Let’s be clear on the much-awaited Asian deal that Yahoo and its Asian partners have been working on: While it is certainly still moving forward, once signed, it will not actually officially close until next year.

Yes, that’s right — 2013!

Still, what everyone and his investor is waiting for is the splashy announcement of the agreement, which involves the Silicon Valley Internet giant, China’s Alibaba Group and SoftBank, a large shareholder in Yahoo Japan.

Yahoo leadership has been hoping that could happen before Feb. 24, an important date after which activist shareholder Daniel Loeb could begin to mount a proxy fight against the current board.

And while the definitive agreement — involving the sale of Yahoo’s 33 percent stake in Alibaba and 35 percent stake in Yahoo Japan — has been moving back and forth among the dealmakers, one source said its completion might take a little longer than that, perhaps even into mid-March.

“It is one of the most complicated cross-border transactions in a long time,” said one person close to the situation. “It’s three different languages, three time zones and three companies that have not always seen eye to eye.”

It’s not that the companies don’t have the top talent on the effort. For Yahoo, it is CFO Tim Morse (who most recently also warmed the CEO seat, until Scott Thompson’s recent appointment); for Alibaba, it’s CEO Jack Ma and CFO Joe Tsai; and, for SoftBank, it is top man Masa Son and his top man Ron Fisher.

To make things even more complex, at the same time as the negotiating is going on, the trio also has to pay mind to how the Internal Revenue Service in the U.S. is going to view the whole deal.

As you can see here from a Wall Street Journal chart, it’s a pretty complicated “cash-rich split-off” to avoid taxes.

While the IRS cannot take an application for a “private letter ruling” until it has an actual agreement in hand, and will not issue one on a hypothetical transaction, the agreement still must be crafted so it is most likely to pass muster.

And only then can anyone move on to the many billions of dollars that Yahoo will instruct Alibaba and SoftBank to pay or contribute in kind for the asset part of the arrangement.

As the Journal noted, in more clarity than I ever could: “A key part of satisfying tax-code requirements is that the company shedding its shares get assets, not just cash, in exchange for them. Cash can’t account for more than two-thirds of the transferred value, tax rules say. This restriction was adopted in 2005 to limit misuse of the provision.”

While Yahoo’s execs have met about the various possibilities, it is more considering now than anything else.

And although a lot of names have been bandied about — Weather Channel, WebMD, as well as Glam Media and even Digg — the more likely direction Yahoo will go in will be different, according to many sources.

First, said sources, the key criteria for the purchase will be to diversify revenue streams, a theme Thompson sounded in his first earnings report recently. That could mean more online commerce, perhaps, rather than advertising or media assets.

Second, said sources, international properties might be more valuable to Yahoo than owning more U.S.-based ones, which opens up a range of interesting possibilities.

This could even include some already held by Alibaba, for example, such as garnering a big stake in its publicly-traded Alibaba.com. That property has become a prime candidate for the deal, said several sources, for a number of reasons.

Technically, via Alibaba, Yahoo already owns some of the e-commerce giant, but not directly. Another possibility is to get back the Yahoo China business, also now owned by Alibaba.

Third, U.S. companies that Yahoo might look at could be unusual and even bold. Two names brought up in recent internal meetings, for example, were Netflix (before its stock revived) and Yelp (which is prepping for an IPO, and which Yahoo once tried to buy already).

And if things were not already needlessly complex in fixing its Asia problem, expect a change in the Yahoo board composition, too, as early as this week.

As I previously reported, at least four directors are expected to move on. More to the point, there will also be replacements announced at the same time.

To stave off Loeb and even give him a perceptible win, sources said the company is considering announcing the changes sooner than later, with the hope that fresh new members will placate other shareholders.

Lastly, with Thompson starting to take the reins after a month there, I would also expect he’ll weigh in on some significant restructuring (his word, not mine!) at Yahoo soon enough, too.

Complicated? Sure is! Perplexing even? And how! But until Asian and board resolutions, the real work of fixing Yahoo can’t really begin.

If wishes were horses, as the old proverb goes, all beggars would ride.

Or, in the case of the incessant corporate drama around Yahoo: If wishes were deals, all bankers would get big fat fees.

Even BoomTown has been harboring a big wish that there were some new scenario–instead of the same retreads that have been bandied about for more than a month–that was at least possible.

But because making up scenarios about the fate of Yahoo is all fun and games, it goes on and on and on.

Today’s latest intrigue is from Reuters, which reports that the Alibaba Group’s Jack Ma is considering entreaties by moneybags private equity folks to give him the many billions of dollars needed to buy back Yahoo’s 40 percent stake in the Chinese Internet giant and perhaps even participate in a takeover of Yahoo itself.

