Liberty Media & Barnes & Noble Announce Change in Liberty Media’s Ownership of Preferred Shares
NEW YORK--(BUSINESS WIRE)-- Liberty Media Corporation (NASDAQ: LMCA, LMCB) & Barnes & Noble, Inc. (NYSE: BKS) today announced that Liberty Media Corporation has entered into agreements to reduce its stake in Barnes & Noble. Liberty Media informed Barnes & Noble that while Liberty has sold the majority of its shares to qualified institutional buyers in reliance on Rule 144A under the Securities Act, it will retain approximately 10 percent of its initial investment. Liberty further informed Barnes & Noble that the sale is expected to settle on Tuesday, April 8.
As a result of Liberty’s reduced ownership, they will no longer have the right to elect two preferred stock directors to Barnes & Noble’s Board. Additionally, Liberty’s consent rights and pre-emptive rights will cease to apply. Due to the loss of the right to elect two preferred stock directors, Greg Maffei will cease to serve on the board as of the closing on April 8. Mark Carleton has been re-elected to the Barnes & Noble Board effective upon the closing on April 8.
“By reducing our preferred position and eliminating some of our related rights, Barnes & Noble will gain greater flexibility to accomplish their strategic objectives,” said Greg Maffei, President and Chief Executive Officer, Liberty Media. “We look forward to maintaining our relationship with the Company and are pleased that Mark Carleton will continue serving on the board. Mike Huseby and his team are doing a great job in the retail, college and NOOK® spaces,” Mr. Maffei added.
“Liberty Media has been a strong supporter of the Company and Greg Maffei and Mark Carleton have been and continue to be tremendous partners at an important time in the Company’s history,” said Leonard Riggio, Chairman of Barnes & Noble, Inc. “Liberty’s decision to retain a portion of its investment and have active involvement on our board underscores Liberty’s ongoing commitment to Barnes & Noble.” Mr. Riggio added that Liberty’s reduced ownership also gives the Company greater flexibility to pursue various strategic options.
About Liberty Media Corporation
Liberty Media Corporation owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries SiriusXM, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications, Live Nation Entertainment and Barnes & Noble, and minority equity investments in Time Warner Inc., Time Warner Cable, and Viacom.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward looking statements speak only as of the date of this press release, and Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty's expectations with regard thereto or any change in events, conditions or cir