty’s voting power will
also end. But an additional standstill agreement with UGC will limit Liberty’s
ownership to 90% of the total shares unless it makes another stock-acquisition
offer.

Liberty will also extend the payout on $102.7 million in outstanding loans it
made to UGC from their original January 2004 due date to January 2009.

"This transaction advances Liberty Media's goal of controlling more of its
core operating businesses," Liberty president and CEO Robert Bennett said in a
release.

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