Yahoo owns 40% of Alibaba Group.

The six banks — Australia and New Zealand Banking Group Ltd., Credit Suisse Group AG, DBS Bank Ltd., Deutsche Bank AG, HSBC Holdings PLC and Mizuho Financial Group — are in the process of getting internal credit approval to underwrite the loan, which is said to have a tenor of three years with a yield of around 4%.

The loan is expected to be finalized this month, the people said.

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A main attraction: the bank’s top-ranked Internet analyst, Mark Mahaney.

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Yahoo is preparing to hire investment bankers and other strategic advisory firms, said sources close to the Silicon Valley Internet giant, as it seeks to figure out what to do next at the company.

The board of Yahoo, which ousted its CEO Carol Bartz today in a unanimous decision, is exploring a range of possible strategies to turn around its moribund growth, including possible acquisitions, shedding units, bringing in new investment partners and even taking the company private or selling it.

A sale is the least likely of options, said sources close to the situation, but — given today’s news — Yahoo might attract a lot of attention from investors seeking to take advantage of the company’s powerful but troubled assets.

“It is all on the table,” said one source close to the company.

Independent board member David Kenny, president of Akamai, is heading the strategic options committee in charge of managing the process, sources said.

No adviser has been selected yet, but sources said Yahoo is likely to hire Allen & Co., which advises many tech and media firms. It is currently advising AOL, for example.

Other candidates would likely be the typical panoply of choices, including big investment banks like JPMorgan Chase, Goldman Sachs and Morgan Stanley, and smaller boutique firms such as Qatalyst Group and Code Advisors.

Sources said whoever is hired will be charged first with doing an extensive review of the company that is more intensive than has been done before.

“There is a potential for enormous growth that the company has not been capitalizing on and should,” said another source. “The board needs to get this company on a trajectory for growth.”

Indeed, it does, as it has not under the leadership of Bartz. Revenue growth has stalled and product innovation has lagged.

The company will also be conducting a search for a CEO, which will be difficult because any new top exec will want to be part of such a companywide review.

Yahoo’s choice of an executive search firm has also not been determined, but is likely to be one of the big companies that specialize in the arena.

One thing is certain, said multiple sources: Yahoo will continue to focus itself as what it has previously called a “premier digital media company.”

What that means now, of course, will be determined in the months ahead.

Related posts

• As Yahoo Continues to Wobble, Investors (And Board) Eye Options
• Exclusive: Carol Bartz Out at Yahoo; CFO Tim Morse Named Interim CEO
• Carol Bartz’s Last F%*& You — Now Aimed at Yahoo Board
• Yahoo’s Statement on Bartz Ouster
• Wall Street Likes Bartz’s Firing — Yahoo Stock Spikes on News
• My Picks for Yahoo’s Next CEO — Maybe Snoop Dogg, Ya Digg?

Everybody wants in: The oddball start-up, substantial media companies like the New York Times, even AT&T and Amazon.

And it won’t stop there. No really, trust me, it won’t.

The next crop of companies that you may start getting offers from could include your bank, or even that hotel chain or airline you use most frequently.

This is through a nifty invention called card-linked offers, which honestly isn’t all that new at all. It works very similarly to how your credit card company offers you discounts on rental cars or hotel rooms. But now it’s becoming an ad network of sorts that can accept offers from all kinds and can take place with any brand.

I’ve written about this before, and to be sure, there’s no lack of venture-backed companies all hoping this is the next Groupon-killer. Some of the participants in the space include BillShrink, FreeMonee, Clovr Media, Offermatic and Cardlytics.

In this case, I talked to Lexington, Mass.-based Cartera Commerce.

The company, which has 165 employees and has raised $30 million, is announcing a partnership today with InterContinental Hotels Group to allow hotel guests to earn rewards points while doing everyday shopping.

If users link a credit card to IHG’s loyalty program and make purchases at participating retailers with that card, they will earn points that can be redeemed at such InterContinental Hotel brands as Holiday Inn, Hotel Indigo and Crowne Plaza.

The Aite Group estimates that by 2015, 460 million consumers will have signed up for incentive programs such as these, totaling about $1.7 billion in annual revenue for card issuers.

Tom Beecher, Cartera’s president and CEO, walks me through a PowerPoint presentation, comparing how it is better than Groupon’s business, and how it compares with Google.

On one side of the equation, he explains, there are the publishers, and on the other side there are advertisers and brands. That’s sort of like Google’s AdWords and AdSense.

