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Updated: Time Warner May Retain AOL Online India Pvt Ltd

Update: We’ve just received a response from an AOL India spokesperson, categorically stating that AOL will retain AOL India:

“We would like to clarify and state that these reports are based on a misreading of our SEC filing and drew the wrong conclusion. AOL India, is an integral part of AOL’s operations and will remain with AOL once the separation from Time Warner is complete.”

Original story (Oct 27, 2009, 00:09 AM IST): AOL, in a filing with the USA’s Securities & Exchange Commission (SEC), has said that Time Warner might choose not to have “AOL LLC transfer its shares in AOL Online India Private Limited (the “AOL Online Shares”) in the Asset Distribution,” reports PaidContent. The Asset Distribution involves the transfer of AOL LLC assets and liabilities to AOL the yet-to-be-formed listed entity AOL.

AOL has two companies registered in India – AOL Online India Private Limited and AOL Interactive Media India Private Limited. The company operates the website AOL.in in the country, launched two years ago. It’s important to note that AOLs International business is headquartered in India, and with over 1000 employees, India has employs the largest number of employees for AOL outside of the United States. International employees primarily support AOLs US operations. AOLs call center operations had been acquired by Aegis in March 2008.

We’ve contacted AOL for comments on why Time Warner wants to keep the option to retail AOL India open.

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The text of the filing (check Step 4):

Internal Transactions

The Internal Transactions will take place in the following steps, all of which have occurred or will occur prior to the Distribution in the following order, unless otherwise determined by the Parties:

Step 1: Conversion of TWA to a Limited Liability Company. On             , 2009, TWA filed with the Virginia Secretary of State, pursuant to Section 13.1-722.9 of the Virginia Code, the documentation necessary to become a Virginia limited liability company named TW AOL Holdings LLC (the “TWA Conversion”).

Step 2: Existing AOL Inc. Name Change. On             , 2009, AOL Inc., a direct wholly owned Subsidiary of AOL LLC, filed with the Delaware Secretary of State, pursuant to Section 242 of the Delaware General Corporate Law, the documentation necessary to change its name to “Original AOL Inc.” (the “Existing AOL Inc. Name Change”).

Step 3: Conversion of AOL Holdings to a Corporation. On             , 2009, AOL Holdings filed with the Delaware Secretary of State, pursuant to Section 18-216 of the Delaware Limited Liability Company Act (the “DLLC Act”), the documentation necessary to convert to a Delaware corporation and to change its name to AOL Inc. (the “AOL Conversion”).

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Step 4: Distribution of AOL LLC Assets and Assumption of Liabilities. AOL LLC will transfer the AOL Assets to AOL (the “Asset Distribution”), and AOL shall assume the AOL LLC Liabilities, pursuant to the Assignment and Assumption Agreement. Notwithstanding the foregoing, TWX may determine not to have AOL LLC transfer its shares in AOL Online India Private Limited (the “AOL Online Shares”) in the Asset Distribution.

Step 4A: Transfer of AOL Online Shares. If the AOL Online Shares are not distributed to AOL prior or pursuant to the Asset Distribution, following the Asset Distribution, AOL LLC will transfer the AOL Online Shares to AOL Mauritius Services Ltd. (the “AOL Online Transfer”).

Step 5: AOL LLC Name Change. AOL LLC will file with the Delaware Secretary of State, pursuant to Sections 18-103 and 18-202 of the DLLC Act, the documentation necessary to change its name to “Historic AOL LLC” (the “AOL LLC Name Change”).

Step 6: First AOL LLC Distribution. AOL will transfer all of the membership interests in AOL LLC to TWX and TWA LLC, on a pro rata basis in respect of the AOL Common Stock held by TWX and TWA LLC, respectively (the “First AOL LLC Distribution”).

Step 7: Second AOL LLC Distribution. TWA LLC will transfer all of its membership interests in AOL LLC to TWX in respect of the membership interests of TWA LLC held by TWX (the “Second AOL LLC Distribution”).

Step 8: Internal Distribution. TWA LLC will transfer all of the AOL Common Stock that it owns to TWX in respect of the membership interests of TWA LLC held by TWX (the “Internal Distribution”).

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Step 9: Payables Transactions. TWX and AOL shall settle the Payables Transactions.

Step 10: AOL Share Recapitalization. Whether before, after or simultaneously with Step 9 above, TWX will cause the recapitalization of AOL so that the number of outstanding shares of AOL Common Stock will be equal to the number of shares that will be distributed in the Distribution (the “Recapitalization”).

Related:

— Time Warner To Hive Off AOL; Implications For AOL India
— It’s Official: Bebo Launched In India; Partners With Real Broadcasting

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Written By

Founder @ MediaNama. TED Fellow. Asia21 Fellow @ Asia Society. Co-founder SaveTheInternet.in and Internet Freedom Foundation. Advisory board @ CyberBRICS

MediaNama’s mission is to help build a digital ecosystem which is open, fair, global and competitive.

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