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Barry Diller and USA Interactive are bringing three Internet brokers under one roof. On March 19, CEO Diller announced that his New York�based media business would spend $3.3 billion in stock to buy the 46 percent of online travel agent Expedia, Inc., that USAI doesn’t already own. A majority of the shareholders of Expedia other than USAI must approve the transaction. Diller’s first target was Ticketmaster, the Los Angeles�based electronic ticket broker. In October 2002 USAI spent $732 million to aquire the 33.5 percent of Ticketmaster it didn’t then own. Diller next went after Hotels.com, a Dallas company that sells lodging reservations online. On April 10 USAI announced that it would spend $1.1 billion in stock to buy the 32 percent of Hotels.com owned by public shareholders. After buying its controlled subsidiaries, USAI also announced, on May 5, that it would spend $722 million in stock to acquire Charlotte, North Carolina�based Lending Tree, Inc., a Web-based loan provider. For acquiror USA Interactive (New York) In-house: General counsel Julius Genachowski, deputy general counsel David Ellin, and associate general counsel Joanne Hawkins. Wachtell, Lipton, Rosen & Katz (New York): Corporate: Andrew Nussbaum, Pamela Seymon, and associates Margaret Isa, Martin Lebwohl, and Arrie Park. Tax: Jared Rusman and associate David Passey. Employee benefits: Michael Katzke and associate Jeremy Goldstein. Wachtell has represented Diller for years, and, after Diller joined USA Interactive in 1995, the firm began to do work for the company as well. Wachtell represented USAI in its purchase of a controlling stake in Expedia from Microsoft Corporation last year. Preston Gates & Ellis (Seattle): Corporate: C. Kent Carlson, Richard Dodd, Jonathan Fisher, William Gleeson, and associates Vincent Ricci, Devin Stockfish, and Kris Withrow. Litigation: David Lenci and associate Robert Dzielak. Wachtell recommended Preston Gates to handle the Washington State law issues in the deal. Preston Gates is well versed on Expedia, since the firm is longtime counsel to Microsoft Corporation, which founded Expedia in 1996. For target Expedia, Inc. (Bellevue, Washington) In-house: General counsel Mark Britton. Perkins Coie (Seattle): David Clarke, Stewart Landefeld, Evelyn Cruz Sroufe, and associates Ryan Arai and S. Paul Sassalos. Perkins began representing Expedia shortly after USAI bought a controlling stake in the company, and Expedia has continued to use Perkins for corporate work. For the special committee of Expedia independent directors Shearman & Sterling (New York): M&A: Peter Lyons, counsel Emery Mitchell, and associates Zachary May, Daniel Schafer, and Ann Woo. Executive compensation and employee benefits: Doreen Lilienfeld. Tax: Laurence Crouch and associate Eileen O’Pray. Litigation: Alan Goudiss. (Mitchell, May, and Woo are in San Francisco. Crouch and O’Pray are in Menlo Park, California.) Shearman represented Expedia when Microsoft sold its controlling stake in the company to USAI.

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