In the same way, Cartera works with advertisers and also the banks, airlines, hotel chains, or other similar services that have access to the consumer. Some of its customers include Chase, Wells Fargo, American Airlines, Best Buy and USAA.

Because consumers link a credit card to these offers, these are considered very well-targeted ads. Cartera is able to collect information at the aggregate level to find out about spending habits. Advertisers can selectively make offers to consumers who shop at their competitors, but not current customers who already visit regularly. That helps retailers acquire new customers and not just give discounts to already loyal patrons.

So far, Cartera says it has processed $1 billion in transactions on its platform, and is seeing conversion rates from 20 to 40 percent.

Even though these offers are not as well recognized as Groupon, they are typically easier to redeem.

The offers don’t need to be purchased in advance or printed out. Consumers automatically get the discount when they use the same credit card that received the offer. The offers can appear in a number of formats, from a Web site to an email or a line item within their bank statement.

Photo Credit: Images_of_Money.

One of the results of Yahoo’s weak earnings report earlier this week has been the renewal of chatter about possible changes in its leadership and even ownership.

And continued investor discomfort with its troubled stock price–Yahoo shares are down 7.25 percent year over year and an astonishing 49 percent on a five-year basis–and the level of renewed grumbling by major institutional shareholders is causing some key players to go back to their PowerPoints to reevaluate various options.

(By way of contrast, Google is down about 4.5 percent year over year–largely due to last week’s earnings release with higher than expected expenses–but still up more than 20 percent for the five years.)

As many might recall, last year Yahoo was under scrutiny by a number of interested parties–from big media companies to other digital players to private equity firms–considering a number of takeover scenarios.

Most of them were just talk and no action resulted, but that did not mean that interest went away.

The truth is, they are still out there and ruminating–this time with what sources describe as a much more amenable Yahoo board, with several of its key members willing to entertain any legitimate offers or ideas to improve the Silicon Valley search giant’s prospects.

In the last go-round, by contrast, Yahoo’s top execs–including CEO Carol Bartz–denied any interest in the swirl of rumors related to a variety of ideas.

That’s definitely changed–at least at the board level–so here are three very credible scenarios of what could happen:

Peetie, Peetie, Yahoo-Sweetie

Late last year, BoomTown wrote a post about the interest that former News Corp. COO and President Peter Chernin–who now owns his own entertainment production company–had in the situation at Yahoo.

As I wrote in November:

But multiple sources from a variety of sides said that Chernin, a well-liked and deeply experienced media and entertainment exec, has been contacted by a number of private equity firms and other investors about his interest in becoming involved should any of the various and sundry scenarios around the Internet giant pan out.

And Chernin, many sources said, has expressed a definite interest in the situation, perhaps because he was deeply involved in a previous deal when running News Corp.

At the time, it involved combining the media giant’s Myspace social networking site with Yahoo and also Microsoft’s portal MSN and creating a new company, code-named “TrafficCo.”

Indeed, that interest remains for Chernin, who has also been an increasingly active investor, including in the digital sector. He is an angel funder of the hot social media app start-up Flipboard, and also just joined the board of the popular Pandora music service.

The most likely possible scenarios have him joining with deep-pocketed partners, including Providence Equity Partners and, yes, Microsoft, as well as investment banks or advisory firms, such as Morgan Stanley and Code Advisors.

The approach being considered–which would only be done in a friendly way, with the cooperation of Yahoo’s board–would center on making a large enough investment in its shares, allowing the group to take control of the management and the board, putting Chernin in as chairman and maybe CEO (or with a new CEO–see next section).

If Microsoft were involved–and Chernin has strong ties there–such a scenario might include folding all its online properties into Yahoo and renegotiating its rocky search partnership, too.

This is an idea that intrigues a lot of people–including current Yahoo board chairman Roy Bostock, co-founder Jerry Yang and other board members–who have indicated recently to several investors and dealmakers a willingness to listen to credible player such as Chernin.

But, in this scenario, it would be up to Chernin and his partners to make a prosposal, said sources, and he might decide that the complexity of getting the power to make big changes at Yahoo is too big to tackle.

In addition, Chernin remains a successful Hollywood player, with several major television and movie projects in the works, as well as big investment possibilities in Asia.

“Does he want the headache of Yahoo at this point in his career?” asked one person, among many Chernin has talked to recently about becoming involved in the company. “Would you?”

