AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED WARRANT AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED WARRANT AGREEMENT
SECOND AMENDED AND RESTATED WARRANT AGREEMENT
This Amendment (this “Amendment”) is made as of [___], 2010 by and among Liberty
Acquisition Holdings Corp., a Delaware corporation (the “Company”), [LIBERTY VIRGINIA], a
Virginia corporation (“Liberty Virginia”), Continental Stock Transfer & Trust Company, a
New York corporation (the “Warrant Agent”), and Promotora de Informaciones, S.A., a
sociedad anónima organized under the laws of Spain (“PRISA”).
WHEREAS, the Company and the Warrant Agent are parties to that certain Second Amended and
Restated Warrant Agreement, dated as of December 6, 2007 and filed with the United States
Securities and Exchange Commission on December 12, 2007 (the “Existing Warrant Agreement”),
pursuant to which the Company has issued Warrants to purchase 76,687,500 shares of Common Stock
(collectively, the “Warrants”);
WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement and
capitalized terms used herein, but not otherwise defined, shall have the meanings given to such
terms in the Existing Warrant Agreement;
WHEREAS, on March 5, 2010, the Company entered into a Business Combination Agreement (the
“Business Combination Agreement”) with PRISA (and subsequently joined by Liberty Virginia),
pursuant to which, upon the consummation of the transactions contemplated by the Business
Combination Agreement, the stockholders of the Company will come to own newly issued American
Depositary Receipts representing newly issued (i) Class A Ordinary Shares of PRISA and (ii)
convertible non-voting shares (acción sin voto convertible) of PRISA;
WHEREAS, the Business Combination Agreement provides for the merger of the Company with and
into Liberty Virginia, its wholly owned subsidiary, upon consummation of which, as provided in
Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for
shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the
Existing Warrant Agreement as amended hereby) for shares of common stock, par value $0.0001 per
share, of Liberty Virginia;
WHEREAS, the Board of Directors of the Company has determined that the consummation of the
transactions contemplated by the Business Combination Agreement will constitute a Business
Combination between the Company and PRISA;
WHEREAS, pursuant to the Business Combination Agreement, the Company agreed to seek the
approval of this Amendment by the Registered Holders of a majority of the outstanding Warrants (the
“Warrant Proposal”) such that, in connection with the transactions contemplated by the
Business Combination Agreement, PRISA will be required to purchase, and the holders of Warrants
will be required to exchange, all of the outstanding Warrants for the Consideration (as defined
below) and on such other terms and subject to such conditions as are set forth herein;
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the
Warrant Agent may amend the Existing Warrant Agreement with the written consent of the Registered
Holders of a majority of the outstanding Warrants;
WHEREAS, the Registered Holders of a majority of the outstanding Warrants have approved the
Warrant Proposal; and
WHEREAS, the representative of the underwriters has waived any and all rights to consent to
any modification or amendment of the Existing Warrant Agreement contemplated by Section 9.8 of the
Existing Warrant Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set
forth herein.
1. Amendment of Existing Warrant Agreement.
1.1 Mandatory Exchange of Securities. Section 6 of the Existing Warrant Agreement is
hereby amended and restated in its entirety so that it now reads in full as follows:
“6 Mandatory Exchange of Securities.
6.1 Definitions.
Capitalized terms used in this Section 6, but not otherwise defined in this
Agreement, shall have the meanings given to such terms in the Business Combination
Agreement, dated as of March 5, 2010, by and between Promotora de Informaciones, S.A., a
sociedad anónima organized under the laws of Spain (“PRISA”) and Liberty Acquisition
Holdings Corp. (the “Business Combination Agreement”), a copy of which is included
in the PRISA prospectus dated [_________], 2010 and previously delivered to Registered
Holders in connection with soliciting consents for Amendment No. 1 to this Agreement.
