AJC/Your Braves sale Q&A http://tinyurl.com/ytm893 Q: Liberty Media: What is it? A: Liberty Media is a conglomerate of companies — and parts of companies — based in Englewood, Colo. It has had a series of corporate incarnations over the years. Once part of cable giant Tele-Communications Inc. (TCI) and later part of the old AT&T, it was spun off from AT&T in 2001. For the past several years, it has been essentially a holding company with large passive investment stakes in media and telecommunications businesses, including News Corp., Time Warner, CBS, Sprint Nextel and Motorola. Liberty's current strategy is to tax-efficiently unwind its passive investments into operating businesses and cash. The Braves deal fits that strategy. Publicly traded as two stocks, Liberty Capital and Liberty Interactive, the company is controlled by chairman John Malone, who — like Ted Turner — was one of the pioneers of the cable TV business. Q. Liberty Media是什麽样的公司？ A. 总部：Englewood, Colorado 总裁：John Malone (和前前老板Ted Turner一样,靠有线电视起家) 营业范围：媒体、电信。 目前经营策略：节税(tax-efficiently?)，改被动投资为取得主动经营和现金。 Q: Any Atlanta connections? A: Malone's TCI once owned a large stake in Turner Broadcasting. When Turner was acquired by Time Warner in 1995, TCI swapped its Turner stock for Time Warner stock. A big chunk of that Time Warner stock now is being redeemed for Atlanta's baseball team — and $1 billion in cash. Q. 与亚特兰大的关系？ A. 因为是前前老板 Turner Broadcasting 的大股东，变成前老板(Timer Warner)的大 股东。 Q: Any sports connections? A: If approved by MLB, this deal would be Liberty's second foray into sports franchise ownership. The first was ultra-brief. In 2000, Liberty acquired Ascent Entertainment, which happened to own the NBA's Denver Nuggets and the NHL's Colorado Avalanche. Liberty held the teams for just two months before selling them to Stan Kroenke, keeping a 6.5 percent equity stake. Q. 参与经营过的运动业务？ A. 旗下子公司曾拥有NBA 丹佛金块队、NHL 科罗拉多雪崩队，但二个月後就转手。 Q: How long would Liberty keep the Braves? A: To preserve the deal's tax-free status, experts say, Liberty would have to own the Braves for at least two or three years. Then the team might be on the block again. Q. 会保有勇士队多久？ A. 为保有免税的条件，至少得拥有勇士二到三年。到时 ... Damn!! Q: Would the Braves be synergistic with Liberty's other businesses? A: For Liberty, the deal is more about the $1 billion than about the Braves, more about tax strategy than sports strategy. If Liberty simply sold its Time Warner stock for cash, it would face a tax hit in the hundreds of millions of dollars. But under section 355 of the tax code, Liberty can avoid the taxes by exchanging the stock back to Time Warner for an operating asset — the Braves — plus cash. Beyond the tax issue, Liberty has acknowledged to investment analysts over the past year that a baseball team would offer little in the way of synergy. While Liberty has announced acquisitions of other sports-related assets recently — DirecTV and regional sports networks in Denver, Pittsburgh and Seattle — there's no obvious way to use the Braves in combination with those properties. A baseball team owns only its local TV rights, meaning Liberty wouldn't be free to put Braves games on TV in other regions. (Separate from its Braves ownership, Turner Broadcasting pays MLB for national TV rights to show Braves games on TBS; that deal ends after this season. DirecTV is close to a deal with MLB for baseball's "Extra Innings" out-of-market TV package, which is similar to the NFL "Sunday Ticket" package; that deal would involve all 30 MLB teams and would be separate from the Braves sale.) Q. 勇士队可能与母公司其他企业整合？ A. 对Liberty Media来说，获得勇士只是其次，主要是为了$10亿美金的利益；参与运动 业务是其次，主要是税务的考虑。若Liberty只是单纯卖掉Time Warner的股票会课很 重的税；但若依据税法355条，Liberty可以用Time Warner的股票换来营运资产(勇士) 和现金的方式来避税。除了税的问题，Liberty也了解一支棒球队没什麽合并的综效。 Liberty最近合并了运动相关的资产，包括DirectTV和丹佛、匹兹堡、西雅图等地区性 运动网路，看来没什麽好方法把勇士队和它们结合起来。因为棒球队只拥有当地的电视 转播权，因此 Liberty 在其他地区都不能免费取得勇士队的转播权。 (搬去丹佛吧 XD) Q: It took almost a year for Time Warner and Liberty to reach an agreement that could be taken to MLB. Why so long? A: Among countless complications: A tax package signed into law last May attached new rules to this type of stock-for-asset-and-cash swap. Under the new law, until May 17, 2007, such a transaction can be tax-free if the asset accounts for at least 25 percent and the cash no more than 75 percent of the value of the package being swapped for stock. But the new law also stipulated that working capital (cash in the bank to meet the next month's payroll, for example) and the value of certain investments (the Braves' lucrative 1/30th stake in MLB's Internet division, for example) must be deducted from asset value in determining the 75-25 cash-to-asset ratio. Such adjustments apparently led to a reduction in the amount of cash — and stock — originally contemplated for this deal. Q. 为什麽交易的时间这麽久？ A. $$$ 钱、税.......看没有@@ Q: So how will MLB owners, 75 percent of whom must approve the deal for it to close, look at all of this? A: To have invested so much time and money in the deal already, Time Warner and Liberty obviously believe they can get it approved. But there figures to be much scrutiny and at least some skepticism. For one thing, while MLB has no rule against corporate ownership, it seems to prefer individual owners. For another thing, MLB has never been asked to approve a deal quite like this one. Liberty's chances of approval likely hinge on its pitch that current management, led by Braves president Terry McGuirk, will remain in place to run the team. The approval process could take months. Q. 这笔交易须经75%以上的其他MLB球队的老板同意，他们如何看待这笔交易？ A. Time Warner & Liberty Media 有信心会通过。但还是有一些疑点，例如，虽然MLB 没有明文规定大企业不能拥有球队，但似乎比较希望是由个人来拥有球队；再来就是 ，MLB没有处理类似这次交易的经验。Liberty 会通过交易的可能，是建立在保持球队 目前的经营阶层。目前看来，整个程序可能还要花上好几个月。 Q: Bottom line: Would Liberty increase — or decrease — the Braves' payroll from Time Warner levels? A: Unfortunately, it'll take a while to know the answer to that one. Q. 新老板 Liberty Media 会对勇士目前的薪资预算增加或减少？ A. .................. (想都别想 XD) 新年快乐，Go Braves!! --

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