Maybe so, if it would provide a big financial windfall. Many think an exec with a reputation like Chernin’s could easily begin to move Yahoo’s moribund stock upward quickly.

ABC (Anybody But Carol)

Here’s one truth: Yahoo CEO Carol Bartz does not get proper credit for a number of moves she has made since coming to the company two years ago, including cleaning up the messy corporate structure, de-complexifying garbled systems, cutting costs and bringing its far-flung operations into line.

Yahoo’s stock is certainly doing better than when she arrived in early January of 2009, when it was in the $12 range compared to its current $16 price point.

But here’s another: That stock price now includes more than $10 in solid assets–cash and Yahoo’s much more valuable stakes in China’s Alibaba Group and Yahoo! Japan–leaving very little true share appreciation.

And here are more truths: Bartz’s inability to get revenues growing, innovations flowing, promising start-ups acquired and–most importantly–to stop the continual exodus of talent out the door of Yahoo has made her tenure shakier than ever.

Add to that making its relationships with Asian partners more tense, almost no traction in key mobile, video and social arenas, a record of loud public declarations that have fallen flat and serious troubles in Yahoo’s search and online partnership with Microsoft–a deal Bartz struck and is charged with managing–recently highlighted in Yahoo’s earnings earlier this week.

As shareholder activist Eric Jackson, who has long agitated for change at Yahoo, wrote this week in a post:

“The truth is that investors are fed up with Bartz. Their enmity towards Bartz is palpable when you talk to them. Bartz talked a big game coming into the job and she hasn’t delivered. It’s that simple.”

Well, not that simple and maybe not fair, but it’s also clear that no one thinks Bartz will be re-upped when her contract is up in 18 months.

Thus, it’s no surprise that ideas of other possible leaders of Yahoo are being contemplated now.

Here’s the short list I have made of my choices: Akamai President and Yahoo board member David Kenny; former Microsoft exec and current Juniper Networks CEO Kevin Johnson; former AOL CEO and current News Corp. digital head Jon Miller; and Nikesh Arora, current Chief Business Officer and sales head at Google.

There are plenty more to pick from, of course, and any could be installed in conjunction with an effort such as Chernin’s.

AOL Under the Hoop

No good Yahoo scenario plotting can be contemplated without including AOL and its flashy CEO Tim Armstrong.

Armstrong has made no secret of wanting to get ahold of Yahoo properties to apply the strategy he has been trying at AOL to get it moving again.

Which is: To become the premiere digital media company.

Which is actually Yahoo’s new motto–although arguably, in word and deed, Armstrong has been much more active in pushing the concept and narrative.

That includes his incessant acquisitions of all kinds of online media properties, including the big fish–the $315 million purchase of the Huffington Post and the coronation of its even-flashier co-founder Arianna Huffington as content chief.

Armstrong has certainly not been averse to the idea of a Yahoo-AOL hookup with him at the top, and has been actively talking to anyone interested in such a deal.

And things could get a lot more interesting if AOL linked with a bigger strategic partner, such as News Corp. or Disney or even Google, Armstrong’s former stomping grounds.

Still, wishing does not make it so, especially with a much smaller and weaker set of assets than Yahoo and a still poor record on goosing its advertising sales.

AOL’s stock is down 30 percent year over year, as investors still worry about Armstrong’s ability to turn the company around, which kind of puts him in the same situation as Bartz.

“AOL is waiting under the hoop for whatever happens, which is a good place to be,” said one person close to the situation. “Why not?”

Why not, indeed–so, let the games begin.

All the security attention paid in recent years to securing the Windows desktop and the applications running on it have paid off a little, Cisco found, making it harder for computer scammers to successfully carry off their intended crimes on that platform. The trouble is they’re now starting to focus more attention on mobile devices, including Apple’s iPhone and iPad, and devices running Google’s Android operating system, Cisco said.

Meanwhile, the overall global volume of spam, which often contains troublemaking links that are used to deliver attacks, decreased for the first time ever in 2010. Even so, spam still increased in some developed countries where broadband connections are multiplying. In the United Kingdom, spam volume nearly doubled, while the volume in France went up 115 percent. The U.S. saw a slight decline–11.1 trillion messages down from 11.3 trillion in 2009. Spam in Brazil, China and Turkey also declined. Some of the decline can be attributed to last year’s arrest by FBI agents in Milwaukee of a Russian accused of being the “king of spam,” and to the shutdown of a few botnets used by scammers to send spam.

