Big move for Liberty Media, IAC and the latter’s Barry Diller today. The former has exchanged its entire equity stake in the Internet holding company for a combination of assets and cash in a transaction intended to be tax-free to both companies. Liberty has exchanged approximately 12.8 million shares of IAC stock for all of the capital stock of a wholly-owned subsidiary of IAC that holds the Evite and Gifts.com businesses, and approximately $220 million in cash.
Right before Liberty’s exchange of shares with IAC, Barry Diller, who will now serve as the company’s Chairman and Senior Executive, exchanged about 4.3 million shares of IAC common stock held by him for an equal number of shares of Class B common stock held by Liberty.
This exchange took place pursuant to the terms of a pre-existing stockholders agreement between Diller and Liberty.
According to a statement, Diller says he is “not going anywhere”.
True enough, Diller still currently owns shares representing approximately 34% of the total votes of all classes of IAC stock, the largest individual voting stake in the company.
He also gets to exchange up to 1.5 million additional shares of common stock he may acquire within the next 9 months for an equal number of shares of Class B stock held in the treasury of IAC.
If he buys those shares, his shares will represent approximately 41% of the total votes of all classes of stock.
Evite and Gifts.com will become part of Liberty Interactive’s eCommerce companies portfolio.
Diller’s statement on the exchange, in full (John Malone is Chairman of Liberty Media):
“These last 17 years of my association with John Malone and Liberty Media have been a great, and occasionally, wild ride. We began this grand tour of interactivity a few years before the internet became widely used, and we were able to create, acquire and build up substantial businesses over that time.
While I’ll continue my association with Dr. Malone in Expedia, and as significant shareholders of the multiple spun-off companies, Liberty’s exit from IAC is a turning point, and I want to state my thanks and gratitude to Dr. Malone for his support and encouragement throughout (with one brief period of mutual discontent which we both believe was an aberration).
This has been a most productive partnership and I’m glad it will continue in other venues.”
IAC in its third-quarter earning release reported that total revenues for Q3 2010 were $422 million, up 25 percent compared to the same period last year.
IAC is a media conglomerate with a wide range of online assets. In November 2007, announced they would be separating IAC into 5 public companies. IAC will consist of: Ask.com, Bloglines, CitySearch, Evite, Excite, InsiderPages, iWon, My Fun Cards, My Way, Popular Screensaver, Smiley Central, Match.com, chemistry.com, ServiceMagic, Shoebuy.com, BustedTees, CollegeHumor, Garage Games, Gifts.com, Green.com, Instant Action, Very Short List, Vimeo, 23/6. IAC is also an investor in Active.com, Brightcove, FiLife, Medem, Merchant Circle, OpenTable, Points.com and SHOP channel....
Liberty Media Corporation, through its subsidiaries, operates in the video and on-line commerce, media, communications, and entertainment businesses in North America, Europe, and Asia. Corporation’s operations include filmed entertainment, television, cable network programming, direct broadcast satellite television, magazines and inserts, newspapers, and book publishing. The company, through its interests in other companies, also provides online and interactive casual games to distribution partners; wireless location technology and services; and on-line retail of costumes, accessories, decor, and party supplies. Liberty Media’s interests...
Barry Diller is the Chairman and Senior Executive of IAC and the Chairman and Senior Executive of Expedia, Inc. IAC is a leading media and Internet company comprising more than 150 brands and products, including Match.com, Ask.com, CollegeHumor, and CityGrid Media. Focused in the areas of search, online dating, local businesses and media, IAC’s family of websites is one of the largest in the world, with nearly a billion monthly visits across more than 30 countries. The company is headquartered...