6.2 Exchange.
6.2.1 Subject to Section 6.2.2, notwithstanding anything contained in this
Agreement to the contrary, at the Exchange Effective Time, and subject to the Share Exchange
being consummated, except as provided in Section 6.3 herein, each Warrant issued and
outstanding immediately prior to the Exchange Effective Time shall, automatically and
without any action by the Registered Holder thereof, be exchanged by PRISA and transferred
by such Registered Holder to PRISA (the “Warrant Exchange”), in consideration for:
(i) a payment by Liberty Virginia in cash in the amount of US$1.0431948 (the
“Cash Consideration”) to be delivered by or at the direction of Liberty
Virginia;
(ii) the exchange by PRISA of 0.1558961 newly issued PRISA Class A Ordinary
Shares (the “Ordinary Share Consideration”) to be delivered by PRISA to the
Depositary as provided for herein; and
2
(iii) the exchange by PRISA of 0.0360319 newly issued PRISA Convertible
Non-Voting Shares (the “Convertible Non-Voting Share Consideration”, and
together with the Cash Consideration and the Ordinary Share Consideration, the
“Consideration”) to be delivered by PRISA to the Depositary as provided for
herein.
6.2.2 Notwithstanding Section 6.2.1, if PRISA shall undertake the PRISA Rights
Offer contemplated by Section 9.18 of the Business Combination
Agreement and (x) pursuant to
such PRISA Rights Offer, PRISA shall be required to sell any PRISA Class A Ordinary Shares
in such PRISA Rights Offer and (y) as a result of such sale, the PRISA Controlling Group would hold, directly or indirectly,
less than 30.05% of the PRISA Class A Ordinary Shares, after giving pro forma effect to the
transactions contemplated by the Business Combination Agreement including the Warrant Exchange
pursuant to Section 6.2.1, the full conversion of the PRISA Convertible Non-Voting Shares to PRISA
Class A Ordinary Shares and any redemptions of Liberty Virginia Redemption Shares pursuant to
Section 2.5 of the Business Combination Agreement (the “30.05% Threshold”), then for each PRISA Class A Ordinary Share sold by PRISA
pursuant to the PRISA Rights Offer which shall cause the PRISA
Controlling Group to fall below the 30.05% Threshold and for every 100,000 Warrants:
(i) the Cash Consideration shall be increased by $0.0067385; and
(ii) the Ordinary Share Consideration shall be decreased by 0.0009478 of a
PRISA Class A Ordinary Share; and
(iii) the Convertible Non-Voting Share Consideration shall be decreased by
0.0002191 of a PRISA Convertible Non-Voting Share.
6.2.3 Notwithstanding anything contained in this Agreement to the contrary, upon
consummation of the Share Exchange, and without any action by the Registered Holder thereof,
each Registered Holder of Warrants (whether selling pursuant to Section 6.2.1 or 6.2.2)
shall cease to have any rights with respect to the Warrants other than the right to receive
the Consideration (as it may be adjusted pursuant to Section 6.2.2).
6.3 Delivery of Consideration.
6.3.1 Each PRISA Share issued as part of the Consideration shall be registered in the
name of the Depositary by Iberclear and then delivered in the form of PRISA ADSs evidenced
by ADRs, with each PRISA ADS-A representing [___] PRISA Class A Ordinary Shares and each
PRISA ADS-NV representing [___] PRISA Convertible Non-Voting Shares. Each PRISA ADS shall
be issued in accordance with the Deposit Agreement.
6.3.2 The aggregate Cash Consideration payable to each former Registered Holder shall
be rounded down to the nearest whole cent after multiplying the aggregate number of
outstanding Warrants held by such former Registered Holder by the Cash Consideration. By
way of example, a Registered Holder of 10,500 outstanding warrants would receive aggregate
Cash Consideration of $10,953.54 (assuming no adjustment to the Cash Consideration pursuant
to Section 6.2.2).