One thing about Cisco’s report that’s likely to draw some attention is its finding that the raw number of vulnerabilities on Apple products appear to be growing. Apple users are usually pretty sensitive about this topic, and any comparison of the Mac to Windows on the security front tends to make them grind their teeth and pound out annoyed comments on tech blogs. I know because I’ve done the same teeth-grinding and have in the past criticized other reports for similar findings.

Here Cisco is addressing vulnerabilities that Apple has itself documented and patched in software updates. One thing that’s not clear to me–though it sure looks like it–is whether Cisco is combining vulnerabilities found on both iOS (iPhone and iPad) and OS X (the Mac). The data it’s using is from its IntelliShield service, which tracks vulnerabilities and security incidents, and shows that over five years Apple’s vulnerabilities rose, from less than 200 in 2006 to more than 350 in 2010. That rate was higher than Microsoft and Hewlett-Packard and Cisco itself, the report found, though it goes on to say that Apple has worked harder than most other vendors to protect its users. Security is one of the reasons Apple imposes such strict rules on what’s available in the App store, though people still jailbreak their phones.

Another trend Cisco found is something called “money muling.” Tom Gillis, VP and general manager of Cisco’s Security business unit, describes money muling as using unsuspecting people who are attracted by “work at home” spam messages and Web ads to participate in money laundering by moving small amounts of money into bank accounts, just a few thousand dollars at a time. He says the operations around this are becoming increasingly elaborate, and criminals will devote a lot of effort to developing it this year.

I talked with Gillis about the report and other security trends that Cisco found. Here are a few highlights from our conversation:

NewEnterprise: So you’re seeing fewer attacks on Windows and more on mobile devices. Is that simply because there are more of them?

Tom Gillis: It’s the simple fact that there’s this new class of mobile device coming into the enterprise that used to be a phone and now it’s a computer, and it can access enterprise information. So what we’re seeing is that the raw number, but not the severity, is down on Windows. Part of this is that Windows 7 was a very good release on Microsoft’s part from a security standpoint. And we’ve got these new devices coming into the enterprise, and so we’re seeing a shift in focus of attacks on these mobile devices. They’re vulnerable to attack and they’re relevant in the enterprise. Two years ago this would have been too small a population to be meaningful.

What kind of attacks are you seeing?

It varies. In some cases there’s a little “phone home” code in a free gaming app. Pretty gentle stuff so far. But as people start using smartphones to access sensitive information we need to start thinking about security considerations on these devices. There’s a larger theme here that the whole nature of attacks is changing dramatically. The fact that spam volumes dropped at all is a big tell. For 10 years this has only gone up. We’re not forecasting a steady decline in spam, but the fact that it slowed down at all is an indicator of the shift in the way that attackers are using email. The attacks are more targeted and personal, for one thing.

Can’t some of this decrease be attributed to some of the arrests that happened last year?

It can. There’s been a handful of arrests. And they went after not only the botnet operators but other parts of the spam value chain. There are firms and entities that build botnets of compromised machines that relay the spam, and then there are other firms and entities that rent time on those botnets that do the merchandising. The biggest category is selling fake pharmaceuticals. Some of these fake pharma operations were shut down and the people associated with them arrested. It’s not an easy thing to do, because they’re global, they move around, and so to make an arrest in this space is a huge accomplishment.

So what is the thinking now about securing the mobile device?

We think there are two ways to make mobile devices work in the enterprise. The flood of devices into the enterprise is huge, and everyone wants to use them to check their email and access corporate directories and other fundamental things. There needs to be some kind of software on the end point–the phone or device. It will have to be light. You can’t have some kind of antivirus suite running on the phone. It would be a little piece of software that’s on all the time that knows when you’re behind the corporate firewall and when you’re not, and manages your connection accordingly. We bought a company called ScanSafe that has 40 data centers around the world. When you’re outside the firewall it connects to you the nearest data center and enforces your corporate policies, but all you as the user know is that it just works. This notion of being on or off the corporate network goes away. And we can do all kinds of scanning for security, independent of the device that’s being used.

This year we also saw the Stuxnet attacks, which we now know for certain were carried out against the Iranian nuclear program. Clearly this is a new kind of attack that can be mounted against industrial control systems via computer networks. Is Cisco researching this?

