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These excerpts taken from the LBTYA 10-K filed Feb 26, 2008. Other
2005 Acquisitions
UPC Broadband France — In April 2005, UPC
France paid €90.1 million ($116.0 million at the
transaction date) to exercise a call right to acquire the 19.9%
remaining minority interest in UPC Broadband France SAS (UPC
Broadband France) it did not already own. UPC Broadband France
was an indirect subsidiary of UPC Broadband Holding and the
owner of our French broadband communications operations prior to
our disposition of UPC France in July 2006. The call right was
originally acquired in connection with our July 2004 acquisition
of Suez-Lyonnaise Télécom SA (Noos), a broadband
communications operator in France. This acquisition was
accounted for as a step acquisition of the remaining minority
interest. As UPC Broadband France was a consolidated subsidiary
at the time of this transaction, the purchase price was first
applied to eliminate the minority interest in UPC Broadband
France from our consolidated balance sheet, and the remaining
purchase price has been allocated on a pro rata basis to the
identifiable assets and liabilities of UPC Broadband France,
taking into account their respective fair values at
April 6, 2005 and the 19.9% interest acquired. The excess
purchase price that remained after amounts had been allocated to
the net identifiable assets of UPC Broadband France was recorded
as goodwill.
Zonemedia — In January 2005, Chellomedia
acquired the Class A shares of Zonemedia. The consideration
for the transaction consisted of (i) $50.0 million in
cash, before considering direct acquisition costs of
$2.2 million, and (ii) 351,110 shares of LGI
Series A common stock and 351,110 shares of LGI
Series C common stock valued at $15.0 million. As part
of the transaction, Chellomedia contributed to Zonemedia its 49%
interest in Reality TV Ltd. and Chellomedia’s Club channel
business. Zonemedia is a programming company focused on the
ownership, management and distribution of pay television
channels.
The Zonemedia Class A shares initially purchased by
Chellomedia represented an 87.5% interest in Zonemedia on a
fully diluted basis. Subject to certain vesting conditions,
Class B1 shares that initially represented 12.5% of
Zonemedia’s outstanding equity were issued to a group of
selling shareholders of Zonemedia, who initially were retained
as employees. In addition, these individuals were entitled to
receive the LGI Series A and Series C common stock
that we issued as purchase consideration, subject to an escrow
agreement. In light of the service and vesting conditions
associated with the Zonemedia Class B1 and LGI
Series A and Series C shares, we recorded stock-based
compensation expense with respect to these agreements through
the third quarter of 2007.
In April 2006, Chellomedia acquired further
Class B1 shares from certain (now former) employees of
Zonemedia in return for cash, bringing Chellomedia’s
holding in Zonemedia to 90%. In addition, such individuals
Table of Contents
LIBERTY
GLOBAL, INC.
(See note 1) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007, 2006 and 2005 — (Continued)
received a portion of the LGI Series A and Series C
common stock held in escrow. In July 2007, Chellomedia acquired
all of the remaining Class B1 shares of Zonemedia for
cash consideration of $21.4 million, after first agreeing
to accelerate the remaining vesting requirements on the
Class B1 shares. See note 14.
Telemach — On February 10, 2005, we
acquired 100% of the shares in Telemach d.o.o., a broadband
communications provider in Slovenia, for €71.0 million
($91.4 million at the transaction date) in cash.
J:COM Chofu Cable — On February 25, 2005,
J:COM completed a transaction with Sumitomo, Microsoft
Corporation (Microsoft) and our company whereby J:COM paid
aggregate cash consideration of ¥4,420 million
($41.9 million at the transaction date) to acquire each
entities’ respective interests in J:COM Chofu Cable, Inc.
(J:COM Chofu Cable), a Japanese broadband communications
provider, and to acquire from Microsoft equity interests in
certain telecommunications companies. Our share of the
consideration was ¥972 million ($9.2 million at
the transaction date). As a result of this transaction, J:COM
acquired an approximate 92% equity interest in J:COM Chofu Cable.
