LMCSupplement.pdf

SUPPLEMENT submitted by Liberty Media Corporation

Liberty Media Corporation Supplement

2012-12-19

This document pretains to SAT-T/C-20120817-00134 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2012081700134_978785

                                      Before the
                       FEDERAL COMMUNICATIONS COMMISSION
                                Washington, DC 20554




                                             N Nt Nu/ Nur Ne N Nes Ne Nut Nur mt Nad Ne Ne se su sur sz
                                                                                                          IB Docket No. 12—282
                                                                                                          DA 12—1569
Application of
                                                                                                          IBFS File Nos. SES—T/C—20120821—00776
Liberty Media Corporation                                                                                 SES—T/C—20120821—00777
                                                                                                          SES—T/C—20120821—00792
For Consent to Transfer of De Jure                                                                        SAT—T/C—20120817—00133
Control of Sirius XM Radio Inc.                                                                           SAT—T/C—20120817—00134
                                                                                                          SAT—T/C—20120817—00135
                                                                                                          SAT—T/C—20120817—00136

                                                                                                          ULS File Nos. 0005353974 and
                                                                                                          0005353880

                                                                                                          Experimental License File Nos. 0019—EX—TU—
                                                                                                          2012, 0020—EX—TU—2012



                SUPPLEMENT TO LIBERTY MEDIA CORPORATION‘S
             ‘APPLICATIONS FOR CONSENT TO TRANSFER OF CONTROL

       Pursuant to Section 1.65 of the Commission‘s Rules, Liberty Media Corporation

("Liberty Media") submits this supplement to the above—captioned applications for consent to

transfer of control of Sirius XM Radio, Inc. ("Sirius") to update certain information contained

in the applications.   Among other things, the applications reported that, on August 8, 2012,

Liberty Media had announced its intention "to effect a spinoff transaction that will result in the

business of Starz, LLC, on the one hand, and the other businesses of Liberty Media, on the

other hand, being held by two separate publicly traded corporations." » Applications at 5, n.5.

Liberty Media intends to consummate the spin—off transaction on or about January 11, 2013.

       Liberty Media has formed Liberty Spinco, Inc. ("Spinco") for the spin—off transaction.

The transaction will be effected as a pro rata dividend, on a one—for—one basis, of Spinco A


shares to holders of Liberty Media A shares and Spinco B shares to holders of Liberty Media B

shares. Upon consummation of the transaction, Spinco will become a separate public company

owned by the shareholders of Liberty Media, with the same officers and directors as Liberty

Media.     Spinco will hold all of the businesses, assets and liabilitics of Liberty Media not

associated with Starz, LLC, including Liberty Media‘s ownership interest in Sirfus.         Upon

completion of the transaction, Spinco will be renamed Liberty Media Corporation, and the

entity currently known as Liberty Media Corporation will be renamed Starz.

         Although not material to the Applications, Liberty Media also updates the following

information in its Applications:

         In the Response to Question No. 40 set forth in Exhibit A to the Applications,
         Liberty Media reported that Dr. John C. Malone owns shares representing the
         power to direct approximately 39% of Liberty Media‘s aggregate voting power.
         As a result of recent share acquisitions, that percentage has increased to
         approximately 42%.

         In the Applications at 8, n.6, Liberty Media reported that Liberty Interactive
         Corporation ("Liberty Interactive") had an approximately 26% equity interest in
         TripAdvisor, Inc. ("TripAdvisor") and had entered into a stockholders‘
         agreement with Mr. Barry Diller which granted Mr. Diller the right to vote the
         TripAdvisor shares owned by Liberty Interactive. This information was based
         upon Liberty Interactive‘s most recent Form 10—K Report. As a result of
         intervening sales, Liberty Interactive‘s ownership interest was reduced. —On
         December 11, 2012, Liberty Interactive reported that it had purchased a total of
         4,799,848 shares of TripAdvisor common stock from Mr. Diller and the Diller—
         vyon Furstenberg Family Foundation. Further, the stockholders‘ agreement with
         Mr. Diller was terminated and, after giving effect to the transactions, Liberty
         Interactive holds shares representing approximately 22% of the equity and 57%
         of the total votes of all classes of TripAdvisor common stock.,

         The spin—off transaction does not involve any substantial change in ownership or

control. This supplement updates the information contained in the pending applications.


If any questions should arise concerning this supplement, please contact the undersigned

counsel.

December 19, 2012                       Respectfully submitted,

                                        LIBERTY MEDIA CORPORATION



                                 By:
                                       Robert L. Hoegle, Esquire     fi
                                       Timothy J. Fitzgibbon, Esquir
                                       Thomas F. Bardo, Esquire
                                       Nelson Mullins Riley & Scarborough LLP
                                       101 Constitution Avenue, N.W., Suite 900
                                       Washington, D.C. 20001
                                       (202) 712—2816



Document Created: 2012-12-19 13:48:24
Document Modified: 2012-12-19 13:48:24

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC