Liberty Interactive Corporation Announces Reattribution Of Digital Commerce Businesses And Dividend On Liberty Interactive Tracking Stock

Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq: LINTA, LINTB, LVNTA, LVNTB) today announced that its board of directors approved the change in attribution from the Liberty Interactive Group to the Liberty Ventures Group of its digital commerce companies, which were valued at $1.5 billion, and $1 billion in cash. In return, Liberty Interactive Group shareholders will receive approximately 67.67 million shares of Liberty Ventures common stock or approximately 0.14 of a Liberty Ventures share for each share of Liberty Interactive Group common stock outstanding on the record date 1. Liberty’s digital commerce companies are comprised of,, CommerceHub, Evite, Provide Commerce and The Right Start.

“We are excited to introduce the QVC Group which focuses on our leadership position in video commerce, enables a cleaner comparable analysis and provides for more targeted share repurchase and equity incentives,” said Greg Maffei, Liberty Interactive President and CEO. “The Liberty Ventures Group is projected to have over $2.7 billion in cash by year end which we can invest in a wide set of opportunities in TMT, including digital commerce."

In exchange for the digital commerce companies and $970 million of cash (collectively, the “Reattributed Assets”), an inter-group interest in Liberty Ventures Group was created in favor of the Liberty Interactive Group, which we now refer to as the QVC Group. This inter-group interest is represented as a number of Liberty Ventures shares that will be issued to the QVC Group, which we refer to as the “Inter-Group Interest Shares” (as calculated below). Immediately following the reattribution, which is effective immediately, Liberty Interactive’s board declared a dividend of the Inter-Group Interest Shares to the holders of QVC Group common stock in full elimination of the inter-group interest. In connection with the payment of the dividend, typical antidilution adjustments will be made to outstanding QVC Group equity incentive awards, and the Liberty Interactive board has reattributed $30 million in cash (outside of the Reattributed Assets) to the Liberty Ventures Group relating to its assumption of liabilities related to those awards.

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