Massively. Often these types of attacks are targeted against Cisco’s biggest enterprise customers. Who buys Cisco’s infrastructure? The biggest banks in the world, the defense contractors. If the goal of an attacker is to disrupt an economy, their targets will be our customers, and they’re demanding a response from us. I like to call it global threat correlation, but it comes down to taking huge samples of network traffic and picking out good traffic from the bad. Cisco has a good advantage here because our equipment is so widely deployed around the world. As we start measuring traffic we can develop reputation data on every publicly routable IP address on the Internet. As we start putting telemetry info into that equipment–and the customer can choose to enable it or not, and it’s turned off by default. But people turn it on because it helps them against the unknown kind of attacks that are popping up. If a Web server says its a Web server, but you just saw it sending spam three minutes ago, there’s a pretty good chance it’s part of a botnet. Once you know that you know that, you can start to mount a pretty good defense. We’re putting a lot of energy into developing that, and it’s proven to be pretty robust.

For all those in a tizzy–including BoomTown–about Facebook’s deal with Goldman Sachs, which some think is designed to circumvent securities rules related to shareholder numbers and financial disclosure, meet Section 12(g)(1) of the Securities Exchange Act of 1934.

Because if anyone cared to read the actual text of the law in question (as I did, after it was pointed out to me), even if it was determined that Facebook had 500 shareholders at this very moment, it is technically not required to disclose any of its financial details until May of 2012.

As in next spring, which is exactly when its execs have told many sources it will finally have its much anticipated IPO. Thus, look Facebook to finally go public in the second quarter of 2012.

As far as government literature goes, 12(g)(1) is pretty clear, noting that any company of Facebook’s size, after it reaches 500 shareholders, must make financial and other disclosures “within one hundred and twenty days after the last day of its…fiscal year.”

For Facebook, its current fiscal year ends December 31, 2011, making its disclosure deadline April 29, 2012.

As the New York Times noted today:

“Section 12 (g) of the Securities Exchange Act of 1934 came about in the 1960s as over-the-counter trading in shares of privately held companies began to heat up and regulators worried that investors were not getting enough information.”

The huge amount of time Facebook has to adhere to the private company disclosure law has not been noted in copious coverage of the deal, in which Goldman Sachs clients would be able to invest up to $1.5 billion in the Silicon Valley company, as part of a single entity “special purpose vehicle.”

But it brings into focus–given its long lead time–whether Facebook would go to such lengths to keep its shareholder size small at this point.

Nonetheless, from a perceptual viewpoint, the Goldman investment has brought unneeded scrutiny to Facebook, from both the public and also government regulators.

It has also painted the company–which has an everyman, mainstream image, in general–as elitist and consorting with rich Wall Street bankers.

In any case, with the Goldman deal, a lot of financial information about Facebook is now seeping out anyway, as part of the investment bank’s offering documents to the clients it is presenting the Facebook opportunity to.

As The Wall Street Journal reported yesterday:

“According to people familiar with the document, Facebook had net income of $200 million in 2009 on revenue of $777 million. Figures for 2010 weren’t disclosed, but analysts have said the company’s revenue last year could be as much as $2 billion, fueled by advertising growth.”

Whether that smallish net income and revenue deserves a $50 billion valuation or not will be up to investors to decide. But, as the Journal also pointed out, the Facebook offering is oversubscribed already, even without any significant information about the company’s finances.

Which Facebook can keep from us all for a while–although I urge CEO Mark Zuckerberg, Google-style, to FREE THE DATA!

And if you don’t believe me, please enjoy the 12(g)(1) below:

Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall—(a) within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; and (b) within one hundred and twenty days after the last day of its first fiscal year ended after two years from July 1, 1964, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by five hundred or more but less than seven hundred and fifty persons, register such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such registration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of section 18. Any issuer may register any class of equity security not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to extend the date upon which any issuer or class of issuers is required to register a security pursuant to the provisions of this paragraph.

As part of a six-month pilot program, J.P. Morgan is outfitting its staff with iPads. Every associate in the company’s global investment banking division will have one to use until the program ends on May 1, according to internal messages obtained by Bloomberg.

“We believe there are real benefits in our working environment that can be realized using this device–as well as the personal productivity and enjoyment that come as part of the package,” one email reads. “There are a variety of ways to leverage the iPad. Some work off-the-shelf whilst others rely on JPMorgan software/security tools.”

And what will happen once the trial ends? That’s not yet clear. J.P. Morgan describes it as a “one-time initiative,” but notes as well that it may repeat or expand it if it proves successful.
 
So, as I said, a small win for Apple, remarkable only because the bank chose the iPad and not RIM’s forthcoming and purportedly more enterprise-friendly PlayBook tablet.