$1.1B Microsoft Patent Deal Done, AOL Buys Back $600M In Stock, Offers Dividend Of $5.15 Per Share [CEO Memo]

Here’s a timely story on how other companies not called Apple are also profiting from tech patents. Today AOL announced a share repurchase of $600 million in AOL stock, along with a one-time cash dividend of $5.15 per share, as the final steps in returning all of the proceeds from its $1.1 billion sale of patents to Microsoft.

The news was announced to the market, as well as to AOL staffers by Tim Armstrong in an internal memo. [TechCrunch is owned by AOL.]

The full memo from Armstrong is below.

AOL had originally announced the sale of the patents — some 925 in all — on April 9, the same day that Facebook announced that it would buy Instagram. Coincidentally, that deal, too, saw some progress in the last week, with the FTC approving the sale. And also coincidentally, after the AOL/Microsoft deal, Facebook bought 650 of those patents for $550 million, and took a license for the remainder. Microsoft is a shareholder in the social network.

Prior to the sale, AOL had been under significant pressure from some investors to realize the value of its patent holdings. Some believe that it is those same investors who have pressured AOL to return the proceeds to them rather than re-investing them in the business. AOL has been trying to refocus itself and turn around its advertising business, so reinvesting in that would have made some sense. Although even without that, the turnaround — marked by a new focus on ad tech around AOL’s media properties and third party sites — has been working to some extent: in the last quarter, AOL reported its lowest revenue decline in seven years. (Revenues were $531 million.)

Armstrong, of course, doesn’t make too much of a reference to this in his memo to staff, which came out this morning, except to note that one goal at the company has been to build a “substantial financial foundation for our investors and more importantly, our investors’ investors.”


Our first strategic goal is to build world-class brands that are meaningful businesses and we are going to continue to pursue that with alacrity. The second strategic goal has been to build a substantial financial foundation for our investors and more importantly, our investors’ investors. While we continue to successfully navigate AOL’s turn-around, we are also trying to build immediate value for all of our shareholders.

This morning, we announced the final steps in returning approximately all of the $1.1 billion proceeds from the patent deal with Microsoft to our shareholders by year-end. Specifically, we have begun a transaction with Barclays that is allowing us to pursue the repurchase of $600 million in AOL stock. We also announced a special one time cash dividend of $5.15 per share. The combination of the repurchase program and the special dividend is delivering what we had promised our investors and also allows us to give all shareholders the ability to own a bigger stake in AOL.

Due to the significant repurchase program, we have also announced the adoption of a tax protection program called the Tax Asset Protection Plan that helps ensure that our valuable tax related assets are not harmed. AOL’s growth goals and investors goals are something we will need to continually manage and you should look at the repurchase, dividend, and tax strategy as a combined action that will further increase the value of the company’s future.

Most importantly, we want you to know what these announcements mean to you. If you are an AOL shareholder, which many of you are – holding AOL stock options, RSUs, and/or AOL shares – of the three key steps we have announced today, the one step that likely has the most direct impact on you is the payment of the special cash dividend. We want to be as transparent as possible in describing the dividend’s impact on you as an AOL employee. So, for each share of AOL stock that you own on December 5th, you will receive $5.15 in cash. For your AOL stock options, we will ensure that the value of your option holdings immediately after the dividend will be no different from the value of your option holdings before the dividend (i.e. – The option price will be lowered to reflect the payment of the $5.15 per share dividend). The Employee FAQs being distributed provide you with further details as to how those adjustments will be made. For your AOL RSUs, you will receive the cash from the dividend as your RSUs vest. As a team member of AOL, we have created a program that will keep the full value of your ownership as a result of this transaction and will allow you to own a bigger share of the company as we repurchase our equity.

The teams associated with the announcements today worked tirelessly during this process and worked through many of their vacations – including members of the Audit and Transaction Committees of the AOL Board of Directors. The Finance, Tax, Accounting, HR and Legal teams, and our outside advisors all worked together to achieve this great outcome. We are a partnership company and our team stayed together every step of the way and performed at the top of their game.

Join us for an employee call today at 10:00am EST for more details, and to answer your questions. The dial-in information is posted on Inside. We will also post additional details about the special cash dividend on PeoplePlace following the call.