2015-09-09

Yahoo Withdraws Request for IRS Ruling on Spinoff of Alibaba Shares

YAHOO 5-day stock chart
YAHOO 5-day stock chart (source: google.com)
Above: Yahoo $YHOO shares fell on news that Yahoo had withdrawn its request for IRS private letter ruling on spinoff plan for its Alibaba shares $BABA 


Video above - Yahoo: IRS denies request for tax ruling on Alibaba share spinoff (CNBC.com)

Pursuant to a Form 8-K filed with the SEC, Yahoo has updated information concerning its planned spinoff Aabaco which would hold all of Yahoo's stock in Alibaba $BABA -- excerpts:

"On January 27, 2015, Yahoo! Inc. (“Yahoo” or the “Company”) announced a plan for a spin-off of all of Yahoo’s remaining holdings in Alibaba Group Holding Limited (“Alibaba”) into a newly formed independent registered investment company. As previously disclosed, the name selected for the new company is Aabaco Holdings, Inc. (“Aabaco”). The stock of Aabaco will be distributed pro rata to Yahoo stockholders, resulting in Aabaco becoming a separate publicly traded registered investment company. On July 17, 2015, Aabaco filed its initial Registration Statement on Form N-2 with the U.S. Securities and Exchange Commission (the “SEC”). Upon completion of the transaction, Aabaco would own, directly or indirectly, all of Yahoo’s remaining 384 million Alibaba shares, and a 100 percent ownership interest in Aabaco Small Business, LLC (“ASB”), a newly formed entity which will own Yahoo Small Business, a current operating business of Yahoo that will also be transferred to Aabaco as part of the transaction...

"On February 26, 2015, Yahoo submitted to the IRS a request for a private letter ruling with respect to whether Aabaco’s ownership and operation of ASB would satisfy the active trade or business requirement (the “ATB Requirement”) under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”) ... On September 2, 2015, the IRS notified Yahoo’s counsel that it had determined, in the exercise of its discretion, not to grant the requested ruling. At the same time, the IRS indicated that it had not concluded that the proposed spin-off transaction was taxable and therefore was not ruling adversely on the request. Following receipt of such notification, Yahoo withdrew its request for a ruling on September 2, 2015.

"Subsequent to the IRS’s decision with respect to its ruling request, Yahoo confirmed with its tax counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), that the discretionary decision by the IRS not to grant Yahoo’s ruling request with respect to the ATB Requirement did not reflect any change in U.S. tax law with respect to the tax-free treatment of the proposed spin-off and would not affect Skadden’s ability to render an opinion that, under current law and subject to certain factual representations and assumptions, the currently proposed spin-off will satisfy all of the requirements for tax-free treatment under the Code, including the ATB Requirement. Work proceeds on the pending Aabaco spin-off plan. Yahoo’s Board of Directors will continue to carefully consider the Company’s options, including proceeding with the spin-off transaction on the basis of an opinion of counsel."

Domain names:  

  • aabacoholdings.com does not resolve (Sep 08, 2015)
  • luminate.com: Yahoo! Small Business is becoming Luminate: I am excited to share with you that Yahoo Small Business, as part of Aabaco, is expected to be spun off from Yahoo later this year, and will be reborn as Luminate, from Aabaco Small BusinessLearn more.
  • yahoo.com
  • investor.yahoo.net - (Yahoo investors relations)
  • alibabagroup.com
  • alibaba.com

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