The moves also had Diller stepping down as chairman and senior executive of the online travel company that has achieved a market cap of nearly $6 billion primarily through user-generated content. "My only reason for resigning as chairman and disposing of my interests is that I have more obligations than time," he said, "and transferring control of TripAdvisor to Liberty is something I'm very comfortable with."
Most significant, though, was Diller's relinquishing his right to control the vote of TripAdvisor common stock and the super-voting Class B shares that are beneficially owned by Liberty. Per a longstanding stockholders agreement, as challenged in Delaware court four years ago and summarized in TripAdvisor's most recent Form 10-K, "Liberty grants to Mr. Diller an irrevocable proxy with respect to all of our securities beneficially owned by Liberty on all matters submitted to a stockholder vote."
To undo that arrangement, Liberty bought 4.8 million shares of TripAdvisor common stock from Diller and The Diller-von Furstenberg Family Foundation for $300 million, or $62.50 per share. This addition boosted Liberty's TripAdvisor total to 18.2 million common shares and 12.8 million super-voting Class B shares, leaving the Malone-led company with a 22% economic interest and a 57% voting stake in TripAdvisor.
Liberty said it attributed its shares of TripAdvisor to its Liberty Ventures tracking stock group. That group is a repository for the company's nonconsolidated assets, including equity positions in AOL Inc., Expedia Inc., Interval Leisure Group Inc., Time Warner Inc., Time Warner Cable Inc., Tree.com Inc. and various green energy investments.
A second tracking stock -- the Liberty Interactive Group -- focuses on digital commerce and houses such as Liberty subsidiaries Backcountry.com, Bodybuilding.com, Celebrate Interactive (including Evite and Liberty Advertising), CommerceHub, MotoSport, Provide Commerce, QVC, Right Start, and includes Liberty's interests in HSN Inc. and Lockerz.
TripAdvisor, which was co-founded in 2000 by Steve Kaufer, became a part of Diller's IAC/InterActiveCorp in 2004. IAC spun off its assorted travel businesses a year later as Expedia, from which TripAdvisor received its own spinoff in December 2011.
TripAdvisor co-founder Kaufer, who continues to serve as CEO, was credited by Diller for overseeing the company's "great progress." Some of that occurred Tuesday, at least from an investor's perspective, as TripAdvisor climbed 9% to nearly $42 per share in afternoon trading. Yet that progress also served to highlight the far better deal Diller made to cash out at $62.50 per share.
If past is prologue, TripAdvisor could be spun again. In April 2011, when Expedia committed itself to splitting off TripAdvisor, some observers anticipated Liberty would obtain a majority interest so that it could eventually proceed on a track parallel to that previously undertaken by Malone to transform other corporate holdings into distinct entities.
In November 2009, for example, the company broke off the Liberty Entertainment Inc. unit that housed a half-interest in DirecTV Group Inc. so that the satellite broadcaster's two ownership groups could later be reunited as a single financial entity. And in 2008, a series of moves orchestrated by Liberty led to Discovery Communications Inc.'s reorganization as an independent company.
Geoffrey F. Aronow joined Sidley Austin LLP as a partner in the global securities and derivatives enforcement and regulatory practice. For other updates launch today's Movers & shakers slideshow.
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