ItsAValueTrap Posted August 16, 2014 Share Posted August 16, 2014 http://ir.libertyinteractive.com/releasedetail.cfm?ReleaseID=796097 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. Link to comment Share on other sites More sharing options...
thefatbaboon Posted August 16, 2014 Share Posted August 16, 2014 Yes - but that doesn't say what you think it does. Link to comment Share on other sites More sharing options...
ItsAValueTrap Posted August 16, 2014 Share Posted August 16, 2014 http://www.sec.gov/Archives/edgar/data/1606745/000104746914004609/a2220025zs-1.htm The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LTRPA"), being registered has been determined based upon the number of shares of Liberty Interactive Corporation's ("Liberty") .... Liberty = Liberty Interactive in the S-1 filing Q: What transactions are occurring in connection with the Spin-Off other than those involved in the internal restructuring? A: In connection with the Spin-Off, a bankruptcy remote wholly-owned subsidiary of TripCo (TripSPV) intends to borrow up to $400 million in cash in margin loans (the Margin Loans), secured by our ownership interest in TripAdvisor, which will be held through TripSPV, and guaranteed by our company, from one or more third parties (the proceeds from such borrowing, the Loan Proceeds). As part of the internal restructuring, approximately $350 million of the Loan Proceeds will be distributed from TripCo to Liberty, and Liberty, within twelve months following the completion of the Spin-Off, will use all of the distributed portion of the Loan Proceeds received from TripCo to repurchase shares of Liberty common stock under its share repurchase program pursuant to a special authorization by Liberty's board of directors. See "Description of Certain Indebtedness." Link to comment Share on other sites More sharing options...
thefatbaboon Posted August 16, 2014 Share Posted August 16, 2014 http://www.sec.gov/Archives/edgar/data/1606745/000104746914004609/a2220025zs-1.htm The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LTRPA"), being registered has been determined based upon the number of shares of Liberty Interactive Corporation's ("Liberty") .... Liberty = Liberty Interactive in the S-1 filing NO. It's referring to Liberty Ventures outstanding shares. Q: What transactions are occurring in connection with the Spin-Off other than those involved in the internal restructuring? A: In connection with the Spin-Off, a bankruptcy remote wholly-owned subsidiary of TripCo (TripSPV) intends to borrow up to $400 million in cash in margin loans (the Margin Loans), secured by our ownership interest in TripAdvisor, which will be held through TripSPV, and guaranteed by our company, from one or more third parties (the proceeds from such borrowing, the Loan Proceeds). As part of the internal restructuring, approximately $350 million of the Loan Proceeds will be distributed from TripCo to Liberty, and Liberty, within twelve months following the completion of the Spin-Off, will use all of the distributed portion of the Loan Proceeds received from TripCo to repurchase shares of Liberty common stock under its share repurchase program pursuant to a special authorization by Liberty's board of directors. See "Description of Certain Indebtedness." Again, it's not saying what you think it does. Link to comment Share on other sites More sharing options...
dwy000 Posted August 16, 2014 Share Posted August 16, 2014 http://www.sec.gov/Archives/edgar/data/1606745/000104746914004609/a2220025zs-1.htm The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LTRPA"), being registered has been determined based upon the number of shares of Liberty Interactive Corporation's ("Liberty") .... Liberty = Liberty Interactive in the S-1 filing NO. It's referring to Liberty Ventures outstanding shares. Q: What transactions are occurring in connection with the Spin-Off other than those involved in the internal restructuring? A: In connection with the Spin-Off, a bankruptcy remote wholly-owned subsidiary of TripCo (TripSPV) intends to borrow up to $400 million in cash in margin loans (the Margin Loans), secured by our ownership interest in TripAdvisor, which will be held through TripSPV, and guaranteed by our company, from one or more third parties (the proceeds from such borrowing, the Loan Proceeds). As part of the internal restructuring, approximately $350 million of the Loan Proceeds will be distributed from TripCo to Liberty, and Liberty, within twelve months following the completion of the Spin-Off, will use all of the distributed portion of the Loan Proceeds received from TripCo to repurchase shares of Liberty common stock under its share repurchase program pursuant to a special authorization by Liberty's board of directors. See "Description of Certain Indebtedness." Again, it's not saying what you think it does. It gets to the same place at the end of the day - TripCo gets BuySeasons and $350M of cash (funded by the new debt at TripCo) moves back to LINTA. Whether some part or all of the $350M is attributable to BuySeasons or the whole thing is a dividend back up doesn't really matter except for tax purposes (to which end I have full confidence the Liberty team will do whatever actions are required to minimize tax impact). Link to comment Share on other sites More sharing options...
