NEW YORK, July 30, 2014 -- On July 30, 2014, Liberty Interactive Corporation (“Liberty”), Provide Commerce, Inc., an indirect wholly owned subsidiary of Liberty (“Provide Commerce”) and FTD Companies, Inc. (“FTD”) entered into a Stock Purchase Agreement, pursuant to which FTD will acquire from Liberty all of the outstanding shares of common stock of Provide Commerce for an aggregate purchase price of approximately $430 million, consisting of approximately $122 million in cash and shares of FTD’s common stock representing 35% of the issued and outstanding shares of FTD’s common stock as of July 29, 2014. The transaction will be financed in part by a new term loan facility of FTD in the aggregate principal amount of $130 million.
Concurrently with the closing of the transaction, Liberty and FTD will enter into an Investor Rights Agreement that entitles Liberty to proportional representation on FTD’s board of directors and registration rights and subjects Liberty to certain standstill and transfer restrictions.
Baker Botts represented Liberty in connection with the transaction.
Baker Botts Lawyers/Office Involved:
Corporate: Jonathan Gordon (Partner, New York); Buzz McGrath (Partner, New York); Renee Wilm (Partner, New York); Brendan Dignan (Associate, New York); Brittany Uthoff (Associate, New York); Francesca Djerejian (Associate, New York)
Tax: Tamar Stanley (Partner, Washington); Scott Langley (Special Counsel, New York)
Employee Benefits: Rob Fowler (Partner, Houston); Stephanie Jeane (Associate, Houston)
IP: Robert Maier (Partner, New York); Guy Eddon (Associate, New York)
Finance: Alison Boren (Partner, Dallas); Peter Glenn (Associate, New York)
Antitrust: Paul Cuomo (Partner, Washington); Ryan Foley (Associate, Washington); Matthew Adler (Associate, Washington)
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