Liberty Satellite Announces Transaction for Restructuring Astrolink
Liberty Satellite &
Technology, Inc.,, a majority owned entity
of Liberty Media Corporation , today announced that it has reached
agreement with Lockheed Martin Corporation, Northrop Grumman Space & Mission
Systems Corp. (formerly TRW Inc.), and Telespazio S.p.A. in connection with
the previously announced proposed restructuring of ASTROLINK International
LLC. Astrolink was formed in 1999 to establish and operate a global
communications system to deliver next-generation broadband service. Liberty
Satellite currently owns 31.5% of Astrolink, with the remainder owned directly
or indirectly by Lockheed Martin, Northrop Grumman, and Telespazio.
Under the agreement, Liberty Satellite will acquire substantially all of
the assets of Astrolink. Astrolink simultaneously signed agreements with
Lockheed Martin and Northrop Grumman for completion of two satellites. The
parties also reached agreement on the settlement of all claims related to the
previous termination of Astrolink’s major procurement contracts and all other
major third party creditor claims. The closing of Liberty Satellite’s
acquisition of the Astrolink business is subject to regulatory approvals and
other closing conditions, including Liberty Satellite obtaining satisfactory
funding for the business from additional investors, third party sources of
financing, or firm capacity commitments from prospective customers. Closing
is expected to occur on or before October 31, 2003.
If the closing occurs, Liberty Satellite will pay approximately
$43 million in cash and will issue approximately $3 million in value of
Series A common stock as total consideration for the Astrolink assets,
including certain existing satellite and launch contracts, and the settlement
of all claims against Astrolink. In addition, Liberty Satellite will provide
additional interim funding for Astrolink pending closing. If the transactions
are consummated, Liberty Media Corporation also will make a capital
contribution to Liberty Satellite in an amount equal to 10% of the value of
Liberty Media’s equity holdings in Liberty Satellite at the time, up to a
maximum commitment of $55 million, in exchange for shares of Liberty
Satellite’s Series B common stock at fair market value at closing.
Liberty Satellite currently plans to pursue a revised operating plan for
the new Astrolink system, taking into account current financial and market
factors. The revised operating plan currently envisions launching Ka-band
satellites to provide enterprise customers with virtual private networks and
related advanced services, as well as their use in fulfilling the expanding
needs for bandwidth by various government agencies.
This agreement follows Liberty Satellite’s announcement on
December 23, 2002 of an agreement, subject to closing conditions, to increase
its investment in Wildblue Communications. Proceeds from the investment will
be used to continue funding Wildblue’s business plan to provide satellite-
delivered, high speed Internet access to residential and small business
customers in areas not currently reached by competing broadband technologies.
About Liberty Satellite & Technology, Inc.
Liberty Satellite and Technology, Inc., known as LSAT, pursues strategic
opportunities worldwide in the distribution of Internet data and other content
via satellite and related businesses. Through its majority-owned subsidiary,
On Command Corporation, LSAT is a leading provider of in-room movies,
broadband access and other entertainment and business services to the hotel
industry. LSAT also holds strategic ownership positions in a range of video
programming, satellite-delivered broadband distribution and satellite
communication businesses, including Wildblue Communications, Astrolink
International, and Sky Latin America. LSAT is a consolidated subsidiary of
Liberty Media Corporation.
The foregoing are “forward-looking statements” which are based on
management’s beliefs as well as on a number of assumptions concerning future
events made by and information currently available to management. Readers are
cautioned not to put undue reliance on such forward-looking statements, which
are not a guarantee of performance and are subject to a number of
uncertainties and other factors, many of which are outside Liberty Satellite’s
control. For a more detailed description of the factors that could cause such
a difference, please see Liberty Satellite’s filings with the Securities and
Exchange Commission. Liberty Satellite disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