ItsAValueTrap Posted August 16, 2014 Share Posted August 16, 2014 NO. It's referring to Liberty Ventures outstanding shares. Hmm. Liberty refers to Liberty Interactive Corporation, which consists of both Liberty Interactive Group and Liberty Ventures Group. So "Liberty" is ambiguous. But whatever... the $350M is going to Liberty Interactive Group. 2- Reading the S-1 filing more carefully, if the QVC/eCommerce split happened first, then BuySeasons would move to QVC. So the $350M presumably would end up at QVC. So it seems like Malone anticipates that QVC would have better buyback potential than eCommerce. Link to comment Share on other sites More sharing options...
ItsAValueTrap Posted August 18, 2014 Share Posted August 18, 2014 You know what... maybe I got it wrong. LINTA filed a 8-K today: http://www.sec.gov/Archives/edgar/data/1355096/000135509614000061/lint8-kbuyseasonsventuresg.htm On August 15, 2014, Liberty Interactive Corporation (the “Issuer”) effected a change in attribution of (a) its subsidiary, BuySeasons, Inc., from the Liberty Interactive tracking stock group to the Liberty Ventures tracking stock group and (b) $25,000,000 in cash from the Liberty Ventures tracking stock group to the Liberty Interactive tracking stock group. This change in attribution was effected in preparation for the Issuer’s previously announced spin-off of all of the capital stock of Liberty TripAdvisor Holdings, Inc., which is anticipated to occur on August 27, 2014, subject to the satisfaction or waiver of all conditions. Link to comment Share on other sites More sharing options...
guowei58 Posted September 24, 2014 Share Posted September 24, 2014 what happens to the deferred tax liabilities related to the Exchangeable notes if Sprint, MSI or CTL were to be acquired for cash? would these notes come due at face value, and then the DTL gets crystallized? Link to comment Share on other sites More sharing options...
ItsAValueTrap Posted September 24, 2014 Share Posted September 24, 2014 what happens to the deferred tax liabilities related to the Exchangeable notes if Sprint, MSI or CTL were to be acquired for cash? would these notes come due at face value, and then the DTL gets crystallized? IIRC the debentures get adjusted. A lot of the stocks underlying the various debentures have already been taken over. Link to comment Share on other sites More sharing options...
guowei58 Posted September 25, 2014 Share Posted September 25, 2014 what happens to the deferred tax liabilities related to the Exchangeable notes if Sprint, MSI or CTL were to be acquired for cash? would these notes come due at face value, and then the DTL gets crystallized? IIRC the debentures get adjusted. A lot of the stocks underlying the various debentures have already been taken over. When MMI was acquired for cash, LVNTA had to pay $110M of principal to the note holders. Below is from the 2011 10-K: Each $1,000 debenture of Liberty's 3.5% Exchangeable Senior Debentures (the "Motorola Exchangeables") is exchangeable at the holder's option for the value of 5.2598 shares of Motorola Solutions, Inc. and 4.6024 shares of Motorola Mobility Holdings, Inc., as a result of Motorola Inc.'s separation of Motorola Mobility Holdings, Inc. ("MMI") in a 1 for 8 stock distribution, and the subsequent 1 for 7 reverse stock split of Motorola, Inc. (which has been renamed Motorola Solutions, Inc. ("MSI")), effective January 4, 2011. Such exchange value is payable, at Liberty's option, in cash, MMI and MSI stock or a combination thereof. Liberty, at its option, may redeem the debentures, in whole or in part, for cash generally equal to the adjusted principal amount of the debentures plus accrued interest. As a result of a cash distribution made by Liberty in 2007 and principal payments made to holders of the Motorola Exchangeables, the adjusted principal amount of each $1,000 debenture is $809.90 , as of December 31, 2011 . Additionally, MMI is being acquired for cash which is a trigger for Liberty to repay a portion of the outstanding principal amount if the acquisition is completed. If the acquisition is completed it is estimated that Liberty would be required to make a cash payment of approximately $110 million toward the principal amount of the Motorola Exchangeables. Link to comment Share on other sites More sharing options...
