Yahoo Tries To Avoid A Big Tax Bill Over Alibaba

Yahoo CEO Marissa Mayer, seen speaking in San Francisco in November, says both Yahoo and its investors would have to pay taxes if Alibaba shares were given to investors.

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Yahoo is changing course in its efforts to sell shares in another company. The tech giant's goal is to avoid a big tax bill.

Yahoo has a 15 percent stake in the Chinese e-commerce giant Alibaba. Yahoo wants to sell that stake, which is worth about $32 billion, for two reasons: one, to get a bunch of cash, which it can give to investors who are hungry for a return; and two, because those shares arguably overshadow the rest of the business, making investors undervalue what Yahoo itself brings to the table.

The problem is the Internal Revenue Service will not agree in advance to let Yahoo spin off Alibaba tax-free. So, Yahoo announced Wednesday morning it'll hold on to its Alibaba stake and do a "reverse spinoff" — a feat of financial engineering in which the core business and other assets become a separate publicly traded company.

This decision was made unanimously by the Yahoo board. The company got advice from three leading investment banks and the country's top tax experts at the law firm Skadden Arps.

Yahoo was disappointed when it learned that the IRS would not agree to the simpler sale but informed regulators that it was determined to pursue the plan for a spinoff.

This new strategy is not guaranteed to work. The reverse spinoff will require third-party consent and, the company says, it'll take a year or more to complete.

On a conference call with analysts Wednesday, CEO Marissa Mayer explained that if Yahoo chose the more direct strategy of giving Alibaba shares to investors, then both Yahoo and investors would have to pay taxes.

"We certainly do appreciate simplicity," she said. "It actually would result in double taxation."

Last week, The Wall Street Journal reported that Yahoo may sell its core assets — well-known products such as Yahoo News, its search engine, Tumblr and Flickr — to Verizon, News Corp., Time Inc. or others, in a dramatic move to salvage a dwindling company. NPR reported that according to current and former employees, such a move would debilitate Yahoo as a competitive technology company.

On the call with analysts, Yahoo Chairman Maynard Webb denied that Yahoo would sell off its assets to other companies.

"We have made no determination to sell the company or any part of it," he said. "We believe that we are tremendously undervalued and we think the best path to unlocking that value is by separating the Alibaba assets from our operating businesses, and also turning around the performance in our operating business, which we're very focused on doing."