UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): OCTOBER 4, 2006
LIBERTY MEDIA LLC
(Exact name of registrant as specified in its charter)
DELAWARE 001-16615 20-5272297
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
12300 LIBERTY BLVD.
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
OCTOBER 2006 CREDIT AGREEMENT
On October 4, 2006, QVC, Inc. ("QVC"), a subsidiary of Liberty Media
Corporation ('Liberty"), the parent company of Liberty Media LLC, entered into a
Credit Agreement, dated as of October 4, 2006, among QVC, Wachovia Bank, N.A.,
as administrative agent, Bank of America, N.A. and J.P. Morgan Securities Inc.,
as syndication agents, and certain lending parties (the "October 2006 Credit
Agreement"). The October 2006 Credit Agreement provides for an unsecured $1.75
billion credit facility, consisting of (i) an $800 million initial term loan to
be made upon closing, which is expected to occur on October 13, 2006, and (ii)
$950 million of delayed draw term loans to be made after closing from time to
time upon the request of QVC. The delayed draw term loans are available until
September 30, 2007 and are subject to reductions in the principal amount
available starting on March 31, 2007.
The loans will bear interest at a rate equal to (i) LIBOR for the interest
period selected by QVC plus a margin that varies based on QVC's leverage ratio
or (ii) the higher of the Federal Funds Rate plus 0.50% or the prime rate
announced by Wachovia Bank, N.A. from time to time. The loans are scheduled to
mature on October 4, 2011. Payment of the loans may be accelerated following
certain customary events of default including, but not limited to: (i) failure
to make payments when due, (ii) representations or warranties being incorrect
when made, (iii) failure to perform covenants, (iv) failure to make payments
when due on other material indebtedness of QVC and its subsidiaries, (v) the
bankruptcy of QVC or its subsidiaries, (vi) the entry of judgments in excess of
a specified amount against QVC or its subsidiaries, the enforcement of which
remains unstayed or (vii) a change of control of QVC.
The October 2006 Credit Agreement contains certain affirmative and negative
covenants, including certain restrictions with respect to liens, mergers, sales
of assets, transactions with affiliates and incurrence of indebtedness, and
limitations on QVC's leverage ratio. The proceeds of the October 2006 Credit
Agreement will be used to make distributions to Liberty and to finance the
working capital needs, and for the general corporate purposes, of QVC and its
subsidiaries.
AMENDMENT TO MARCH 2006 CREDIT AGREEMENT
On October 4, 2006, QVC also entered into an Amendment, dated October 4,
2006, between QVC and JPMorgan Chase Bank, N.A., as administrative agent, which
amends the Credit Agreement, dated March 3, 2006, among QVC, JPMorgan Chase
Bank, N.A, as administrative agent, Wachovia Capital Markets, LLC, as
syndication agent, and certain lending parties (such Amendment, the "Amendment"
and such original agreement, the "March 2006 Credit Agreement"). The Amendment
conforms the interest rate for loans under the March 2006 Credit Agreement to
match the interest rate for loans under the October 2006 Credit Agreement, and
amends certain restrictions on the incurrence of indebtedness and affiliate
transactions to match those in the October 2006 Credit Agreement.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT
The information set forth in Item 1.01 hereof is incorporated by reference
into this Item 2.03 as if set forth in its entirety herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
99 Additional Exhibits
99.1 Credit Agreement dated as of October 4, 2006 among QVC, Wachovia Bank,
N.A., as administrative agent, Bank of America, N.A. and J.P. Morgan
Securities Inc., as syndication agents, and the lenders party thereto
from time to time.
99.2 Amendment dated October 4, 2006 to the Credit Agreement dated March 3,
2006 among QVC, JPMorgan Chase Bank, N.A, as administrative agent,
Wachovia Capital Markets, LLC, as syndication agent, and the lenders
party thereto from time to time
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 10, 2006
LIBERTY MEDIA LLC
By: /s/ Mark E. Burton
-----------------------------------
Name: Mark E. Burton
Title: Vice President
EXHIBIT INDEX
99.1 Credit Agreement dated as of October 4, 2006 among QVC, Wachovia Bank,
N.A., as administrative agent, Bank of America, N.A. and J.P. Morgan
Securities Inc., as syndication agents, and the lenders party thereto
from time to time.
99.2 Amendment dated October 4, 2006 to the Credit Agreement dated March 3,
2006 among QVC, JPMorgan Chase Bank, N.A, as administrative agent,
Wachovia Capital Markets, LLC, as syndication agent, and the lenders
party thereto from time to time