Facebook Gives Match’s Parent A Reason To Split

Barry Diller has a love rival. Facebook’s (FB) official entry into the online dating market poses a challenge for Match Group (MTCH), the $22 billion parent of Tinder controlled by the U.S. media mogul’s IAC/InterActiveCorp. That gives Diller a good reason to pursue the idea of setting Match free from its current ownership arrangement, which could leave the company, Diller and his investors better off.

The dating group led by Mandy Ginsberg has sparkled: Over the past five years, Match’s stock handed shareholders twice the total annualized return of Facebook’s and beat the S&P 500 Index by even more. That has helped IAC, Diller’s conglomerate, which owns roughly 80% of Match and holds almost all its votes.

Simplifying Match’s ownership, say by parceling the shares out directly to IAC shareholders, has certain benefits. It removes a layer of management freeing Match to answer to shareholders rather than a corporation. Ginsberg and her team would have a wider berth to use Match’s nearly $600 million of annual free cash flow to make acquisitions.

The Facebook threat makes that agility more valuable. Match shares are down around 8% in the two weeks since the $542 billion social network said it was launching its U.S. dating service. Facebook has challenges, not least its privacy breaches, but Match is taking the threat seriously. It’s diversifying into online video, for example, with an apocalypse-themed show to give users something to talk about on awkward first dates.

Diller even has a chance to strengthen his own control. Match has two types of stock, and IAC’s 226 million shares are mostly the supervoting kind. Those would have to be handed out equally to IAC shareholders based on the number of IAC shares they hold. Diller would get around 7% of them.

But Diller also holds supervoting stock in IAC. If his parcel of Match shares keeps its bonus voting powers, and those going to regular IAC investors get converted into conventional Match stock, Diller would emerge with a little less than 40% of Match’s total votes, held directly rather than through his holding company. There would then be no question who’s the real matchmaker.

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