Delaware Weighs in on the Meaning of “Substantially All” for a Series of Transactions
The Delaware Chancery Court, in an opinion written by Vice Chancellor J. Travis Laster, recently declined to find that a series of four spin-off and split-off transactions by Liberty Media Corporation over a seven-year period constituted, together, the transfer of “substantially all” of Liberty’s assets in violation of the successor obligor provision in its bond indenture. In doing so, the court set out a “step-transaction test” to be used to ascertain whether a series of transactions should be aggregated when conducting an analysis of whether a transfer of “substantially all” assets will occur.
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