As has been reported here and in many places many times already, private equity and other investor interest has centered for a while on working with Ma to unlock critical financial value for anyone interested in doing any kind of buyout of Yahoo.

And, as it turns out, Ma has long been explicit about wanting to rid himself of Yahoo and to take back control of Alibaba completely.

There’s no doubt the government of China would also look kindly on that result too, many sources say, given the huge size of the vexing foreign ownership of one of the country’s brightest Internet stars.

But, as most also know, wishing–and even offering a giant pile of money–doesn’t make it so, unless Ma can convince Yahoo to sell to him.

And, of course, he also does not have to do anything either, since Yahoo management has little say over his actions at Alibaba, in spite of the large stake Yahoo holds.

As you can see, you can spin these ideas all day long, which is what bankers apparently get paid so much for.

Luckily, I will do it for free.

You could, for example, add Microsoft into the Yahoo mix once again. Would it engage, in order to get the search business in China from Alibaba? Or to finally unload its pricey MSN unit?

And what of News Corp., with its extensive ties in Asia and interest in trading its weak digital properties, such as Myspace, for something better? Wasn’t CEO Rupert Murdoch sniffing around before?

There is also a renewed scenario for Demand Media to become involved.

Of course, let’s not leave out the old faithful plots about how tiny AOL, with its high-Q-quotient CEO Tim Armstrong, could still be a contender.

Just for fun, I will add another interesting idea I recently heard: Comcast. Could the cable and now media giant swoop in at some point and pick up a lot of digital assets it might need going forward?

Don’t forget Disney either–the Hollywood entertainment giant, which has a key interest in moving into the digital space even more boldly.

On consolation: Google is probably out, having been burned before, because of all the antitrust issue inherent in any hookup with Yahoo.

Of course, it will not be a party until Twitter gets here, with its date Zynga.

Finally: Where, oh, where is the holy union of Facebook CEO Mark Zuckerberg and Apple CEO Steve Jobs when you need them to knock this corporate drama into the stratosphere?

Until it is all sorted out for real, here is a reprint of some of the many similar scenarios I cooked up way back in late September–most of which were investor fantasies, but now are being taken more seriously–in a post titled “Could AOL Merge With Yahoo? Could News Corp. Make a Play? Takeover 2.0 With a Little Help From China’s Alibaba?”

Enjoy–although, as you will see, it’s the same scenarios floated then as now:

Today, as news of the departure of Yahoo’s U.S. head Hilary Schneider and two other top execs got around Wall Street, investors and dealmakers were actually thinking of things other than executive turmoil.

As in: Does the uncertainty, along with a naggingly lackluster stock price and weak growth, create pressure on its CEO Carol Bartz and its board to do something dramatic?

In addition, does the messy public situation even provide an opportunity to put Yahoo into play, despite its market cap of $19 billion?

These and many more are the scenarios being debated in boardrooms of big media and Internet companies today, as well as at private equity firms, investment banks and even in Asia.

That’s because many are focusing on Yahoo’s Asian investments. Yahoo itself owns almost 35 percent of Yahoo Japan and a 40 percent stake in China’s Alibaba Group, assets that now make up–along with cash on hand–most of the company’s valuation.

Alibaba and Yahoo have recently gotten into an ugly public tussle over the Chinese firm’s desire to buy back the shares now, with Bartz holding out for more appreciation.

Now, she might have to do a deal with Alibaba, according to one theory, because a sale of its stake would give Yahoo’s stock a significant boost.

One problem: Alibaba CEO Jack Ma has made it known to anyone who will listen that he loathes Bartz personally, after a series of awkward encounters. That said, he has a close relationship with former Yahoo CEO and co-founder Jerry Yang, who is on both companies’ boards.

That puts Ma in an interesting position, according to another theory, because other U.S. companies with an interest in Yahoo might try to make a deal with him to do some kind of deal with Yahoo.

Most frequently mentioned by big investors in Yahoo: AOL and its CEO Tim Armstrong.

Armstrong, said sources, has not shied away from the idea of Yahoo acquiring AOL and installing him as CEO with Bartz as chairman. AOL’s valuation is just $2.65 billion.

Although AOL has also been trying to turn itself around and is in a much less powerful position than Yahoo, Wall Street likes Armstrong’s story for AOL as a modern-day media and media distribution company.

“At least he has a narrative that is believable,” said one big investor in both companies. “Bartz has no vision.”

