UnitedGlobalCom, Inc. (UGC) and Liberty Media International, Inc., have agreed to combine their businesses under a single entity to be named Liberty Global, Inc. The $3.5 billion transaction will make Liberty Global one of the largest owners and operators of broadband communications systems outside the United States. Shearman & Sterling is representing Morgan Stanley & Co. Inc. as financial advisor to the special committee of independent directors of UGC in the deal. UGC is a leading international provider of video, voice and broadband Internet services with operations in 15 countries, 12 of which are in Europe.