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(WSJ) Yahoo Inc. ‘s bold plan to spin off more than $20 billion worth of shares in Alibaba Holding Group Ltd. without incurring a tax bill just got riskier.
The Internet company said in a filing Monday it will move forward with a spinoff despite not having the explicit blessing of tax regulators.
The Internal Revenue Service earlier this month denied Yahoo’s request for a favorable ruling of the plan.
Yahoo said it aims to complete the spinoff of 384 million Alibaba shares in the fourth quarter. By forging ahead, Yahoo and its tax adviser are indicating they are confident their plan passes legal muster and should be tax free.
But they run the risk that the IRS could challenge the spinoff in a future audit, potentially putting shareholders on the hook for billions of dollars in taxes.
Any challenge by the IRS could take years, however. In February, Yahoo said that the IRS at the end of last year had completed its audit of Yahoo’s 2009 and 2010 tax returns.
A Yahoo spokeswoman declined to comment beyond the filing.
Chief Executive Marissa Mayer needs to complete the Alibaba spinoff to quell investors, who are growing impatient with her lack of progress turning around the company’s struggling online-ad business in more than three years at the helm.
Yahoo’s stock gains under Ms. Mayer are largely tied to investors’ growing enthusiasm for its Alibaba stake and the CEO’s commitment to return billions of dollars to shareholders through a spinoff.
Shares in both Yahoo and Alibaba have slid about 45% this year amid a broad selloff in China stocks as investors grow concerned about consumer spending in a slowing economy. The value of the Alibaba stake was worth nearly $40 billion when Yahoo unveiled its spinoff plan in January. It is now valued at about $22 billion.
Yahoo had sought the IRS’s blessing in the form of a private-letter ruling which gives investors assurance a spinoff can be completed. The IRS declined to issue one—in recent years the agency has scaled back its practice of private-letter rulings, only ruling on specific questions that are part of a broader spinoff deal.
After failing to get the IRS’s blessing earlier this month, Yahoo weighed alternative plans, including a “reverse” spinoff that would make a new company out of its core business, rather than the Alibaba shares, a person familiar with the matter said. Because Yahoo’s core business is valued much lower than the Alibaba stake, that plan would have carried a lower potential tax bill if requirements for a tax-free spinoff weren’t met.
Yahoo said in Monday’s filing that it will still seek a favorable ruling from its lawyers at Skadden, Arps, Slate, Meagher & Flom LLP that the spinoff won’t trigger taxes. In a filing earlier this month, Yahoo said the IRS’s move “would not affect Skadden’s ability to render an opinion that….will satisfy all of the requirements for tax-free treatment.”
Source: Wall Street Journal by Douglas MacMillan
Source:: Yahoo to Pursue Alibaba Stake Spinoff Without IRS Ruling