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Table of Contents
which IAC sold its common and preferred interests in VUE (June 2005) and the acquisition of Cornerstone Brands, Inc. ("Cornerstone Brands")
(April 2005).
In November 2006, IAC sold PRC, LLC, its Teleservices subsidiary. In June 2007, the Company sold its German TV and internet retailer,
HSE Germany. In June 2008, the Company sold EPI and on August 20, 2008, IAC completed its previously announced plan to separate into five
publicly traded companies:
•
IAC, which includes:
• the businesses comprising its Media & Advertising (now Search) segment;
• the Match and ServiceMagic segments;
•
the businesses comprising its Emerging Businesses (now Media & Other) segment, including Shoebuy and
ReserveAmerica, which were previously included in the former Retailing and Ticketmaster segments, respectively;
• and certain investments in unconsolidated affiliates.
•
HSN, Inc. ("HSNi"), which then included HSN TV,
HSN.com
and the Cornerstone Brands portfolio of catalogs, websites and
retail locations;
• Interval Leisure Group, Inc. ("ILG"), which then included the businesses that comprised the former Interval segment;
•
Ticketmaster, which then included Ticketmaster's primary domestic and international operations, as well as certain investments in
unconsolidated affiliates; and
• Tree.com, Inc. ("Tree.com"), which then included the businesses that comprised the former Lending and Real Estate segments.
We refer to this transaction as the "Spin-Off". Immediately following the Spin-Off, IAC effected a one-for-two reverse stock split.
In January 2009, we sold ReserveAmerica and acquired MarketHardware, Inc., an online provider of marketing solutions for home services
businesses. In June 2009, we sold the European operations of Match.com to Meetic, a leading European online dating company based in France,
in exchange for a 27% interest in Meetic and a €5 million note. In July 2009, we acquired PeopleMedia, a leading operator of targeted dating
sites. In February 2010, we announced the formation of joint venture between Match.com and Meetic, through which we intend to provide
personals services in certain countries in Latin America.
For additional information concerning certain of these transactions, see "Item 7—Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Item 8—Consolidated Financial Statements and Supplementary Data—Note 16".
EQUITY OWNERSHIP AND VOTING CONTROL
IAC has outstanding shares of common stock, with one vote per share, and Class B common stock, with ten votes per share and which are
convertible into common stock on a share for share basis. As of the date of this report, Liberty Media Corporation ("Liberty") owns 100% of
IAC's outstanding Class B common stock and no longer owns any shares of IAC common stock. Assuming the conversion of all of the
outstanding shares of Class B common stock to common stock, Liberty would own approximately 11% of IAC's outstanding common stock.
Subject to the terms of an amended and restated stockholders agreement, dated as of August 9, 2005, between Liberty and Mr. Diller,
Mr. Diller has an irrevocable proxy to vote shares of IAC common stock and IAC Class B common stock held by Liberty. As of the date of this
report,
2