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After Liberty announced the proposed splitoff of the businesses and assets attributable to its Capital and Starz tracking stock groups, Liberty received a letter from counsel for an anonymous bondholder.
The plaintiffs-appellees, Liberty Media Corporation (“LMC”) and its wholly owned subsidiary Liberty Media LLC (“Liberty Sub,” together with LMC, “Liberty”) brought this action for declaratory and injunctive relief against the defendant-appellant, the Bank of New York Mellon Trust Company, N. Liberty proposes to split off, into a new publicly traded company (“Split Co”) the businesses, assets, and liabilities attributed to Liberty's Capital Group and Starz Group (the “Capital Splitoff”).
Specifically, the Trustee argues that the Court of Chancery's “adoption of the legally irrelevant step-transaction doctrine is not supported by the plain language of the Indenture and is inconsistent with the Indenture's actual language, which forbids disposition of substantially all of Liberty's assets through a ‘series of transactions.’ “ Moreover, according to the Trustee, even if there were some basis for the Court of Chancery to look beyond the plain language of the Indenture, there is no evidence indicating that the parties intended to incorporate the step-transaction doctrine into the Successor Obligor Provision of the Indenture.The discussions with Bell Atlantic broke down, but Liberty remained part of TCI. Malone convinced AT & T to acquire TCI by merger at a significant premium.In the transaction, both TCI and Liberty became wholly owned subsidiaries of AT & T. The Indenture While it was a subsidiary of AT & T, Liberty entered into the Indenture with the Trustee.Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc. Brennecke, Esquire, Bouchard, Margules & Friedlander, P. Wissner–Gross, Brown Rudnick LLP, New York, New York, Mark S. Klaffky, Esquire, Brown, Rudnick LLP, Hartford, Connecticut, for Bank of New York Mellon Trust Company, N. It is undisputed that, if considered in isolation, and without reference to any prior asset distribution, the Capital Splitoff would not constitute a transfer of substantially all of Liberty's assets or violate the Successor Obligor Provision. Durken, Esquire, Brown, Rudnick, LLP, Boston, Massachusetts, Sigmund S. The Trustee argues that when aggregated with the previous three transactions, the Capital Splitoff would violate a successor obligor provision in an indenture dated July 7, 1999 (as amended and supplemented, the “Indenture”) pursuant to which Liberty agreed not to transfer substantially all of its assets unless the successor entity assumed Liberty's obligations under the Indenture (“Successor Obligor Provision”).