Will AOL go private?

By Felix Salmon
August 31, 2011

Some companies are in growth businesses; the stock market, as a rule, tends to love them. Other companies are in an inexorable secular decline; they tend to get punished by equity investors. There’s a good reason for that: stock-market investors are looking for stocks which go up over time, rather than stocks which are going to zero while paying out as much in dividends as they can along the way.

If you want an example of a business which is in a certain secular decline, it’s hard to come up with a better one than AOL’s hugely profitable dial-up business. And so it makes a lot of sense that, as Claire Atkinson reports today, AOL is looking at the idea of going private — perhaps with a sale to KKR. This is not a particularly revolutionary idea: Jonathan Berr has pushed it, and Bloomberg called it AOL’s “last, best hope”. AOL is on the record as having hired the most high-powered M&A advisors in the world; they’re no idiots, and only idiots wouldn’t look at a buy-out option for a company trading at a significant discount to its book value.

If I were a potential private-equity buyer, though, I’d do a sum-of-the-parts analysis and rapidly come to the conclusion that Tim Armstrong’s strategy is too much risk for too little potential reward. Take AOL, and sell off the non-core assets — things like Moviefone, MapQuest, AIM, and Advertising.com. What’s left? The AOL/HuffPo traffic-and-content monster, on the one hand, and the dial-up business, on the other. Armstrong’s idea is that you use the cashflows from the latter to beef up the former, so that when the dial-up revenue eventually disappears, the dial-up caterpillar has transformed itself into a glorious web-publishing butterfly. (Sorry, MSN.)

The problem is that the transformation from caterpillar to butterfly is extremely inefficient — there’s a lot of work and energy involved, to achieve a result which can be fleeting and fragile.

Now private-equity shops are actually a good place to quietly work hard on putting exactly that kind of strategy into effect. Without being distracted by the need to produce strong quarterly results, executives can concentrate on building businesses which are going to be worth lots of money over the long term.

But there’s no precedent for the idea that throwing hundreds of millions of dollars at a web content company will make it big and strong and self-sufficient. Expensive web content is expensive, especially when you’re trying to build out a network of thousands of locally-staffed sites. Meanwhile, profitable websites tend to be run on the cheap — including HuffPo, before it was bought by AOL. If I wanted to make a long-term for-profit investment in a website built on the genius of Jonah Peretti, I’d choose BuzzFeed over HuffPo any day.

So the ruthless logic of the market would seem to imply that the best thing to do with the dial-up business and the content business is to tear them apart. The dial-up business, on its own, is ripe for a managed decline, where you extract as much money as possible before it finally dies. Private equity companies do that kind of thing very well.

Meanwhile, the content business is still attractive, to someone — probably Yahoo, is my guess.

There’s a lot of deals to be done here, then. But the easy way to do it would be to simply sell all of AOL to KKR right now, at an attractive premium to the current share price. Then let KKR sell off all the content bits and pieces to Yahoo and/or others, leaving it with a dial-up business throwing off lots of juicy, high-margin cash.

Would Tim Armstrong do such a deal, though? That’s the big question. AOL’s share price — $15.68, this morning — is well below the $27 at which he took the company public at the end of 2009; his tenure there, if he sold the company for a price somewhere in the $20s, is likely to be considered a failure. So then it’s worth looking to how tough-minded AOL’s board is. Any insights on that front?

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