Exhibit (a)(5)(i)
LIBERTY
MEDIA CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 19,417,476 SHARES OF ITS
LIBERTY INTERACTIVE SERIES A COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $25.75
OR LESS THAN $23.75 PER SHARE
THE TENDER OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 12,
2007,
UNLESS THE TENDER OFFER IS EXTENDED.
May 15, 2007
To Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
Liberty Media Corporation, a Delaware corporation, has appointed
us to act as information agent in connection with its offer to
purchase for cash up to 19,417,476 shares of its Liberty
Interactive Series A common stock, par value $0.01 per
share (“LINTA”) from its stockholders. The shares of
LINTA are referred to as the “Shares”. The tender
offer will be conducted upon the terms and subject to the
conditions set forth in the offer to purchase, dated
May 15, 2007, and the related letter of transmittal of
Liberty Media. Liberty Media is inviting stockholders to tender
Shares at a purchase price not greater than $25.75 per
share or less than $23.75 per share, net to the seller in
cash, less any applicable withholding taxes, without interest,
upon the terms and subject to the conditions of the tender offer.
On the terms and subject to the conditions of the tender offer,
Liberty Media will determine the single per share price, not
greater than $25.75 or less than $23.75 per Share, that
Liberty Media will pay for Shares properly tendered and not
properly withdrawn in the tender offer, taking into account the
total number of Shares so tendered and the prices specified by
the tendering stockholders. Liberty Media will select the lowest
purchase price that will allow it to purchase
19,417,476 Shares pursuant to the tender offer, or such
fewer number of Shares as are properly tendered and not properly
withdrawn.
Liberty Media will purchase at the purchase price all Shares
properly tendered before the expiration date (as specified in
the Offer to Purchase) at prices at or below the purchase price
and not validly withdrawn, net to the seller in cash, without
interest, upon the terms and subject to the conditions of the
tender offer, including the “odd lot,” proration and
conditional tender provisions thereof. See Section 1 of the
Offer to Purchase. Shares tendered at prices in excess of the
purchase price and Shares that Liberty Media does not accept for
purchase because of the odd lot priority, proration and
conditional tender provisions will be returned at Liberty
Media’s expense to the stockholders who tendered such
Shares, as promptly as practicable after the expiration date.
Liberty Media expressly reserves the right, in its sole
discretion, to purchase more than 19,417,476 Shares in the
tender offer, subject to applicable law.
If, at the expiration date, more than 19,417,476 Shares (or
such greater number of Shares as Liberty Media may elect to
purchase) are properly tendered and not properly withdrawn at or
below the purchase price for the Shares, Liberty Media will
purchase 19,417,476 Shares (or such greater number), on the
following basis:
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first, from all of the holders of “odd lots” of
less than 100 Shares who properly tender all of their
Shares at or below the purchase price and do not properly
withdraw them before the expiration date;
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second, from all other stockholders who properly tender
Shares at or below the purchase price and do not properly
withdraw them, on a pro rata basis (except for stockholders who
tendered Shares conditionally if the condition was not
satisfied); and
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third, only if necessary to permit Liberty Media to
purchase 19,417,476 Shares (or such greater number of
Shares as Liberty Media may elect to accept for payment, subject
to applicable law), from stockholders who have conditionally
tendered Shares at or below the purchase price and do not
properly withdraw them (if the condition was not initially
satisfied) by random lot, to the extent feasible. To be eligible
for purchase by random lot, stockholders whose Shares are
conditionally tendered must have tendered all of their Shares.
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THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF
SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER,
SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO
PURCHASE.
For your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to purchase, dated May 15, 2007;
2. Letter to clients that you may send to your clients for
whose accounts you hold Shares registered in your name or in the
name of your nominee, with space provided for obtaining such
clients’ instructions with regard to the tender offer;
3. Letter of transmittal for your use and for the
information of your clients (together with accompanying
instructions and Substitute
Form W-9); and
4. Notice of guaranteed delivery to be used to accept the
tender offer if the share certificates and all other required
documents cannot be delivered to the depositary before the
expiration date or if the procedure for book-entry transfer
cannot be completed before the expiration date.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE
TENDER OFFER, PRORATION PERIODS AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 12, 2007,
UNLESS THE TENDER OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers,
commercial banks, trust companies or any person for soliciting
tenders of Shares under the tender offer other than fees paid to
the information agent, as described in the offer to purchase.
Liberty Media will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to the beneficial
owners of Shares held by you as a nominee or in a fiduciary
capacity. Liberty Media will pay or cause to be paid any stock
transfer taxes applicable to its purchase of Shares, except as
otherwise provided in the offer to purchase.
In order to take advantage of the tender offer, a properly
completed and duly executed letter of transmittal, or a manually
signed facsimile thereof, including any required signature
guarantees and any other required documents, should be sent to
the depositary with either a certificate or certificates
representing the tendered Shares or confirmation of their
book-entry transfer, all in accordance with the instructions set
forth in the offer to purchase and letter of transmittal.
Holders of Shares whose certificate(s) for such Shares are not
immediately available, holders who cannot deliver such
certificate(s) and all other required documents to the
depositary or holders who cannot complete the procedures for
book-entry transfer before the applicable expiration date must
tender their shares according to the procedure for guaranteed
delivery set forth in Section 3 of the offer to purchase.
Any inquiries you may have with respect to the tender offer
should be addressed to the information agent, D.F.
King & Co., Inc., at the address and telephone number
set forth on the back cover page of the offer to purchase.
Additional copies of the enclosed material may be obtained from
us, by calling:
(212) 269-5550.
Very truly yours,
D.F. KING & CO., INC.
ENCLOSURES
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF LIBERTY MEDIA,
THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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