J:COM Setamachi — On September 30, 2005,
J:COM paid cash of ¥9,200 million ($81.0 million
at the transaction date) and assumed debt and capital lease
obligations of ¥5,480 million ($48.3 million at
the transaction date) to purchase 100% of the outstanding shares
of J:COM Setamachi Co., Ltd. (J:COM Setamachi). J:COM
immediately repaid ¥3,490 million ($30.7 million
at the transaction date) of the assumed debt. J:COM Setamachi is
a broadband communications provider in Japan.
IPS — On November 23, 2005, Plator
Holdings BV (Plator Holdings), an indirect subsidiary of
Chellomedia, paid cash consideration of $62.8 million to
acquire the 50% interests that it did not already own in certain
businesses that provide thematic television channels in Spain
and Portugal (IPS). Plator Holdings financed the purchase price
with new bank borrowings. Prior to this transaction, we used the
equity method to account for our investment in IPS. We have
accounted for this transaction as a step acquisition of a 50%
interest in IPS.
Accounting Treatment of Zonemedia, Telemach, J:COM Chofu
Cable and J:COM Setamachi Acquisitions — We have
used the purchase method to account for the interests acquired
in Zonemedia, Telemach, J:COM Chofu Cable and J:COM Setamachi.
Under the purchase method of accounting, the purchase price was
allocated to the acquired identifiable tangible and intangible
assets and liabilities based upon their respective fair values,
and the excess of the purchase price over the fair value of such
net identifiable assets was allocated to goodwill.
Table of Contents
LIBERTY
GLOBAL, INC.
(See note 1) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007, 2006 and 2005 — (Continued) Other 2005 Acquisitions UPC Broadband France — In April 2005, UPC France paid €90.1 million ($116.0 million at the transaction date) to exercise a call right to acquire the 19.9% remaining minority interest in UPC Broadband France SAS (UPC Broadband France) it did not already own. UPC Broadband France was an indirect subsidiary of UPC Broadband Holding and the owner of our French broadband communications operations prior to our disposition of UPC France in July 2006. The call right was originally acquired in connection with our July 2004 acquisition of Suez-Lyonnaise Télécom SA (Noos), a broadband communications operator in France. This acquisition was accounted for as a step acquisition of the remaining minority interest. As UPC Broadband France was a consolidated subsidiary at the time of this transaction, the purchase price was first applied to eliminate the minority interest in UPC Broadband France from our consolidated balance sheet, and the remaining purchase price has been allocated on a pro rata basis to the identifiable assets and liabilities of UPC Broadband France, taking into account their respective fair values at April 6, 2005 and the 19.9% interest acquired. The excess purchase price that remained after amounts had been allocated to the net identifiable assets of UPC Broadband France was recorded as goodwill. Zonemedia — In January 2005, Chellomedia acquired the Class A shares of Zonemedia. The consideration for the transaction consisted of (i) $50.0 million in cash, before considering direct acquisition costs of $2.2 million, and (ii) 351,110 shares of LGI Series A common stock and 351,110 shares of LGI Series C common stock valued at $15.0 million. As part of the transaction, Chellomedia contributed to Zonemedia its 49% interest in Reality TV Ltd. and Chellomedia’s Club channel business. Zonemedia is a programming company focused on the ownership, management and distribution of pay television channels. The Zonemedia Class A shares initially purchased by Chellomedia represented an 87.5% interest in Zonemedia on a fully diluted basis. Subject to certain vesting conditions, Class B1 shares that initially represented 12.5% of Zonemedia’s outstanding equity were issued to a group of selling shareholders of Zonemedia, who initially were retained as employees. In addition, these individuals were entitled to receive the LGI Series A and Series C common stock that we issued as purchase consideration, subject to an escrow agreement. In light of the service and vesting conditions associated with the Zonemedia Class B1 and LGI Series A and Series C shares, we recorded stock-based compensation expense with respect to these agreements through the third quarter of 2007. In April 2006, Chellomedia acquired further Class B1 shares from certain (now former) employees of Zonemedia in return for cash, bringing Chellomedia’s holding in Zonemedia to 90%. In addition, such individuals
