【英语财经】分析：雅虎将如何处置阿里巴巴股份 Alibaba the albatross around Yahoo’s neck

The biggest decision facing the Yahoo

board is not about the direction of its own business but how it will dispose of shares in another company.

Yahoo’s 15 per cent stake in Alibaba

was once its prize asset, luring investors eager to buy into the Chinese ecommerce group before it was public. A year after Alibaba listed in New York, it has become a prize problem.

In the past two weeks, Yahoo had its hopes to spin off the Alibaba shares in a tax-efficient and investor-pleasing manner dashed, as the US Internal Revenue Service first denied its request for a letter of approval and then issued a notice saying it was “concerned” that deals of the type Yahoo is contemplating could be becoming “less justifiable”.

The spin-off — scheduled for the fourth quarter — now hangs in the balance, as the board said in a filing that it would consider all options. Yahoo’s core business may be languishing, with some key senior staff leaving last week, but it has to focus on this one big choice.

Here are some of their options.

● Press ahead. Yahoo has said it stands by the advice from its lawyers, which say the spin-off would be legal and minimise its tax burden. The IRS has not ruled out approving the deal, it just has not issued a private letter ruling that it would give Yahoo a guarantee to press ahead. Scott Kessler, an analyst from S&P Capital IQ, said the IRS decision was “not positive” but also “not a certain negative”.

Brian Wieser, an analyst at Pivotal Research, said Yahoo had to hope that as well as having lawyers who understand the letter of the law, they also had “somebody with their ear to the ground on how policy was being interpreted and changed”.

Robert Willens, who runs a tax advisory firm, said the opinion of Yahoo’s lawyers was “unequivocal”. He added that it may have noted that the notice issued by the IRS did not say it was preparing regulation, or that the regulation would be dated from the issue of the notice, as it has done in other cases.

Further comfort for Yahoo came over the weekend when Robert Wellen, an associate chief counsel for the IRS, told Bloomberg BNA that any change in the rule applying to tax-free spin-offs would not be retroactive.

● Put everything on hold. Waiting is probably the safest option but it could also be expensive, as investors could punish the Yahoo stock for not giving them clarity on how they will get their Alibaba payday.

Shares in Alibaba have dropped almost 40 per cent since the start of the year, when Yahoo proposed the spin-off. This means that both the value of the stake — at about $24.8bn from last week’s stock price — has fallen significantly, as has the value of the tax bill. If one believes that Alibaba stock will rebound, it could make sense to wait and see. However, if Alibaba’s stock price continues to come under pressure, Yahoo could feel the need to sell it or spin it off.

● Spin off Yahoo’s core business. Some analysts and tax experts believe that it could make sense for Yahoo to spin off its core business into a new entity, while leaving the Alibaba stake as the original company. “Flipping the spin-off element might be the best way to minimise the risk in case the spin-off ends up being taxed,” said one senior lawyer. “Given that Yahoo’s core business is significantly smaller than the value of the Alibaba stake they would face a much smaller tax bill for that.”

Under the current structure, Yahoo risks a tax bill that could be as high as $9bn, although the actual bill would depend on the value of the stock price of Alibaba at the time it is taxed. Meanwhile, the tax exposure on spinning out Yahoo’s core business would be closer to $1.5bn, said two lawyers.

However, some suggested that there might be other reasons in the company’s structure that led Yahoo not to go down this route in previous years. Mr Willens said it can sometimes be hard to transfer assets, especially intangible intellectual property, permits, licences and leases to a new spin-off company, making it a potential “pain in the neck”.

● Sell debt that swaps for Alibaba equity. Yahoo could defer the tax paid on Alibaba stock by issuing bonds that convert into Alibaba stock at maturity. This would follow the example of Comcast, the US cable group, which in 1999 issued bonds that later converted into stock in Sprint, the telecoms company.

However Mr Willens said this was “not nearly as good as a spin-off” because Yahoo still has to pay tax when it transfers the stock.

● Keep the stake, buy back even more stock. If Yahoo risks a shareholder rebellion by abandoning a plan to spin off Alibaba, it could always quell it by buying back lots of stock.

Robert Peck, an analyst at SunTrust Robinson Humphrey, said Yahoo could find funds to support up to $4bn of buybacks, more than 10 per cent of its share count, while still investing in search, acquisitions and keeping a cash balance.

To do this, it would have to combine its cash on the balance sheet and projected free cash flow with savings and extra earnings of $750m which Mr Peck said it could get from switching search providers and reducing headcount by 2,000 employees. Then, it would have to borrow $2bn more.

