Author
[email protected] [email protected]
Date published
December 23, 2005
Categories
I got a research note from
Ben Schachter over at
UBS
Investment Research flagging that Google has now filed an 8-K form on the
AOL deal that sheds light on some new details, include rolling its AOL stake
into a new company that it can take public in 2008. You’ll find the filing
here. Highlights below:
- Some of the exact details of the agreement are still being worked out.
That’s expected to complete the first quarter of next year.
- Should some details not be agreed, a resolution will be reached through
binding arbitration.
- Google is going to hold its 5 percent share of AOL through a new limited
liability company (either called HoldCo or that being the term used to
indicate a yet to be named holding company)
- Google can sell the HoldCo interests in a public offering as of July 1,
2008 or afterward (so you’re were
right, John — it
is a second IPO, but in a different way than you thought!).
- AOL can prevent a sale by exercising its right to purchase HoldCo from
Google at an appraised fair market value.
- The deal runs for five years, substantially longer than any previous deal
Google and AOL have had.
- It covers AOL being able to sell text ads on its own site in addition to
carrying the same type ads from Google.
- It covers AOL being able to sell display ads on the Google network.
- It covers AOL being promoted on Google “consistent with Google
principles,” plus AOL receiving ad credits.
- Google will fund marketing efforts for AOL through third party media
outlines to promote agreed upon properties.
- It covers the previously
promised
help for AOL and Time Warner to understand how to be indexed by Google better:
“We have agreed to assist AOL and Time Warner in understanding our published
and/or publicly available tools for improving the accessibility of a web
site?s content to Google?s web crawlers.”
- Google Talk users will have to register their names with AIM in order to
interact with AIM clients.