March 28th, 2005

Hard Hat

InterActiveCorp spins off Expedia

I've previously written that my employer, InterActiveCorp (IACI), plans to spin my division, Expedia, into its own company. Well, we just filed a new 8-K with the S.E.C..

Notable items:

  • Barry Diller intends to keep his super-voting share structure. Right now his shares give him ten votes each, while other shareholders get one vote for each share.
  • Hidden in the 8-K is a note that immediately prior to the spin-off, IACI will be doing a 2 for 1 reverse stock split. That's generally not a good way to pump up a stock price.
  • It looks as if stock options and restricted stock units will be converted in a fashion that doesn't screw over employees. I was worried that the stock split would be done by comparing the assets held by each new company and adjusting the strike prices accordingly. According to the 8-K, they will convert the options based on market capitalization of the two companies immediately after the spin-off compared to immediately prior to the spin-off. That's a relief.
  • It also looks like the Expedia side will have a lot fewer shares outstanding. In addition to the 2 for 1 reverse stock split, it appears that IACI will create a new preferred share class. Every common shareholder will get 1 preferred share for every 100 shares held. The preferred shares will be the ones converted into Expedia shares. I'm not sure how that will work with share counts not evenly divisible by 100.