雅虎(Yahoo)董事会现在面临的最重大决策并不关乎该公司本身的发展方向，而是如何处置另一家公司的股份。

雅虎在阿里巴巴(Alibaba)所持的15%股份一度是其优质资产，引诱着那些急于在阿里巴巴上市前投资于这家中国电子商务集团的投资者。而在阿里巴巴在纽约上市一年后，这部分股份已变成雅虎的头号问题。

雅虎曾希望以税务高效率且投资者乐见的方式剥离阿里巴巴股份。然而过去两周内，美国国税局(Internal Revenue Service, IRS)令雅虎的这个希望破灭。IRS先是回绝了雅虎对批准函的请求，接着又发出一份通知，称该局“担忧”雅虎考虑进行的这类交易可能正变得“不那么站得住脚”。

原定今年第四季度进行的剥离交易如今充满变数。雅虎董事会在一份监管申报文件中表示，将会考虑所有选项。雅虎的核心业务也许没有起色，上周刚刚有一些关键高层员工离职，但该公司不得不专注于这个重大抉择。

以下是该公司的部分选项：

● 继续推进剥离交易。雅虎已表示将听从其律师的建议。该公司的律师表示，这一剥离交易将是合法的，而且会将雅虎的税务负担降至最低。IRS并未排除批准该交易的可能性，它只是没有向雅虎发出专门的函件，裁定将放行雅虎的这笔交易。标普资本投资商数(S&P Capital IQ)的分析师斯科特?凯斯勒(Scott Kessler)表示，IRS的决定“不是正面的”，但也“未必是一个否定”。

Pivotal Research分析师布莱恩?维泽(Brian Wieser)表示，雅虎只能指望，他们不仅拥有能理解法律条文字面意思的律师，还有“能嗅出政策正如何被解读和改变的高手”。

执掌一家税务咨询公司的罗伯特?威伦斯(Robert Willens)表示，雅虎律师的观点“十分明确”。他补充说，雅虎的律师团队可能已经注意到，IRS发出的通知并未表示该局正酝酿出炉法规，也未表示相关法规将从通知签发之日开始生效——而该局在其他案例中是那么做的。

雅虎在上周末获得了进一步的宽慰。IRS副首席法律顾问罗伯特?韦伦(Robert Wellen)告诉彭博BNA(Bloomberg BNA)，免税剥离适用规则的任何变更都不会溯及既往。

● 搁置行动。等待也许是最安全的选择，但也可能会有高昂代价，因为投资者可能会由于雅虎不说清楚他们何日斩获阿里巴巴股份的实惠，而抛出所持的雅虎股票作为惩罚。

自今年初雅虎提议剥离阿里巴巴股份以来，阿里巴巴股价已跌去近40%。按上周股价，雅虎持有的阿里巴巴股份价值约为248亿美元。也就是说，这块股份的价值已大幅缩水，剥离它的税单金额也相应下降。如果有谁相信阿里巴巴的股票会反弹，持股观望就是合理的。然而，如果阿里巴巴的股价继续承受下行压力，雅虎可能会觉得有必要抛售这部分股份，或将其剥离。

● 剥离雅虎核心业务。一些分析师和税务专家认为，雅虎剥离核心业务，形成一个新的实体，而将阿里巴巴股份留在原来的公司，可能也是个办法。一位资深律师表示：“翻转剥离元素也许是将风险最小化、以备剥离交易最终被征税的最好办法。考虑到雅虎核心业务的价值显著低于阿里巴巴股份的价值，剥离这部分业务带来的税单将小得多。”

两名律师表示，按照目前的架构，雅虎可能面临的税单将高达90亿美元——尽管实际税单金额将取决于征税时阿里巴巴的股价。与此同时，剥离雅虎核心业务的税收敞口将更接近15亿美元。

然而，还有一些人提出，雅虎架构中可能还存在其他理由，导致该公司在前些年没有走这条路。威伦斯表示，有时候可能很难将资产转移给新剥离出来的公司，尤其是无形的知识产权、各种许可证、执照及租约，使这个方案变成一件潜在的“麻烦事”。

● 发行能置换为阿里巴巴股权的债券。雅虎可以发行到期后可转为阿里巴巴股票的债券，从而推迟为阿里巴巴的股票交税。这么做将遵循美国有线电视集团康卡斯特(Comcast)的旧例。1999年，康卡斯特就曾发行债券，这些债券后来被转为电信公司Sprint的股票。

不过，威伦斯表示，由于雅虎在转移股份时仍需交税，这么做“比剥离交易差远了”。

● 保留阿里巴巴股份，回购更多股票。若雅虎要冒着股东反叛的风险放弃剥离阿里巴巴股份，该公司总可以通过回购大量股票来反制这种叛离。

SunTrust Robinson Humphrey分析师罗伯特?佩克(Robert Peck)表示，雅虎或许能找到资金，在投资于搜索业务、开展并购并保持现金余额的同时，支持至多40亿美元的股票回购，那将超过其股票总量的10%。

要做到这一点，该公司将必须结合其资产负债表和预计自由现金流的现金，与佩克表示雅虎可以通过更换搜索服务提供商及裁减2000名员工实现的7.5亿美元节省款项和额外盈利。然后，该公司还需再借入20亿美元。

译者/简易