Table of ContentsLIBERTY GLOBAL, INC. (See note 1) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007, 2006 and 2005 — (Continued) received a portion of the LGI Series A and Series C common stock held in escrow. In July 2007, Chellomedia acquired all of the remaining Class B1 shares of Zonemedia for cash consideration of $21.4 million, after first agreeing to accelerate the remaining vesting requirements on the Class B1 shares. See note 14. Telemach — On February 10, 2005, we acquired 100% of the shares in Telemach d.o.o., a broadband communications provider in Slovenia, for €71.0 million ($91.4 million at the transaction date) in cash. J:COM Chofu Cable — On February 25, 2005, J:COM completed a transaction with Sumitomo, Microsoft Corporation (Microsoft) and our company whereby J:COM paid aggregate cash consideration of ¥4,420 million ($41.9 million at the transaction date) to acquire each entities’ respective interests in J:COM Chofu Cable, Inc. (J:COM Chofu Cable), a Japanese broadband communications provider, and to acquire from Microsoft equity interests in certain telecommunications companies. Our share of the consideration was ¥972 million ($9.2 million at the transaction date). As a result of this transaction, J:COM acquired an approximate 92% equity interest in J:COM Chofu Cable. J:COM Setamachi — On September 30, 2005, J:COM paid cash of ¥9,200 million ($81.0 million at the transaction date) and assumed debt and capital lease obligations of ¥5,480 million ($48.3 million at the transaction date) to purchase 100% of the outstanding shares of J:COM Setamachi Co., Ltd. (J:COM Setamachi). J:COM immediately repaid ¥3,490 million ($30.7 million at the transaction date) of the assumed debt. J:COM Setamachi is a broadband communications provider in Japan. IPS — On November 23, 2005, Plator Holdings BV (Plator Holdings), an indirect subsidiary of Chellomedia, paid cash consideration of $62.8 million to acquire the 50% interests that it did not already own in certain businesses that provide thematic television channels in Spain and Portugal (IPS). Plator Holdings financed the purchase price with new bank borrowings. Prior to this transaction, we used the equity method to account for our investment in IPS. We have accounted for this transaction as a step acquisition of a 50% interest in IPS. Accounting Treatment of Zonemedia, Telemach, J:COM Chofu Cable and J:COM Setamachi Acquisitions — We have used the purchase method to account for the interests acquired in Zonemedia, Telemach, J:COM Chofu Cable and J:COM Setamachi. Under the purchase method of accounting, the purchase price was allocated to the acquired identifiable tangible and intangible assets and liabilities based upon their respective fair values, and the excess of the purchase price over the fair value of such net identifiable assets was allocated to goodwill.
Table of ContentsLIBERTY GLOBAL, INC. (See note 1) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007, 2006 and 2005 — (Continued) This excerpt taken from the LBTYA 10-K filed Jun 18, 2007. Other
2005 Acquisitions
Acquisition of the Remaining 19.9% Minority Interest in UPC
Broadband France — In April 2005, a subsidiary of
UPC Holding exercised the call right acquired in connection with
the July 2004 Suez-Lyonnaise Télécom SA (Noos)
acquisition (see discussion under Significant 2004
Acquisitions below) and purchased the remaining 19.9%
minority interest in UPC Broadband France SAS (UPC Broadband
France) that it did not already own for €90.1 million
($116.0 million at the transaction date) in cash. UPC
Broadband France was an indirect wholly owned subsidiary and
owner of our French broadband video and broadband Internet
access operations. This acquisition was accounted for as a step
acquisition of the remaining minority interest. As UPC Broadband
France was a consolidated subsidiary at the time of this
transaction, the purchase price was first applied to eliminate
the minority interest in UPC Broadband France from our
consolidated balance sheet, and the remaining purchase price has
been allocated on a pro rata basis to the identifiable assets
and liabilities of UPC Broadband France, taking into account
their respective fair values at April 6, 2005 and the 19.9%
interest acquired. The excess purchase price that remained after
amounts had been allocated to the net identifiable assets of UPC
Broadband France was recorded as goodwill.