guowei58 Posted September 26, 2014 Share Posted September 26, 2014 http://www.sec.gov/Archives/edgar/data/1606745/000104746914004609/a2220025zs-1.htm The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LTRPA"), being registered has been determined based upon the number of shares of Liberty Interactive Corporation's ("Liberty") .... Liberty = Liberty Interactive in the S-1 filing NO. It's referring to Liberty Ventures outstanding shares. Q: What transactions are occurring in connection with the Spin-Off other than those involved in the internal restructuring? A: In connection with the Spin-Off, a bankruptcy remote wholly-owned subsidiary of TripCo (TripSPV) intends to borrow up to $400 million in cash in margin loans (the Margin Loans), secured by our ownership interest in TripAdvisor, which will be held through TripSPV, and guaranteed by our company, from one or more third parties (the proceeds from such borrowing, the Loan Proceeds). As part of the internal restructuring, approximately $350 million of the Loan Proceeds will be distributed from TripCo to Liberty, and Liberty, within twelve months following the completion of the Spin-Off, will use all of the distributed portion of the Loan Proceeds received from TripCo to repurchase shares of Liberty common stock under its share repurchase program pursuant to a special authorization by Liberty's board of directors. See "Description of Certain Indebtedness." Again, it's not saying what you think it does. It gets to the same place at the end of the day - TripCo gets BuySeasons and $350M of cash (funded by the new debt at TripCo) moves back to LINTA. Whether some part or all of the $350M is attributable to BuySeasons or the whole thing is a dividend back up doesn't really matter except for tax purposes (to which end I have full confidence the Liberty team will do whatever actions are required to minimize tax impact). Based on mgmt commentary on the 2Q call, it seems the $350M will be used to buy stock at LINTA. But management is unclear on how this is accomplished since the $350M belongs to LVNTA shareholders (since TRIP was an attributed asset of LVNTA). I think LINTA will provide LVNTA with a note or something to account for this value. I can't find anything that would substantiate this claim, but it's the only thing that makes sense, or else LINTA shareholder gets $350M for free in the detriment of LVNTA shareholders. Link to comment Share on other sites More sharing options...
Liberty Posted October 15, 2014 Share Posted October 15, 2014 I'm suspecting a bunch of people here got some LVNTA stock today... How do you think about it? How do you value it? It's been a while since I looked at Ventures.. Link to comment Share on other sites More sharing options...
merkhet Posted October 16, 2014 Share Posted October 16, 2014 Anyone looking at Liberty TripAdvisor here? It seems to be trading at a 15% discount to its TripAdvisor ownership vs. 9% when they were spun out in August. Link to comment Share on other sites More sharing options...
Guest JoelS Posted October 19, 2014 Share Posted October 19, 2014 On October 9 LVNTA added 650m to share repurchase authorization, in addition to the 350m which can be used for both LINTA and LVNTA. Link to comment Share on other sites More sharing options...
sriraja Posted October 23, 2014 Share Posted October 23, 2014 A Good long talk by Greg on many Liberty companies including Ventures. http://fora.tv/2014/10/09/Maximizing_Media_Returns_in_a_Time_of_Secular_Change Link to comment Share on other sites More sharing options...
dwy000 Posted October 28, 2014 Share Posted October 28, 2014 Interesting comments from Wally Weitz on Malone's rationale for the converts in Liberty Ventures. http://www8.gsb.columbia.edu/valueinvesting/sites/valueinvesting/files/Graham%20%26%20Doddsville_Issue%2022_Fall%202014.pdf Link to comment Share on other sites More sharing options...
