Liberty Media- Owners by Wednesday?

From AJC.COM

If all goes according to plan, the Braves — finally, formally — will have a new owner by midnight Wednesday.

Major League Baseball's 30 team owners plan to take up the issue of whether to approve Time Warner's proposed swap of the Braves to Liberty Media at a late-afternoon meeting Wednesday in New York. And if the owners approve the deal, Time Warner and Liberty will be prepared to complete the closing of the complex transaction within hours, so as to beat a change in the federal tax code that takes effect at the stroke of midnight.

A favorable vote by 23 of the 30 MLB owners is required for a team to change owners. Generally, by the time a proposed deal gets to the point of being presented for an owners' vote, the tough issues have been navigated and approval, while not perfunctory, is expected.

So, a process that has inched along for 18 months could culminate with a flurry of activity in Manhattan Wednesday night.

A replay of how the unusual deal — more a trade than a sale, as it turns out — got to this point:

December 2005

Time Warner puts the Braves up for sale. Falcons owner Arthur Blank says he will consider a bid. Time Warner asks Ted Turner if he'd be interested in buying back the team.

January 2006

Turner (right) decides to pass, saying he's "been there, done that." Talks heat up between Time Warner and Blank.

February 2006

Two other prospective local buyers enter the bidding: a group led by real estate executive Ron Terwilliger and the family of radio mogul Lew Dickey Jr.

March 2006

From out of nowhere, Colorado-based Liberty Media Corp. says it "would love" to swap its Time Warner stock for a Time Warner-owned asset, such as the Braves, in a tax-free transaction. Time Warner is initially skeptical that Liberty really would want to own a baseball team.

April 2006

Liberty proves to be serious, after all, about the notion of a tax-free swap of much of its four percent stake in Time Warner for the Braves and, more importantly, $1 billion-plus in cash. (Simply selling the stock back to Time Warner would result in massive taxes; swapping the stock for an asset — the Braves — and cash can be tax-free for both sides.) Time Warner breaks off talks with Blank and other bidders to focus exclusively on trying to do the deal with Liberty.

May 2006

Although on record as preferring local family ownership when possible, baseball commissioner Bud Selig says that a sale of the Braves to an out-of-town corporation wouldn't be a deal breaker for him but that he hopes for some sort of local component to new ownership. President George Bush signs a new tax law that will change the rules for "cash-rich split-offs," legalese for stock swaps such as the one Time Warner and Liberty want to do.

June 2006

With Selig's desire that ownership have some sort of local component — and with Liberty having no apparent passion for hands-on operation of a baseball team — it becomes clear that part of the deal will be a continuing oversight role, perhaps a managing partner-type role, for Braves president Terry McGuirk, who has long ties to both Liberty chairman John Malone and to Selig.

July 2006

Time Warner continues to distance itself from the Braves by reaching a new TV deal with MLB that will end the team's three-decade run as national programming on TBS after the 2007 season.

August 2006

Time Warner and Liberty grapple with the legal requirement that no more than 75 percent of the package being exchanged for stock in this type of tax-free swap can be cash, with at least 25 percent being the value of the operating asset(s) in the deal. The new tax law also requires adjustments in the deal because, for purposes of the 75-25 test, the value of the asset cannot include operating capital and certain investments (such as the Braves' 1/30th stake in MLB's Internet division).

September 2006

"Perhaps all things with Time Warner are complicated, but things related to baseball teams and the like are particularly complicated," Liberty CEO Greg Maffei (right) says at an investor conference.

October 2006

Selig says "steady progress" is being made and that the delays don't trouble him.

November 2006

MLB's last owners' meeting of the year passes with the deal still not ready for a vote.

December 2006

At an investor conference, Maffei cites the difficulty of simultaneously satisfying the IRS and MLB.

January 2007

Negotiations resume after the holidays, with Time Warner now considering including a second asset (the Leisure Arts group of craft magazines) in the deal.

February 2007

All issues finally resolved, Time Warner and Liberty sign a letter of intent and send the deal to MLB for review. Pending MLB approval, Time Warner would put the Braves, Leisure Arts and $1 billion-plus into a newly formed subsidiary, then swap that subsidiary to Liberty for a huge block of Time Warner stock.

March 2007

MLB's legal and financial staff review the deal and investigate the buyer. Selig stresses that his priority is to preserve the stability of the Braves franchise through the ownership change.

April 2007

Malone, the Liberty chairman, is interviewed by baseball's ownership committee. By all accounts, the meeting goes well.

May 2007

The deal, which has unfolded at glacial speed the past 18 months, will be racing the clock on Wednesday. Under a tax-law change that takes effect at midnight, the amount of allowable cash in such a tax-free swap will be reduced from 75 percent to 67.67 percent. If all goes as planned, Liberty Media will own the Braves by then.