NEW YORK -- USA Networks' decision to back out of its agreement to
acquire National Leisure Group has a price tag: $20 million, plus
interest.
That payment, however, does not go to cruise and vacation
packager NLG -- it goes to Expedia, once USA takes a majority stake
in the online agency.
That revelation was part of a Nov. 9 Expedia/USA Securities
& Exchange Commission filing.
If the USA-Expedia deal closes -- and it is scheduled to be
consummated in the fourth quarter -- then USA will give Expedia $20
million plus 7% interest within six months unless the two parties
agree on different timing, according to the companies.
The payment essentially is an intercompany funds transfer, since
USA would have majority control of Expedia, said R. Bailey Dalton,
vice president of C.E. Unterberg Towbin. She noted that both
companies have plenty of cash and speculated that Expedia could put
the money toward future acquisitions.
When USA and Expedia cut the July deal for USA to take a
controlling stake in Expedia, USA also intended to acquire NLG. The
USA-Expedia negotiations produced a two-year option for Expedia to
acquire NLG from USA -- with the provision that Expedia would get
the $20 million if the USA-NLG pact fell through.
In October, USA terminated its acquisition agreement with NLG
and opted instead to become a $20 million minority investor in the
Woburn, Mass., cruise and vacation provider.
Also revealed in the SEC filing on the USA-Expedia agreement was
that Expedia will get a two-year option to purchase one-third of
USA's initial equity interest in its 24-hour travel shopping
channel, currently under development.
In addition, USA will give Expedia $75 million in advertising,
marketing and promotional time on USA's media outlets over the next
five years.
The USA-Expedia-NLG alliance is the foundation for USA's plans
for its interactive travel channel. NLG will provide cruise and
vacation content and plans call for the cable program to be
integrated with Expedia's Web presence.
NLG is a privately held company that did $200 million in gross
sales in fiscal 2000.