Zonemedia — In January 2005, Chellomedia
acquired the Class A shares of Zonemedia. The consideration
for the transaction consisted of (i) $50.0 million in
cash, before considering direct acquisition costs of
$2.2 million, and (ii) 351,110 shares of LGI
Series A common stock and 351,110 shares of LGI
Series C common stock valued at $15.0 million. As part
of the transaction, Chellomedia contributed to Zonemedia its 49%
interest in Reality TV Ltd. and Chellomedia’s Club channel
business. Zonemedia is a programming company focused on the
ownership, management and distribution of pay television
channels.
The Zonemedia Class A shares purchased by Chellomedia
represented an 87.5% interest in Zonemedia on a fully diluted
basis. Subject to certain vesting conditions,
Class B1 shares that initially represented 12.5% of
Zonemedia’s outstanding equity were issued to a group of
selling shareholders of Zonemedia, who were retained as
employees. In addition, the retained employees were entitled to
receive the LGI Series A and Series C common stock
that we issued as purchase consideration, subject to an escrow
agreement. In light of the service and vesting conditions
associated with the Zonemedia Class B1 and LGI
Series A and Series C shares, we are recording
stock-based compensation expense with respect to these
agreements.
In April 2006, Chellomedia acquired further
Class B1 shares from certain (now former) employees of
Zonemedia in return for cash, bringing Chellomedia’s
holding in Zonemedia to 90%. In addition, such employees
received a portion of the LGI Series A and Series C
common stock held in escrow.
As further described in note 21, the Zonemedia
Class B1 shares are subject to certain put and call
rights.
Telemach — On February 10, 2005, we
acquired 100% of the shares in Telemach d.o.o., a broadband
communications provider in Slovenia, for €71.0 million
($91.4 million at the transaction date) in cash.
Table of Contents
LIBERTY
GLOBAL, INC.
(See note 1)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006, 2005 and
2004 — (Continued)
J:COM Chofu Cable — On February 25, 2005,
J:COM completed a transaction with Sumitomo, Microsoft
Corporation (Microsoft) and our company whereby J:COM paid
aggregate cash consideration of ¥4,420 million
($41.9 million at the transaction date) to acquire each
entities’ respective interests in J:COM Chofu Cable, Inc.
(J:COM Chofu Cable), a Japanese broadband communications
provider, and to acquire from Microsoft equity interests in
certain telecommunications companies. Our share of the
consideration was ¥972 million ($9.2 million at
the transaction date). As a result of this transaction, J:COM
acquired an approximate 92% equity interest in J:COM Chofu Cable.
J:COM Setamachi — On September 30, 2005,
J:COM paid cash of ¥9,200 million ($81.0 million
at the transaction date) and assumed debt and capital lease
obligations of ¥5,480 million ($48.3 million at
the transaction date) to purchase 100% of the outstanding shares
of J:COM Setamachi Co. Ltd. (J:COM Setamachi). J:COM immediately
repaid ¥3,490 million ($30.7 million at the
transaction date) of the assumed debt. J:COM Setamachi is a
broadband communications provider in Japan.
IPS — On November 23, 2005, Plator
Holdings BV (Plator Holdings), an indirect subsidiary of
Chellomedia, paid cash consideration of $62.8 million to
acquire the 50% interests that it did not already own in certain
businesses that provide thematic television channels in Spain
and Portugal (IPS). Plator Holdings financed the purchase price
with new bank borrowings. Prior to this transaction, we used the
equity method to account for our investment in IPS. We have
accounted for this transaction as a step acquisition of a 50%
interest in IPS.
Accounting Treatment of UPC Broadband France, Zonemedia,
Telemach, J:COM Chofu Cable, J:COM Setamachi and IPS
Acquisitions — We have used the purchase method to
account for the interests acquired in UPC Broadband France,
Zonemedia, Telemach, J:COM Chofu Cable, J:COM Setamachi and IPS.
Under the purchase method of accounting, the purchase price was
allocated to the acquired identifiable tangible and intangible
assets and liabilities based upon their respective fair values,
and the excess of the purchase price over the fair value of such
net identifiable assets was allocated to goodwill.
