How the Time Warner / AOL Spinoff Will Work for Shareholders

by: Ron Haruni

Time Warner (NYSE:TWX), the world’s largest media conglomerate, informed the Securities and Exchange Commission [SEC] on Monday of its plan to spin off its struggling Internet unit AOL Holdings LLC. The media giant said in a regulatory filing it intends to list AOL common stock on the New York Stock Exchange under the symbol “AOL.”

While the filing doesn’t provide any details in terms of timing or share distribution for the spin-off, it says that once the proposed separation is complete, Time Warner shareholders will own all of the outstanding interests in the online unit.

Dulles, Virginia-based AOL, which will be converted into a Delaware corporation and renamed AOL Inc. prior to the separation, merged with Time Warner in 2001 in what has been described as one of the most disastrous acquisitions in corporate history.

Time Warner also disclosed in its regulatory filing that it bought back on July 8, ‘09, Google’s (GOOG) 5% stake in the online unit for $283 million. The amount that Time Warner paid for Google’s stake implies an AOL valuation of about $5.7 billion. AOL was valued at more than $150 billion when merged with Time Warner eight years ago. Following Google’s stake purchase, the Internet company now becomes 100%-owned subsidiary of Time Warner.

Google originally purchased its AOL stake for $1 billion in December 2005, as part of a five-year advertising partnership between the two companies. While the internet search giant has now sold that stake back to Time Warner, the ads partnership between Goggle and AOL is not set to expire until 2010 — when it may yet be renewed, AOL said in the regulatory filing.

AOL is currently the number four Web gateway after Google, Microsoft (NASDAQ:MSFT) and Yahoo (YHOO), according to ComScore (SCOR).