Liberty Interactive Corporation Announces Plans to Separately Spin-off CommerceHub and Liberty Expedia Holdings
12 Noviembre 2015 - 6:00AM
Business Wire
Will Create Asset-Backed Stocks for
CommerceHub and Liberty Expedia Holdings
Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq:
QVCA, QVCB, LVNTA, LVNTB) today announced that its board has
authorized management to pursue the spin-offs of two newly formed
companies to be called CommerceHub, Inc. and Liberty Expedia
Holdings, Inc. (“Expedia Holdings”) to holders of its Liberty
Ventures Group stock (collectively, the “Spin-Offs”).
“We are pleased to announce our plan to separately spin-off
CommerceHub and Expedia Holdings,” said Greg Maffei, President and
CEO of Liberty Interactive. "We believe the Spin-Offs should unlock
value for our Liberty Ventures shareholders in an efficient manner
and increase focus on the remaining attributed assets of Liberty
Ventures.”
CommerceHub, Inc. would be comprised of the CommerceHub
business. Frank Poore, the founder of CommerceHub, will continue in
his role as CEO. In the spin-off of CommerceHub, Inc., record
holders of Series A and Series B Liberty Ventures common stock
would receive shares of the corresponding series of CommerceHub,
Inc. common stock for each share of Liberty Ventures common stock
held.
Expedia Holdings would be comprised of, among other things,
Liberty Interactive’s entire ownership interest in Expedia, Inc.,
as well as Liberty Interactive’s subsidiary Bodybuilding.com, LLC.
In the spin-off of Expedia Holdings, record holders of Series A and
Series B Liberty Ventures common stock would receive shares of the
corresponding series of Expedia Holdings common stock for each
share of the Liberty Ventures Group common stock held.
Liberty Interactive expects that the Expedia Holdings Series A
and Series B common stock will trade under the symbols LEXEA/B,
respectively, and that the CommerceHub, Inc. Series A and Series B
common stock will trade under the symbols CHUBA/B, respectively, in
each case, on the Nasdaq Stock Market.
The applicable record dates, distribution dates and distribution
ratios for the Spin-Offs will be announced at a later date. Each of
the Spin-Offs is intended to be tax-free to stockholders of Liberty
Ventures and will be subject to various conditions including the
receipt of an opinion of tax counsel. Subject to the satisfaction
of the applicable conditions, the completion of each of the
Spin-Offs is expected to occur in the first half of 2016.
Following the completion of the Spin-Offs, the Liberty Ventures
Group will be comprised of all of Liberty Interactive’s businesses
and assets other than those attributed to the QVC Group, including
its subsidiaries Evite, Inc. and LMC Right Start, Inc., its
interests in FTD Companies, Inc., Lending Tree, Inc., Interval
Leisure Group, Inc., Time Warner Inc. and Time Warner Cable Inc.,
various green energy investments, the exchangeable senior
debentures currently attributed to the Liberty Ventures Group and
Liberty Interactive’s commitment to purchase $2.4 billion of
Liberty Broadband Corporation’s Series C common stock in connection
with (and contingent upon) the closing of the proposed merger of
Charter Communications, Inc. and Time Warner Cable (subject to the
exercise by Liberty Broadband of its right to reduce such
commitment by up to 25%).
J.P. Morgan is acting as financial advisor to Liberty
Interactive in connection with these transactions.
Liberty Interactive’s President and CEO, Greg Maffei will
discuss this announcement at a previously scheduled Investor
Meeting on Thursday, November, 12, 2015 with presentations
beginning at 9:00 a.m. E.S.T.
The presentation will be broadcast live via the Internet. All
interested persons should visit the Liberty Interactive Corporation
website at http://www.libertyinteractive.com/events to register for
the webcast. An archive of the webcast will also be available on
this website for one year after appropriate filings have been made
with the SEC.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive's subsidiaries, QVC, Inc. and zulily, llc, and its
interest in HSN, Inc., and the businesses and assets attributed to
the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of
Liberty Interactive Corporation's businesses and assets other than
those attributed to the QVC Group, including its interest in
Expedia, Interval Leisure Group and FTD, its subsidiaries
Bodybuilding.com, CommerceHub, LMC Right Start and Evite, and
minority interests in Time Warner, Time Warner Cable and Lending
Tree.
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 Spin-Offs 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 each of the proposed Spin-Offs. These forward
looking statements speak only as of the date of this press release,
and Liberty Interactive 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 Interactive'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 Interactive, including the most recent Forms 10-K and 10-Q,
for additional information about Liberty Interactive and about the
risks and uncertainties related to Liberty Interactive's business
which may affect the statements made in this press release.
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