午夜寻花

午夜寻花 Announces Adjustment to the Conversion Rate of Its 1.375% Cash Convertible Senior Notes Due 2023

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 午夜寻花 (鈥溛缫寡盎ㄢ��) (Nasdaq: LMCA, LMCB and LMCK) announced today an adjustment to the conversion rate of its 1.375% Cash Convertible Senior Notes due 2023 (the 鈥淐ash Convertible Notes鈥�). The new conversion rate is 21.0859 shares of 午夜寻花鈥檚 Series A common stock (鈥淟MCA鈥�) per $1,000 principal amount of Cash Convertible Notes, up from the previous conversion rate of 15.7760 shares of LMCA. 午夜寻花 is adjusting the conversion rate due to the completion of the previously-announced distribution (the 鈥淪pin-Off鈥�), as a dividend, of all of the common stock of 午夜寻花 Broadband Corporation (鈥溛缫寡盎� Broadband鈥�) to holders of 午夜寻花鈥檚 Series A common stock, Series B common stock and Series C common stock as of 5:00 p.m., New York City time, on October 29, 2014 (the 鈥淩ecord Date鈥�). In the Spin-Off, (i) holders of 午夜寻花鈥檚 Series A common stock as of the Record Date received one-fourth of a share of 午夜寻花 Broadband鈥檚 Series A common stock for each share of Series A common stock held as of the Record Date, (ii) holders of 午夜寻花鈥檚 Series B common stock as of the Record Date received one-fourth of a share of 午夜寻花 Broadband鈥檚 Series B common stock for each share of Series B common stock held as of the Record Date, and (iii) holders of 午夜寻花鈥檚 Series C common stock as of the Record Date received one-fourth of a share of 午夜寻花 Broadband鈥檚 Series C common stock for each share of Series C common stock held as of the Record Date. The Spin-Off was effected at 5:00 p.m., New York City time, on November 4, 2014.

The adjustment to the conversion rate was made pursuant to section 12.04(c)(i) of the indenture for the Cash Convertible Notes, which applies to spin-off transactions. In accordance with section 12.04(c)(i), 午夜寻花 has adjusted the conversion rate for the Cash Convertible Notes due to the Spin-Off pursuant to the following formula:

where

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the Spin-Off (15.7760 shares).

CR = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for the Spin-Off (21.0859 shares).

FMV₀ = the average of the Last Reported Sale Prices of the 午夜寻花 Broadband Series A common stock over the first ten consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-Off (such period, the 鈥淰aluation Period鈥�), divided by four (such quotient, $12.10).

MP₀ = the average of the Last Reported Sale Prices of LMCA over the Valuation Period ($35.96).

The adjusted conversion rate of 21.0859 is effective immediately prior to the opening of business on November 5, 2014.

About 午夜寻花

午夜寻花 owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries Sirius XM Holdings, Inc. and Atlanta National League Baseball Club, Inc., its interests in Live Nation, and minority equity investments in Time Warner Inc. and Viacom.

午夜寻花 Media
Courtnee Ulrich, 720-875-5420

Source: 午夜寻花

Released November 18, 2014