6.3.3 If, between the date of this Agreement and the Exchange Effective Time, PRISA,
Liberty or Liberty Virginia undergoes a change in capitalization affecting the Warrants, an
appropriate and proportionate adjustment shall be made to the Ordinary Share Consideration
and the Convertible Non-Voting Share Consideration in order to preserve the economic
benefits of the Warrant Exchange to the parties.
3
6.3.4 In so far as the provisions of Article IV of the Business Combination Agreement
relate to the obligations and rights of the parties to this Agreement regarding the Warrant
Exchange, such provisions are hereby incorporated herein by reference; provided,
however, that nothing in this Section 6.3.4 or this Agreement, whether
expressed or implied, is intended to confer upon any Person, including any beneficial owner
or Registered Holder of Warrants, any rights or remedies under or by reason of the Business
Combination Agreement enforceable against the parties thereto or their successors or
assigns.
6.3.5. Notwithstanding anything herein to the contrary, the Company shall not be
required to provide any prior notice of the Warrant Exchange to any Registered Holder.
6.4 Each of the parties hereto acknowledges and agrees that the obligations under this
Section 6 to deliver the Ordinary Share Consideration and Convertible Non-Voting
Share Consideration shall be satisfied by PRISA.
6.5 Each of the parties hereto acknowledges and agrees that the obligations under this
Section 6 to deliver the Cash Consideration shall be satisfied by or at the
direction of Liberty Virginia.”
1.2 Appointment of Warrant Agent. Existing Warrant Agreement is hereby amended to
add a new Section 1.2, which shall read in full as follows:
“1.2 Appointment of Warrant Agent at Exchange Time. Notwithstanding anything
contained in this Agreement to contrary (including that the Warrant Agent be a New York
Corporation), at the Exchange Effective Time, PRISA shall act as agent for the Company, its
successors and assigns for the Warrants, and PRISA agrees to perform in accordance with the
terms and conditions set forth in this Agreement. At such time as PRISA is appointed,
Continental Stock Transfer & Trust Company shall have no further rights or obligations under
the Agreement, and the term “Warrant Agent,” as used in this Agreement, shall refer
exclusively to PRISA.”
2. Miscellaneous Provisions.
2.1 PRISA Obligation. Each of the parties hereto acknowledges and agrees that the
obligations under Section 6.2 of the Existing Warrant Agreement (as amended by this Amendment) to
deliver the Ordinary Share Consideration and Convertible Non-Voting Share Consideration shall be
satisfied by PRISA
2.2 Liberty Virginia Obligation. Each of the parties hereto acknowledges and agrees
that the obligations under Section 6.2 of the Existing Warrant Agreement (as amended by this
Amendment) to deliver the Cash Consideration shall be satisfied by or at the direction of Liberty
Virginia.
2.3 Successors. All the covenants and provisions of this Amendment by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted
respective successors and assigns.
4
2.4 Severability. This Amendment shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.
2.5 Applicable Law. The validity, interpretation and performance of this Amendment
shall be governed in all respects by the laws of the State of New York, without giving effect to
conflict of laws. The parties hereby agree that any action, proceeding or claim against it arising
out of or relating in any way to this Amendment shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.
2.6 Counterparts. This Amendment may be executed in any number of counterparts, and
by facsimile or portable document format (pdf) transmission, and each of such counterparts shall
for all purposes be deemed to be an original and all such counterparts shall together constitute
but one and the same instrument.
2.7 Effect of Headings. The Section headings herein are for convenience only and are
not part of this Amendment and shall not affect the interpretation thereof.
2.8 Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment,
constitutes the entire understanding of the parties and supersedes all prior agreements,
understandings, arrangements, promises and commitments, whether written or oral, express or
implied, relating to the subject matter hereof, and all such prior agreements, understandings,
arrangements, promises and commitments are hereby canceled and terminated.
[Signatures Appear on Following Page]
5
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of
the date first above written.
| LIBERTY ACQUISITION HOLDINGS CORP. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| [LIBERTY VIRGINIA] |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| PROMOTORA DE INFORMACIONES, S.A. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
6
