AOL To Go Public On December 10th Without TMZ In The Portfolio

Posted Nov 16, 2009

When AOL was at its highest value, the company was worth about $240 billion. Back in 2000 AOL purchased Time Warner for $164 billion as part of a merger structure. The new company would be called AOL Time Warner. The deal was announced on January 10, 2000 and was filed on February 11, 2000. The FTC cleared the deal on December 14, 2000 and the merger was completed on January 11, 2001.

AOL shareholders owned 55% of the merged company and Time Warner shareholders owned 45%. America Online’s Internet Service Provider division drastically declined. AOL Time Warner had to report a loss of $99 billion in 2002 which was the largest loss ever reported by a company. Steve Case ended up resigning from the Time Warner Board of Directors on October 31, 2005. Ever since then the future of AOL was unknown. Time Warner wanted to spin off AOL from their own company for a very long time.

That issue has officially been resolved today. AOL will be officially spinning off from Time Warner on December 9, 2009. AOL stock will begin trading the next day. Investors that have 11 shares of Time Warner will receive 1 share of AOL on the day that the stock goes public. Time Warner has a market cap of $38 billion so that gives AOL a value of $3.2 billion.

When AOL goes public, one of the brands that they will be leaving with Time Warner is celebrity gossip blog TMZ was created out of a partnership between AOL and Telepictures Productions. Telepictures is a subsidiary of Time Warner. AOL and Telepictures split the revenues of TMZ evenly. In 2008, TMZ made about $12.7 million for AOL so the company made $25.4 million total for the year. Up until this September of this year, earned $12.4 million total.

AOL will trade under the NYSE with the stock symbol “AOL.” AOL was trading in the NYSE before it merged with Time Warner back in the day too. The full press release is available after the jump:

Time Warner Declares Spin-off Dividend of AOL Shares

Record and Distribution Dates and Final Distribution Ratio Announced

NEW YORK?(BUSINESS WIRE)?Nov. 16, 2009?Time Warner Inc. (NYSE:TWX) and AOL Inc. today announced the timing and details regarding the spin-off of AOL from Time Warner.

The Time Warner board of directors has approved the final distribution ratio and declared a pro rata dividend of the shares of AOL common stock owned by Time Warner that will result in the complete legal and structural separation of the two companies.

On the distribution date of December 9, 2009, Time Warner stockholders of record as of 5 p.m. on November 27, 2009, the record date for the distribution, will receive one share of AOL common stock for every eleven shares of Time Warner common stock they hold.

Fractional shares of AOL common stock will not be distributed to Time Warner stockholders. Instead, the fractional shares of AOL common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Time Warner stockholders who would otherwise be entitled to receive a fractional share of AOL common stock.

No action or payment is required by Time Warner stockholders to receive the shares of AOL common stock. Stockholders who hold Time Warner common stock on the record date will receive a book-entry account statement reflecting their ownership of AOL common stock or their brokerage account will be credited with the AOL shares. An Information Statement containing details regarding the distribution of the AOL common stock and AOL?s business and management following the AOL spin-off will be mailed to Time Warner stockholders prior to the distribution date.

The AOL spin-off has been structured to qualify as a tax-free dividend to Time Warner stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable. Time Warner stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the AOL spin-off.

Shares of Time Warner common stock will continue to trade ?regular way? on the New York Stock Exchange (?NYSE?) under the symbol ?TWX? through the distribution date of December 9, 2009, and thereafter. Any holders of shares of Time Warner common stock who sell Time Warner shares regular way on or before December 9, 2009, will also be selling their right to receive shares of AOL common stock. Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling Time Warner common stock on or before the distribution date.

AOL common stock will begin trading on a ?when-issued? basis on the NYSE under the symbol ?AOL WI? beginning on November 24, 2009. On December 10, 2009, when-issued trading of AOL common stock will end and ?regular-way? trading under the symbol ?AOL? will begin. The CUSIP number for the AOL common stock will be 00184X 105 when regular-way trading begins.

Time Warner and AOL have entered into a Separation and Distribution Agreement and several other agreements related to the AOL spin-off. The completion of the AOL spin-off is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the AOL common stock being declared effective by the Securities and Exchange Commission (?SEC?), the AOL common stock being authorized for listing on the NYSE and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form 10. The condition relating to the authorization of the AOL common stock for listing on the NYSE has been satisfied, and today AOL sent a letter to the SEC requesting that the Form 10 be declared effective. Time Warner and AOL expect all other conditions to the AOL spin-off to be satisfied on or before the distribution date.