This excerpt taken from the LBTYA 10-K filed Mar 1, 2007. Other
2005 Acquisitions
Acquisition of the Remaining 19.9% Minority Interest in UPC
Broadband France — In April 2005, a subsidiary of
UPC Holding exercised the call right acquired in connection with
the July 2004 Suez-Lyonnaise Télécom SA (Noos)
acquisition (see discussion under Significant 2004
Acquisitions below) and purchased the remaining 19.9%
minority interest in UPC Broadband France SAS (UPC Broadband
France) that it did not already own for €90.1 million
($116.0 million at the transaction date) in cash. UPC
Broadband France was an indirect wholly owned subsidiary and
owner of our French broadband video and broadband Internet
access operations. This acquisition was accounted for as a step
acquisition of the remaining minority interest. As UPC Broadband
France was a consolidated subsidiary at the time of this
transaction, the purchase price was first applied to eliminate
the minority interest in UPC Broadband France from our
consolidated balance sheet, and the remaining purchase price has
been allocated on a pro rata basis to the identifiable assets
and liabilities of UPC Broadband France, taking into account
their respective fair values at April 6, 2005 and the 19.9%
interest acquired. The excess purchase price that remained after
amounts had been allocated to the net identifiable assets of UPC
Broadband France was recorded as goodwill.
Zonemedia — In January 2005, Chellomedia
acquired the Class A shares of Zonemedia. The consideration
for the transaction consisted of (i) $50.0 million in
cash, before considering direct acquisition costs of
$2.2 million, and (ii) 351,110 shares of LGI
Series A common stock and 351,110 shares of LGI
Series C common stock valued at $15.0 million. As part
of the transaction, Chellomedia contributed to Zonemedia its 49%
interest in Reality TV Ltd. and Chellomedia’s Club channel
business. Zonemedia is a programming company focused on the
ownership, management and distribution of pay television
channels.
The Zonemedia Class A shares purchased by Chellomedia
represented an 87.5% interest in Zonemedia on a fully diluted
basis. Subject to certain vesting conditions,
Class B1 shares that initially represented 12.5% of
Zonemedia’s outstanding equity were issued to a group of
selling shareholders of Zonemedia, who were retained as
employees. In addition, the retained employees were entitled to
receive the LGI Series A and Series C common stock
that we issued as purchase consideration, subject to an escrow
agreement. In light of the service and vesting conditions
associated with the Zonemedia Class B1 and LGI
Series A and Series C shares, we are recording
stock-based compensation expense with respect to these
agreements.
In April 2006, Chellomedia acquired further
Class B1 shares from certain (now former) employees of
Zonemedia in return for cash, bringing Chellomedia’s
holding in Zonemedia to 90%. In addition, such employees
received a portion of the LGI Series A and Series C
common stock held in escrow.
As further described in note 21, the Zonemedia
Class B1 shares are subject to certain put and call
rights.
Telemach — On February 10, 2005, we
acquired 100% of the shares in Telemach d.o.o., a broadband
communications provider in Slovenia, for €71.0 million
($91.4 million at the transaction date) in cash.
Table of Contents
LIBERTY
GLOBAL, INC.
(See note 1)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006, 2005 and
2004 — (Continued)
J:COM Chofu Cable — On February 25, 2005,
J:COM completed a transaction with Sumitomo, Microsoft
Corporation (Microsoft) and our company whereby J:COM paid
aggregate cash consideration of ¥4,420 million
($41.9 million at the transaction date) to acquire each
entities’ respective interests in J:COM Chofu Cable, Inc.
(J:COM Chofu Cable), a Japanese broadband communications
provider, and to acquire from Microsoft equity interests in
certain telecommunications companies. Our share of the
consideration was ¥972 million ($9.2 million at
the transaction date). As a result of this transaction, J:COM
acquired an approximate 92% equity interest in J:COM Chofu Cable.
J:COM Setamachi — On September 30, 2005,
J:COM paid cash of ¥9,200 million ($81.0 million
at the transaction date) and assumed debt and capital lease
obligations of ¥5,480 million ($48.3 million at
the transaction date) to purchase 100% of the outstanding shares
of J:COM Setamachi Co. Ltd. (J:COM Setamachi). J:COM immediately
repaid ¥3,490 million ($30.7 million at the
transaction date) of the assumed debt. J:COM Setamachi is a
broadband communications provider in Japan.
