Google's ITA Software deal -- just another day in the life?
Google's pending $700 million cash deal to buy ITA Software may have reverberated throughout the travel industry, but Google apparently doesn't consider it a "material definitive agreement" and didn't file a Form 8-K with the Securities and Exchange Commission about it.
In layman's terms, companies must file an 8-K when they enter into an agreement that would have a material impact on the company's well-being, but there are no definitive formulas that trigger a filing.
Form 8-K's are valuable to investors -- and journalists -- because they sometimes provide additional detail about an agreement that hasn't been publicly disclosed.
Google's $700 million agreement to acquire ITA is the largest deal Google has announced so far in 2010, but with $23.7 billion in 2009 revenue, it is not going to make or break the company and didn't, in Google's view, require detailing in an 8-K.
Google indeed closed on a larger deal in 2010, its $750 million stock purchase of AdMob, but the deal was announced in late 2009. Google indeed filed an 8-K for the slightly-larger-than ITA and stock-based AdMob acquisition.
The ITA deal is part of a Google buying binge as the company has acquired or announced its intention to acquire 20 companies over the last 12 months, according to Business Week.
In fact, Google is on pace to be the biggest buyer of venture-backed startups in 2010, and this acquisition pattern breaks with much of Google's historical shopping behavior, Business Week says.
Google's acquisition track record largely has been to go after acquisitions smaller in scope than ITA and with less frequency than some tech buyers, although Google did buy YouTube for $1.65 billion in 2006, Doubleclick for $3.1 billion in 2007, and AdMob for $750 million in 2010, Business Week says.
So, while Google's announcement of the ITA deal -- replete with investor conference call, a microsite and a likely antitrust probe -- was not business as usual for Google, it wasn't earth-shattering, either.