Another plus for Armstrong: His friendly and Don Draper-smooth demeanor, in contrast to Bartz’s tough-talking and now too-often curse-laden patter.

And while, Armstrong has assembled an experienced staff. And he himself has deep online advertising sales experience, given his last job as head of U.S. sales at Google.

Also likely to be interested: News Corp. The reason is that its own digital efforts, especially at the MySpace social networking site, have gone sideways.

And there’s history: News Corp. tried to facilitate a merger of MySpace, MSN and Yahoo into a company codenamed “TrafficCo” at the time Microsoft was attempting a takeover of Yahoo.

It was supposed to be headed by former Microsoft exec and now Juniper Networks CEO Kevin Johnson, another possible Yahoo CEO candidate.

That plot did not pan out and News Corp. has been trying mightily to revive MySpace ever since. It certainly would trade it into Yahoo for some stake.

Another hook: Its digital head Jon Miller, who used to be CEO of AOL, almost was CEO of Yahoo, during that same takeover fight. But a noncompete agreement with Time Warner was enforced by CEO Jeff Bewkes at the time.

Both AOL and News Corp. could certainly make approaches to Ma or Yahoo Japan’s Masayoshi Son to agree to help them get back their Yahoo stakes.

Son was the one who made the move recently to switch out Yahoo search for Google in Japan.

And, by the way, Son was one of Yahoo’s earliest investors.

Confused? Well, it is certainly shaping up to be a lively Silicon Valley goat rodeo, as there are also all kinds of private equity companies with spreadsheets already figured if Yahoo shares decline enough.

And there are other ideas spinning on spins into Yahoo, such as Demand Media, which is prepping an IPO, and its perpetually enthusiastic CEO Richard Rosenblatt.

One unlikely player is Microsoft. The once hostile suitor is now a partner to Yahoo in search and online advertising.

Of course, the last and biggest question is what happens between Bartz and the board. While they seem to have backed her this far, she has not performed as she has promised and now seems to have gotten publicly grumpy about all the pressure to do so.

Will the directors, who proved themselves pretty ineffectual in the past, continue to support her? Or will they find some self-protecting way to ease her out?

Some directors are definitely unhappy, sources said, but no one seems to be in charge or particularly influential.

Which could mean even more confusion as Yahoo moves unsteadily forward.

While a merger of AOL and Yahoo is a fervent dream of bankers looking for fees, the reality is a little more–shall we say–premature.

In fact, it’s likely it was just those dealmakers, looking to gin up some activity, who are behind the latest spin-riffic article in The Wall Street Journal that reports on machinations by AOL to hire unnamed advisers to carry out all kinds of complex deals.

Actually, it is the complexity of any of those deals that has put a lot of the takeover, buyout, merger and other scenarios that center around Yahoo–with a side of AOL, as well as News Corp., Microsoft, Yahoo Japan, the Alibaba Group–on ice.

Among the issues being grappled with: Onerous tax implications around a variety of deals; a need for complete cooperation from too many players; and the realization that a hookup of AOL and Yahoo might cause more problems than it solves.

“It looks great conceptually and everyone gets all hot and bothered,” said one prominent investor who did his own strategizing about Yahoo and AOL. “But when you actually do the numbers, you hit a pretty big wall of impossible.”

Still, any whiff of a deal makes for a spate of overreaching stories in the press, such as the Journal’s, which sources at both Yahoo and AOL tell me started out as one about how the pair were in preliminary merger discussions.

They are not, unless a call or two between AOL CEO Tim Armstrong and Yahoo CEO Carol Bartz on how to handle the hubbub constitutes preliminary.

It doesn’t, of course, unlike serious merger discussions the companies held several years ago, well before the arrival of either Armstrong or Bartz on the scene.

The Journal story then apparently morphed into one about how AOL was on the hunt to figure out what to do–especially about Yahoo–by hiring new advisers.

Actually, the company has had its same old one, Allen & Co., since it was spun off from Time Warner last year. It has since also retained Bank of America.

Yahoo’s longtime banking adviser has been Goldman Sachs, which was re-engaged more than six weeks ago, only due to all the incoming attention.

That would be from other bankers, private equity firms and others, many of whom have ginned up a variety of schemes and have then pinged both AOL and Yahoo.

Curiously, this kind of activity was reported extensively a month ago here and in the Journal too.

Read the Journal article on October 13:

“AOL Inc. and several private-equity firms are exploring making an offer to buy Yahoo Inc., according to people familiar with the matter, devising a bold plan to marry two big Internet brands facing steep challenges.”

