John Malone has structured TripAdvisor Inc. like he’s ready to make a deal, including a possible sale to  either Priceline Group Inc. (Nasdaq: PCLN) or Expedia Inc. (Nasdaq: EXPE).

Malone, chairman of Liberty Interactive Corp. as well as several sister companies whose names start with Liberty, is known for engineering complex and lucrative financial arrangements. In August, he did a tax-free spinoff of Liberty Interactive’s controlling interest in TripAdvisor, a $9.7 billion website where users write reviews for vacation resorts.

That transaction may soon lead to another.

There are two ways it could work: TripAdvisor, to gain its independence, could choose to buy out shareholders of the $1.8 billion holding company, which is called Liberty TripAdvisor Holdings Inc. Or, larger rivals Priceline Group or Expedia could buy the holding company to seize control.

“John Malone is in the business of maximizing the value of his holdings,” said Joseph Stauff, a New York-based analyst on the event-driven/special situations team at Susquehanna Financial Group LLP. “He’s got a stake in a publicly traded company and he’s trying to get a premium valuation on that. How does he do it? He punts out his holding in TripAdvisor knowing damn well that more than just TripAdvisor wants to bid for it.”

Courtnee Ulrich, a spokeswoman for Englewood, Colorado- based Liberty TripAdvisor, didn’t return a phone call or e-mail seeking comment. Kevin Carter, a spokesman for Newton, Massachusetts-based TripAdvisor, declined to comment.

TripAdvisor’s fate is technically now in the hands of Greg Maffei, the chief executive officer of Liberty TripAdvisor, because Malone swapped his voting shares for Maffei’s common shares in December. Malone probably would still want to sign off on any potential deal, and given the pair’s history of working in tandem, the share swap doesn’t mean Malone is detached from the outcome.

Malone and Maffei have worked as partners on multiple businesses. Malone is chairman of Liberty TripAdvisor, Liberty Ventures, Liberty Interactive and Liberty Media Corp., while Maffei is CEO of all four. Maffei is also chairman of the Starz network and Live Nation Entertainment Inc. -- billionaire Malone is an investor in both.

Maffei said during an investor presentation in November that Liberty TripAdvisor and TripAdvisor could eventually become one entity but that nothing was planned.

“We’ll see what the future brings,” he said.

February marks six months since the spinoff. Typically, a six-month to two-year waiting period is required before any subsequent merger can take place without triggering tax implications.

Merging Liberty TripAdvisor and TripAdvisor seems like the most likely eventual outcome, with the remaining question being what kind of a takeover premium is paid to shareholders, said Stauff of Susquehanna and Robert Routh, an analyst for FBN Securities.

That said, TripAdvisor would be an appealing target for Priceline or Expedia, the two largest online travel agents in the U.S., as well as Google Inc., they said. TripAdvisor was spun off from Expedia in 2011 and has since grown to attract more than 315 million average monthly unique visitors to its websites. TripAdvisor’s stock price has more than doubled over that time.

Analysts project that its revenue growth will continue to exceed that of Priceline and Expedia for the foreseeable future, according to estimates compiled by Bloomberg.

“TripAdvisor is linked to all the major sites and it’s become the go-to search engine for travel,” he said in a phone interview. “Once you become the go-to place and attract more eyeballs than anybody else, your value is irreplicable. Or if it is replicable, it’s at a very high cost.”

A representative for Norwalk, Connecticut-based Priceline declined to comment on whether the company is interested in a takeover of Liberty TripAdvisor. Representatives for Bellevue, Washington-based Expedia and Google, in Mountain View, California, didn’t respond to requests for comment.

The industry leaders have been consolidating Web and mobile-booking services to add users, expand internationally and drive growth. Priceline, which has a market value of $53 billion, scooped up travel site Kayak Software Corp. in 2012 and restaurant-reservation service OpenTable Inc. in 2014, for $1.8 billion and $2.6 billion, respectively.

Expedia, valued at $11 billion, purchased Travelocity last month for $280 million, following last year’s acquisition of Australia’s Wotif.com Holdings Ltd. for about $650 million.

Malone’s Liberty Media has a stake in Expedia, which the company has discussed exiting.

While Malone and Maffei are probably planning an eventual merger of Liberty TripAdvisor and TripAdvisor, a sale to another company is possible if the price is right, said Routh.

“If Priceline comes in with a sweetheart deal that Greg Maffei just can’t say no to, could he sell Liberty TripAdvisor? Yes,” Routh said. “TripAdvisor is not in control of its own destiny.”

 

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