Liberty Interactive Corporation (“Liberty”) (Nasdaq: LINTA, LINTB, LVNTA, LVNTB) announced today that its wholly owned subsidiary Liberty Interactive LLC (the “Company”) has priced and agreed to sell to initial purchasers in a private offering $350 million aggregate principal amount of its 1% exchangeable senior debentures due 2043 (the “debentures”). The Company has also granted to the initial purchasers an option to purchase additional debentures with an aggregate principal amount up to $50 million.
The debentures will initially be exchangeable for 13.4580 shares of HSN, Inc. common stock (Nasdaq: HSNI), per $1,000 principal amount of debentures. This represents an initial exchange price of approximately $74.31 per share of HSNI. Interest will be payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2013.
The offering is expected to close on September 9, 2013, subject to satisfaction of customary closing conditions.
The Company expects to use the net proceeds of the offering for general corporate purposes.The debentures will be attributed to Liberty’s Interactive Group. The debentures have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The debentures are being offered by means of an offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the debentures nor shall there be any sale of debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.