IAC/InterActive Blasted for Jeeves Buy

There have been some very interesting developments with the announced purchase of Ask Jeeves (ASKJ) by Barry Diller’s IAC/Interactive Corp. (IACI). You would think they were buying some money-losing start-up based on the backlash from the investment community.

Analysts are mostly negative on the deal, even though Diller is getting a very profitable search company at a discounted price. When you have a vast network of commerce-related Internet sites across the web, it seems to make strategic sense to buy a search company to complement them. After all, web surfers can ask Jeeves where to get a great rate on a cruise and he can send them to Expedia or HotWire, both owned by IAC/Interactive.

Even still, debt agencies Moody’s and Standard and Poor’s are putting IAC’s debt on credit watch, hinting they might cut the company’s bonds to junk status (they currently are rated one notch above junk), citing the cash outlay needed to pay for the acquisition and invest in the business going forward.

The funny thing is that IAC paying for Jeeves with stock not cash, ASKJ is profitable and cash-flow positive, and the deal will be accretive in 2005. Diller actually wanted to pay cash, but Jeeves’ management asked for stock instead. Yes, you heard that right. A second-tier Internet company wanted to take stock, not cash, when it sold out. That is the first time I’ve ever heard of that happening.

Management at ASKJ explained that they wanted to have the ability to capitalize on the prospects for growth at the combined company in the future, and having a stake in the new company would allow for that. If that’s not a ringing endorsement for IACI shares at $21 a share, I don’t know what is. I happen to agree that IACI shares look relatively cheap.

Okay, back to these credit outlook downgrades. It is true that Diller intends to buy back 60% of the shares issued to Jeeves, in order to ensure the deal is accretive to earnings in 2005. Isn’t this a good thing? The rating agencies seem to think that the $1.1 billion needed to do this is going to put the company’s balance sheet in dire straits.

Maybe they are looking at the $1.15 billion of cash on IACI’s balance sheet at year-end and thinking that their cash will be wiped out by this deal. However, the company also has $2.4 billion worth of short-term marketable securities (mostly fixed income) and $1.6 billion of long-term investments (maturities of greater than 1 year) on the books as well. Ask Jeeves even has $110 million in cash itself. This company is hardly scrapping for cash. Yet, the yields on the firm’s 7% notes have widened to 160 bp over treasuries.

All of this negative talk seems to be an overreaction to me. IAC is set to spin off its travel business, to be named Expedia, and the stock is sitting near multi-year lows. If it falls to $20, or if the bonds continue to trade poorly on comments from Moody’s and S&P, I think investors should take a close look if they would like some Internet exposure in their portfolios.

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