Frederick H. (Buzz) McGrath

Frederick (Buzz) McGrath has counseled public and private companies for more than 30 years on a wide range of corporate matters, including mergers and acquisitions, strategic joint ventures and complex capital structures. Mr. McGrath has broad experience in structuring shareholder arrangements for public and private investments, corporate governance and defensive planning, including the use of classified boards of directors and super-voting stock, and corporate restructurings, including spin-offs, “cash rich” split-offs and the creation and use of “tracking stocks.” He helps clients formulate executive employment and consulting agreements and analyze corporate opportunities and policies. He also handles a variety of securities-related matters and structures litigation settlements around corporate transactions.

Related Experience

Representation of Liberty Media Corporation in pending acquisition of Formula One
Creation of SiriusXM Group, Atlanta Braves Group and Media Group tracking stock structure by Liberty Media Corporation with follow-on Atlanta Braves Group $200 million rights offering
Representation of Liberty Interactive Corporation in arrangements with Barry Diller and John C. Malone regarding Liberty Interactive’s stake in Expedia, Inc., and pending split-off of Liberty Expedia Holdings, Inc
Representation of Liberty Broadband Corporation in arrangements relating to investee Charter Communication’s acquisition of Time Warner Cable and Brighthouse Networks
Acquisition of $3 billion of Charter Communications, Inc. stock by Liberty Media Corporation from multiple private equity funds and negotiation of related stockholders arrangements with Charter Communications, Inc.
Offer in 2014 to acquire all of the outstanding stock of Sirius XM Holdings Inc. not already owned by Liberty Media Corporation (withdrawn)
Sale of Liberty Interactive Corporation subsidiary Provide Commerce to FTD Companies, Inc. for cash and stock and related stockholder arrangements with FTD
Joint Venture between an existing cable network and a MLB team to form a new regional sports network
Spin-off of Liberty Broadband Corporation and concurrent rights offering
Spin-off of Liberty TripAdvisor Holdings, Inc.
Creation of the Ventures Group tracking stock by Liberty Interactive Corporation and concurrent $328 million rights offering
Representation of John C. Malone and certain of his affiliates in connection with the merger of Liberty Global, Inc. and Virgin Media Inc.
Representation of Liberty Interactive in connection with 2011 split-off of TripAdvisor, Inc. from Expedia, Inc.
Representation of Liberty Media Corporation in its 2011 proposed acquisition of Barnes & Noble, Inc. and in subsequent alternative transaction where Liberty Media acquired a 16.6% convertible preferred stock interest in Barnes & Noble
Split-off of Liberty Media’s Capital Group and Starz Group by means of a redemption for mirror tracking stocks of a subsidiary
Representation of Liberty Media Chairman, John C. Malone and certain of his affiliates in a $1 billion stock exchange with DIRECTV
Split-off of a majority of Liberty Media’s Entertainment Group; follow-on business combination with its 56% investee, The DIRECTV Group Inc., and concurrent creation of a new public parent company, DIRECTV; related redesignation of remaining portion of Entertainment Group as the new Starz Group in the last quarter of 2009
Merger in 2009 of Live Nation with Ticketmaster and the creation of a new public parent company named Live Nation Entertainment, Inc.
Acquisition in 2009 of preferred stock of Sirius XM Radio Inc., convertible into 40% of its common stock, in arrangements that enabled Sirius XM to avoid bankruptcy filing
Reclassification in 2008 of Liberty Capital tracking stock into two tracking stocks, one of which was intended to track the performance of Liberty Media’s newly acquired interest in The DIRECTV Group, Inc.
Acquisition in 2008 of News Corp’s 41 percent interest in The DIRECTV Group, Inc., three regional sports networks, and cash in a tax-free exchange for Liberty Media’s 16 percent stake in News Corp.
Acquisition in 2008 of 29.9% stakes in each of Tree.com, Ticketmaster Entertainment, Interval Leisure Group and HSN, Inc. via a spin-off distribution by IAC/InterActive Corp
Representation of Mediacom Communications Corporation in connection with its tax-free redemption of Morris Communications’ equity stake in Mediacom in exchange for cable assets and cash valued at $180 million
Acquisition in 2007 of the Atlanta Braves MLB Club, Leisure Arts, Inc., and cash from Time Warner Inc. in a $1.5 billion tax-free exchange for shares of Time Warner common stock owned by Liberty Media
Recapitalization in 2006 of Liberty Media’s capital structure, resulting in the issuance of two groups of “tracking stocks”: Interactive Group and Capital Group
Acquisition by Liberty Media of Comcast Corporation’s 57 percent equity interest in QVC, Inc., in 2003; representation of Liberty Media in connection with the 1992 formation of a strategic partnership with Barry Diller and Comcast to take control of QVC; subsequent arrangements between Liberty Media and Comcast in connection with their joint acquisition of QVC in a going-private transaction in 1995
Representation of Liberty Media in numerous transactions with Barry Diller, including arrangements for Mr. Diller’s assumption of control of Silver King Communications, Silver King’s subsequent merger with the Home Shopping Network, and acquisition of the USA Network and certain Universal Studios assets from the Seagram Companies; subsequent sale of USA Networks to Vivendi Universal; split-off of Expedia, Inc. from USA Networks; and subsequent split-off of TripAdvisor, Inc. from Expedia
Spin-off of Liberty Media’s 50 percent interest in Discovery Communications and 100 percent interest in Ascent Entertainment Group to form Discovery Holding Company; subsequent representation of Discovery Holding Company in connection with Discovery Communications’ redemption of Cox Communications’ 25 percent equity stake in Discovery Communications; subsequent representation of Discovery Holding Company in the roll-up transaction with Advance/Newhouse Programming Partnership, pursuant to which their interests in Discovery Communications and Animal Planet L.P. were consolidated under a new public parent company
Liberty Media’s acquisition in 2006 through a “scheme of arrangement” under U.K. law of a majority interest in FUN Technologies, Inc.; subsequent “going-private” acquisition of the outstanding FUN shares
Repurchase in 2004 by Liberty Media of a $2 billion control block of shares from the estate and family of the founder of Tele-Communications, Inc. (former parent company of Liberty Media)
Acquisition in 2004 by Liberty Media of 120 million shares of its common stock in a tax-free exchange with Comcast for the International Channel
Leveraged buyout of the Black Entertainment Television Network and subsequent sale of BET to Viacom
Sale in 2001 of Liberty Media’s interest in Gemstar International Group to News Corp.
$60 billion acquisition in 1999 by AT&T Corp. of Tele-Communications, Inc., which included the unique use of a “tracking stock” to retain incumbent management’s control over the management and affairs of the Liberty Media Group
Formation in 1996 of the At Home Corporation, a joint venture to provide high-speed Internet access over cable; negotiation of the governance structure and distribution arrangements among the cable partners
Structuring of numerous equity investments for Liberty Digital in interactive television technology, applications and content companies, including the acquisition of a 50 percent interest in the Game Show Network from Sony