IPS — On November 23, 2005, Plator
Holdings BV (Plator Holdings), an indirect subsidiary of
Chellomedia, paid cash consideration of $62.8 million to
acquire the 50% interests that it did not already own in certain
businesses that provide thematic television channels in Spain
and Portugal (IPS). Plator Holdings financed the purchase price
with new bank borrowings. Prior to this transaction, we used the
equity method to account for our investment in IPS. We have
accounted for this transaction as a step acquisition of a 50%
interest in IPS.
Accounting Treatment of UPC Broadband France, Zonemedia,
Telemach, J:COM Chofu Cable, J:COM Setamachi and IPS
Acquisitions — We have used the purchase method to
account for the interests acquired in UPC Broadband France,
Zonemedia, Telemach, J:COM Chofu Cable, J:COM Setamachi and IPS.
Under the purchase method of accounting, the purchase price was
allocated to the acquired identifiable tangible and intangible
assets and liabilities based upon their respective fair values,
and the excess of the purchase price over the fair value of such
net identifiable assets was allocated to goodwill.
This excerpt taken from the LBTYA 8-K filed Mar 31, 2006. Other 2005 Acquisitions Telemach – On February 10, 2005, we acquired 100% of the shares in Telemach d.o.o., a broadband communications provider in Slovenia, for €70,985,000 in cash. We purchased Telemach to increase our market presence in Central and Eastern Europe. This excerpt taken from the LBTYA 8-K filed Nov 23, 2005. Other 2005 Acquisitions Telemach – On February 10, 2005, we acquired 100% of the shares in Telemach d.o.o., a broadband communications provider in Slovenia, for €70,985,000 in cash. We purchased Telemach to increase our market presence in Central and Eastern Europe. We accounted for the Telemach transaction using the purchase method of accounting. Under the purchase method of accounting, the purchase price was allocated to the acquired identifiable tangible and intangible assets and liabilities based upon their respective fair values, and the excess of the purchase price over the fair value of such net identifiable assets was allocated to goodwill. The purchase accounting for the Telemach acquisition, as reflected in these condensed consolidated financial statements, is preliminary and subject to adjustment based upon the final assessment of the fair values of the identifiable tangible and intangible assets and liabilities of Telemach. As the open items in the valuation process generally relate to property and equipment and intangible assets, we would expect that the primary effects of any potential adjustments to the preliminary purchase price allocation would be changes to the values assigned to these asset categories and to the related depreciation and amortization expense. We do not expect these adjustments to be material in relationship to our total assets or operating results. Our results of operations would not have been materially affected if the Telemach acquisition had occurred at the beginning of either of the respective three or nine month periods ended September 30, 2005 or 2004. This excerpt taken from the LBTYA 8-K filed Sep 30, 2005. Other 2005 Acquisitions
Telemach – On February 10, 2005, we acquired 100% of the shares in Telemach d.o.o., a broadband communications provider in Slovenia, for €70,985,000 in cash. We purchased Telemach to increase our market presence in Central and Eastern Europe. We accounted for the Telemach transactions using the purchase method of accounting. Under the purchase method of accounting, the purchase price was allocated to the acquired identifiable tangible and intangible assets and liabilities based upon their respective fair values, and the excess of the purchase price over the fair value of such net identifiable assets was allocated to goodwill. The purchase accounting for the Telemach acquisition, as reflected in these condensed consolidated financial statements, is preliminary and subject to adjustment based upon the final assessment of the fair values of the identifiable tangible and intangible assets and liabilities of Telemach. As the open items in the valuation process generally relate to property and equipment and intangible assets, we would expect that the primary effects of any potential adjustments to the preliminary purchase price allocation would be changes to the values assigned to these asset categories and to the related depreciation and amortization expense. We do not expect these adjustments to be material in relationship to our total assets or operating results. Our results of operations would not have been materially affected if the Telemach acquisition had occurred at the beginning of either of the respective three or six month periods ended June 30, 2005 or 2004.
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