(RTTNews) - Digital television entertainment service provider DirecTV Group Inc. (DTV: News ) announced Thursday that it has successfully completed the merger of DirecTv Group and Liberty Entertainment, Inc. or LEI, a company split-off from Liberty Media Corp. (LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB).
The transactions were completed following a special meeting of LEI as well as DirecTV Group stockholders, in which the proposal was approved. The Class A common stock of the newly formed entity will begin regular way trading at the open of business on Friday, November 20, 2009, under the symbol "DTV".

In May, El Segundo, California-based DirecTV agreed to merge with LEI, the entertainment division of Liberty Media Corp., forming a new public holding company called DirecTV. LEI was spun-off from Liberty Media before the completion of the merger.

According to the terms of the deal, Liberty Media completed the redemption of 90% of the outstanding shares of both series of its Liberty Entertainment common stock in exchange for all of the outstanding shares of two series of common stock of LEI. The 0.9 of each outstanding share of Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of common stock of LEI.

The newly formed company DirecTV now holds Liberty Media's 57% interest in DirecTV, a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game Show Network, LLC and about $120 million in cash and cash equivalents, with about $2 billion of indebtedness. DirecTV had also agreed to pay around $650 million of Liberty loans, as part of the deal. Liberty Sports Holdings, which owns three regional sports networks, will also be part of the new company.
The new company formed as a result of the merger and spin-off, will hold around 54% stake of DirecTV and at least 65% interest in Game Show Network and FUN Technologies. The company will also have around $30 million in cash and around $2 billion in debt. DirecTV will also pay around $650 million of Liberty Loans, as part of the deal. Liberty Sports Holdings, which owns three regional sports networks, will also be part of the new company. Following the completion of the spin-off and merger deal, LEI and DirecTV became wholly owned subsidiaries of a new public holding company named DirecTV.

DirecTV will now have two classes of stock, Class A, which will be entitled to one vote per share and Class B which will be entitled to 15 votes per share. While merging the businesses, each share of LEI Series A common stock was exchanged for 1.11130 shares of Holdings Class A common stock, and each share of LEI Series B common stock, other than shares held by John Malone, Chairman of the Boards of Liberty Media, LEI and DirecTV, and certain related persons, was exchanged for 1.11130 shares of Holdings Class A common stock. Further, each share of DirecTV common stock was exchanged for one share of Holdings Class A common stock. Upon completion of the transactions, Liberty Media Chairman John Malone will hold around 24% stake in DirecTV.

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