Liberty Media Corporation Announces $1 Billion Debt Tender Offer

Liberty Media Corporation Announces $1 Billion Debt Tender Offer

ENGLEWOOD, Colo., April 6 /PRNewswire-FirstCall/ -- Liberty Media Corporation (NYSE:L)(NYSE:LMC.B) today announced that it has commenced cash tender offers for up to $1.0 billion in aggregate principal amount of its outstanding debt securities due 2006. The tender offers are, in part, intended to complete Liberty's previously announced debt reduction program. To date, Liberty has retired or obtained rights to retire $725 million of the $1.0 billion in debt scheduled to be retired by the end of 2005. Upon closing of the offers in the maximum amount, Liberty will have completed its $4.5 billion debt reduction program and will have refinanced an additional $725 million in debt.

The tender offers consist of two separate offers: in one offer, Liberty is offering to purchase any and all of its 3.50% Senior Notes due 2006 (the "3.50% Notes"), and in the second offer, Liberty is offering to purchase up to a specified maximum amount of its Floating Rate Senior Notes due 2006 (the "Floating Rate Notes"), in each case, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 6, 2005 and accompanying Letter of Transmittal. The maximum principal amount of Floating Rate Notes Liberty is offering to purchase will be equal to the difference between the $1.0 billion cap on the aggregate principal amount subject to the tender offers and the aggregate principal amount of 3.50% Notes that Liberty accepts for purchase in the offer for the 3.50% Notes. As of 5:00 p.m. Eastern Time on April 5, 2005, $423.974 million of the 3.50% Notes remained outstanding, and approximately $2.2 billion of the Floating Rate Notes remained outstanding.

The Tender Offer Consideration for each $1,000 principal amount of 3.50% Notes validly tendered and accepted for purchase in the offer for those notes will be $988.02, plus any accrued and unpaid interest on the principal amount of the 3.50% Notes purchased in that offer, up to but not including the applicable settlement date for the offer for the 3.50% Notes. The offer for the 3.50% Notes is scheduled to expire at 5:00 p.m., New York City time, on Friday, April 15, 2005, unless extended by Liberty. The settlement date for the offer for the 3.50% Notes is expected to be three business days following the expiration date for such offer.

The Tender Offer Consideration for each $1,000 principal amount of Floating Rate Notes validly tendered and accepted for purchase in the offer for those Notes will be $1,012.36, plus any accrued and unpaid interest on the principal amount of the Floating Rate Notes purchased in that offer, up to but not including the applicable settlement date for the offer for the Floating Rate Notes. The offer for the Floating Rate Notes is scheduled to expire at midnight, New York City time, on Tuesday, May 3, 2005, unless extended by Liberty. Liberty will also pay an early tender payment of $2.50 for each $1,000 principal amount of Floating Rate Notes validly tendered and accepted for purchase in that offer (together with the Tender Offer Consideration for Floating Rate Notes, the "Total Consideration"). The early tender payment will only be paid in respect of those Floating Rate Notes that are tendered and not withdrawn at or prior to the early tender payment deadline, which is 5:00 p.m., New York City time, on Friday, April 15, 2005. The settlement date for the offer for the Floating Rate Notes is expected to be three business days following the expiration date for such offer.

If the amount of Floating Rate Notes that are validly tendered and not withdrawn on or prior to the expiration date for that offer exceeds the maximum principal amount described above, then Liberty will accept Floating Rate Notes for payment on a pro rata basis.

Neither of the offers is contingent upon the tender of a minimum principal amount of notes; however, each offer is conditioned on the satisfaction or waiver of certain conditions set forth in the offers to purchase.

Subject to and in accordance with applicable law, Liberty reserves the right to amend, extend or terminate either or both offers at any time prior to the applicable expiration date.

Liberty has retained UBS Securities LLC to serve as dealer manager for the offers, and D.F. King and Co., Inc. to serve as the information agent. Copies of the offer to purchase and related documents may be obtained from D.F. King & Co. at (888) 628-9011 or (212) 269-5550. Questions regarding the tender offer may be directed to UBS Securities LLC at (888) 722-9555 ext. 4210 (toll-free) or (203) 719-4210.

This announcement does not constitute an offer to purchase or a solicitation of any offer to sell with respect to the 3.50% Notes or the Floating Rate Notes. The offers are being made solely by the Offer to Purchase, dated April 6, 2005 and the related Letter of Transmittal, copies of which are available from the Information Agent.

Liberty Media Corporation (NYSE:L)(NYSE:LMC.B) is a holding company owning interests in a broad range of electronic retailing, media, communications and entertainment businesses classified in four groups; Interactive, Networks, Tech/Ventures and Corporate. Liberty Media's businesses include some of the world's most recognized and respected brands, including QVC, Encore, Starz, Discovery, IAC/InterActiveCorp, and News Corporation.

Source: Liberty Media Corporation

CONTACT: Mike Erickson of Liberty Media Corporation, +1-877-772-1518

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