Liberty Posted October 28, 2014 Share Posted October 28, 2014 Interesting comments from Wally Weitz on Malone's rationale for the converts in Liberty Ventures. http://www8.gsb.columbia.edu/valueinvesting/sites/valueinvesting/files/Graham%20%26%20Doddsville_Issue%2022_Fall%202014.pdf Thanks. He also mentions Valeant and Transdigm, among others. Link to comment Share on other sites More sharing options...
Liberty Posted October 31, 2014 Share Posted October 31, 2014 LVNTA has been on fire since I got my distribution from LINTA. Up almost 27% in less than a month. Still no idea how to value it, but I'm holding on at least as long as there are buybacks. Link to comment Share on other sites More sharing options...
thefatbaboon Posted October 31, 2014 Share Posted October 31, 2014 LVNTA has been on fire since I got my distribution from LINTA. Up almost 27% in less than a month. Still no idea how to value it, but I'm holding on at least as long as there are buybacks. I must have got a different LVNTA because mine isn't >:( Link to comment Share on other sites More sharing options...
Liberty Posted October 31, 2014 Share Posted October 31, 2014 LVNTA has been on fire since I got my distribution from LINTA. Up almost 27% in less than a month. Still no idea how to value it, but I'm holding on at least as long as there are buybacks. I must have got a different LVNTA because mine isn't >:( I might have messed up my post spin-off cost basis calculation. I used the exchange ratio, but now I realize it probably wasn't that simple... Going to search for info on this later when I have time. How did you do it? Link to comment Share on other sites More sharing options...
thefatbaboon Posted October 31, 2014 Share Posted October 31, 2014 LVNTA has been on fire since I got my distribution from LINTA. Up almost 27% in less than a month. Still no idea how to value it, but I'm holding on at least as long as there are buybacks. I must have got a different LVNTA because mine isn't >:( I did mine at the $36.5 that we were "paid" for our $1.5bn in dig assets and $1bn cash. So, I figure I'm out of pocket! I might have messed up my post spin-off cost basis calculation. I used the exchange ratio, but now I realize it probably wasn't that simple... Going to search for info on this later when I have time. How did you do it? Link to comment Share on other sites More sharing options...
Liberty Posted October 31, 2014 Share Posted October 31, 2014 Well look what I found: http://libertyinteractive.com/stock-cost-basis.aspx Link to comment Share on other sites More sharing options...
thefatbaboon Posted October 31, 2014 Share Posted October 31, 2014 Well look what I found: http://libertyinteractive.com/stock-cost-basis.aspx I'm not sure what basis has to do with it. We bought x LVNTA shares at $36.50 for which we paid $1bn cash and various digital commerce assets valued at $1.5bn. Link to comment Share on other sites More sharing options...
Liberty Posted October 31, 2014 Share Posted October 31, 2014 Well look what I found: http://libertyinteractive.com/stock-cost-basis.aspx I'm not sure what basis has to do with it. We bought x LVNTA shares at $36.50 for which we paid $1bn cash and various digital commerce assets valued at $1.5bn. Are we talking about two different things? I'm talking about adjusting my cost basis for both QVCA and LVNTA for the purpose of capital gain calculation for taxes and such. The actual economic interest that was purchased can be different from that, of course. Link to comment Share on other sites More sharing options...
thefatbaboon Posted October 31, 2014 Share Posted October 31, 2014 Well look what I found: http://libertyinteractive.com/stock-cost-basis.aspx I'm not sure what basis has to do with it. We bought x LVNTA shares at $36.50 for which we paid $1bn cash and various digital commerce assets valued at $1.5bn. Are we talking about two different things? I'm talking about adjusting my cost basis for both QVCA and LVNTA for the purpose of capital gain calculation for taxes and such. The actual economic interest that was purchased can be different from that, of course. Ah! Ok, my mistake, I thought you were talking about how much we've made on the dividended shares since the dividend. Link to comment Share on other sites More sharing options...
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