Liberty Interactive Corp. Announces New QVC Group & Liberty Digital Commerce Trackers, Liberty TripAdvisor Holdings Spin, & L...
October 10 2013 - 5:30AM
Business Wire
Liberty Interactive Corporation (“Liberty”) (Nasdaq: LINTA,
LINTB, LVNTA, LVNTB) today announced the following:
Attributed to Liberty Interactive:
- Plan to recapitalize its Liberty
Interactive Group tracking stock into two tracking stocks – QVC
Group tracking stock (currently Liberty Interactive) and Liberty
Digital Commerce Group tracking stock
- Repurchased $206 million of LINTA
shares from August 1 to October 4
Attributed to Liberty Ventures:
- Plan to spin off Liberty’s ownership
interest in TripAdvisor and its BuySeasons business into a new
publicly-traded company called Liberty TripAdvisor Holdings
Liberty Interactive Group
Recapitalization
Liberty announced that its board has authorized management to
pursue a plan to recapitalize its Liberty Interactive Group
tracking stock into two new tracking stocks, one (currently the
Liberty Interactive common stock) to be renamed the QVC Group
common stock and the other to be designated as the Liberty Digital
Commerce common stock. In the recapitalization, record holders of
Series A and Series B Liberty Interactive common stock would
receive 1 share of the corresponding series of Liberty Digital
Commerce common stock for each 10 shares of the renamed QVC Group
common stock held by them as of the effective date. Liberty intends
to attribute to the Liberty Digital Commerce Group its subsidiaries
Provide Commerce, Backcountry.com, Bodybuilding.com, CommerceHub,
Right Start, and Evite along with cash and certain liabilities. The
QVC Group, which is currently known as the Liberty Interactive
Group, would have attributed to it Liberty’s subsidiary QVC, Inc.
and its approximate 38% interest in HSN, Inc., along with cash and
certain liabilities. Liberty expects that the Series A and Series B
Liberty Digital Commerce common stock will trade under the symbols
“LDCA” and “LDCB” and that the Series A and Series B QVC Group
common stock will trade under the symbols “QVCA” and “QVCB,” in
each case, on the Nasdaq Stock Market.
The recapitalization will be subject to various conditions,
including the requisite approval of the holders of Liberty
Interactive common stock and Liberty Ventures common stock at a
stockholders’ meeting and the receipt of the opinion of tax
counsel. Subject to the satisfaction of these conditions, the
recapitalization is expected to occur in the first half of
2014.
Share Repurchases
From August 1, 2013 through October 4, 2013, Liberty repurchased
approximately 8.8 million shares of Series A Liberty Interactive
common stock at an average cost per share of $23.47 for total cash
consideration of $206 million. Since the creation of the Liberty
Interactive Group tracking stock in May 2006, Liberty has
repurchased approximately 215 million shares at an average cost per
share of $19.50 for aggregate cash consideration of $4.2 billion.
These repurchases represent approximately 30.7% of the shares
outstanding at the time of the creation of the Liberty Interactive
Group tracking stock. All repurchases up to August 9, 2012, the
date on which the Liberty Interactive Group tracking stock was
recapitalized to create the Liberty Ventures Group tracking stock,
were comprised of shares of the combined stocks. The total
remaining repurchase authorization for Liberty Interactive Group
tracking stock is approximately $503 million.
Liberty Ventures Group
Liberty announced that its board has also authorized management
to pursue a plan to spin-off to holders of its Liberty Ventures
Group tracking stock shares of a newly formed company to be called
Liberty TripAdvisor Holdings (“Trip Holdings”). Trip Holdings would
be comprised of, among other things, Liberty’s 22% economic and 57%
voting interest in TripAdvisor, as well as Liberty’s BuySeasons
business, which is currently a part of Liberty’s subsidiary
Celebrate Interactive, LLC (“Celebrate Interactive”). BuySeasons
would be reattributed from the Liberty Interactive Group to the
Liberty Ventures Group prior to the spin-off and cash equal to the
fair market value of BuySeasons would be reattributed from the
Liberty Ventures Group to the Liberty Interactive Group. The Evite
business, also currently a part of Celebrate Interactive, would
remain at Liberty attributed to the Liberty Interactive Group (or,
assuming the completion of the recapitalization, the new Liberty
Digital Commerce Group). In the spin-off, record holders of Series
A and Series B Liberty Ventures common stock would receive 1 share
of the corresponding series of Trip Holdings common stock for each
share of the Liberty Ventures common stock held by them as of a
to-be-determined record date.
The spin-off is intended to be tax-free to stockholders of
Liberty and its completion will be subject to various conditions,
including the receipt of an IRS private letter ruling and an
opinion of tax counsel. Subject to the satisfaction of these
conditions, the completion of the spin-off is expected to occur in
the first half of 2014.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those interests are
currently attributed to two tracking stock groups: Liberty
Interactive Group and Liberty Ventures Group. The Liberty
Interactive Group (Nasdaq: LINTA, LINTB) is primarily focused on
digital commerce and consists of Liberty Interactive Corporation’s
subsidiaries QVC, Provide Commerce, Backcountry.com,
Bodybuilding.com, Celebrate Interactive, CommerceHub and its
interest in HSN. The businesses and assets attributed to the
Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consists of all of
Liberty Interactive Corporation’s businesses and assets other than
those attributed to the Liberty Interactive Group and include its
subsidiary TripAdvisor, its interest in Expedia, and minority
interests in Time Warner and Time Warner Cable.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements about the proposed new tracking
stock, the proposed spin-off and other matters that are not
historical facts. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including, without limitation, the satisfaction of conditions to
the proposed new tracking stock and the proposed spin-off. These
forward looking statements speak only as of the date of this press
release, and Liberty expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Liberty's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of Liberty, including
the most recent Form 10-K and Forms 10-Q, for additional
information about Liberty and about the risks and uncertainties
related to Liberty's business which may affect the statements made
in this press release.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of Liberty's proposed new tracking
stock or Liberty's existing common stock. The offer and sale of
shares of the proposed new tracking stock will only be made
pursuant to an effective registration statement. Liberty
stockholders and other investors are urged to read the registration
statement to be filed with the SEC, including the proxy
statement/prospectus to be contained therein, because they will
contain important information about the issuance of shares of the
proposed tracking stock. Copies of Liberty's SEC filings are
available free of charge at the SEC's website (http://www.sec.gov).
Copies of the filings together with the materials incorporated by
reference therein will also be available, without charge, by
directing a request to Liberty Interactive Corporation, 12300
Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone: (720) 875-5408.
Participants in a Solicitation
The directors and executive officers of Liberty and other
persons may be deemed to be participants in the solicitation of
proxies in respect of proposals relating to the approval of the
issuance of the new tracking stock. Information regarding the
directors and executive officers of Liberty and other participants
in the proxy solicitation and a description of their respective
direct and indirect interests, by security holdings or otherwise,
will be available in the proxy materials to be filed with the
SEC.
Liberty Interactive CorporationCourtnee Ulrich, 720-875-5420
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