A bold plan to marry? You might want put the honeymoon reservations on hold for now.

That’s because interest does not mean result, especially when it comes to merger scenarios (and, if you are bored, you can read a whole bunch BoomTown came up with in late September).

But, in fact, because the big Yahoo-AOL deal is harder to realize in practice than in theory, things have quieted down and there are no proposals being evaluated by Yahoo or offered by AOL.

And, thus, the dealmakers must begin to chatter again to get things hopping.

Ironically, both boards of AOL and Yahoo should be considering a spate of ideas–however outlandish–to spur growth and innovation in their lackluster businesses.

And, in truth, if some very big players, such as Microsoft, got involved, the smoke around both AOL and Yahoo could someday become a real fire.

(Full disclosure: News Corp. owns Dow Jones, which owns both this site and the Journal.)

He’s baaaaaack.

Former Fox Interactive Media President Ross Levinsohn, that is, who is the top candidate to replace Hilary Schneider as Yahoo’s North American head, according to several sources close to the situation.

While the deal is not completely struck, sources said Levinsohn is very close to taking the job.

Sources added, if he does, he is likely to remain living in Los Angeles, where he has long been located. Yahoo has a large facility in Santa Monica.

The move is a bold one for Yahoo CEO Carol Bartz, who desperately needs to bring in major Internet talent to the company to shore up her worrisome inexperience in the space.

Yahoo has been rocked by management turmoil–especially in the media and advertising unit–and also troubling weakness in revenue growth and innovative spark.

Levinsohn, one of the more colorful of Web personalities, certainly has a spark.

Levinsohn is currently an investor at Fuse Capital, which funds digital media and communications start-ups.

But sources said he has been itching to get back at a big company with scale in the digital media business and has been interested in Yahoo for some months.

At Yahoo, presumably, he will have purview over what Schneider did (and perhaps more), including the Silicon Valley Internet giant’s powerful media properties and its large advertising sales force in the U.S..

It’s likely Yahoo will hire a major ad sales exec to work under Levinsohn, and sources said the company has been in contact with several prominent execs to fill the slot left open with the March departure of Joanne Bradford to Demand Media.

Besides Schneider, also among the recent departures in the unit Levinsohn would run: VP of Media Jimmy Pitaro, who went to Disney, and U.S. Audience head David Ko, who moved to social gaming phenom Zynga.

Until now, Levinsohn is best known for his stint running digital operations for News Corp.’s then FIM unit.

It was at FIM that he rose to prominence after he bought MySpace, the social networking site that was once the hottest property on the Web.

At the time, Levinsohn and other execs also struck a gigantically lucrative advertising search deal with Google that garnered MySpace huge revenues.

After leaving News Corp. after repeated clashes with MySpace Co-founder and CEO Chris DeWolfe, he partnered with former AOL CEO Jon Miller in another investment company, Velocity Capital.

Ironically, both Miller and Levinsohn were the top choice of billionaire shareholder activist Carl Icahn as the execs he wanted to run Yahoo when he was agitating for change there a few years back in the midst of the failed takeover attempt by Microsoft.

When reached today, Miller–who now is the Chief Digital Officer of News Corp.–declined to comment on his former associate’s job prospects.

But he said: “If Yahoo is so lucky to get Ross, it would be great, because he is one of few people who understands all media.”

Indeed, although Levinsohn is better known as a dealmaker and media exec than as a sales expert, although he did manage digital advertising properties at FIM.

Previous to FIM, Levinsohn ran Fox Sports Interactive Media. He has also worked at the AltaVista Network, an early search pioneer, CBS Sportsline and Time Warner’s pay cable giant HBO. In addition, according to his bio at Fuse.

He also worked at Saatchi and Saatchi and in sports management and marketing with ProServ and Lapin and Rose Communications.

Yahoo declined to comment about the possible appointment of Levinsohn.

(And let’s hope Yahoo–especially the hip-shooting Bartz–doesn’t announce his arrival by also unfairly kicking former execs in the media and advertising unit in the teeth, as has been cloddishly done already too many times.)

BoomTown has also contacted Levinsohn via email and phone and has not heard back from the typically voluble exec.

But you can enjoy his stylings here, in a video interview I did with him in 2007:

]]> http://allthingsd.com/20101026/exclusive-yahoo-courts-former-news-corp-digital-exec-ross-levinsohn-as-u-s-head/feed/ 8 http://allthingsd.com/20100930/could-aol-buy-yahoo-could-news-corp-takeover-2-0-with-a-little-help-from-the-chinas-alibaba/ http://allthingsd.com/20100930/could-aol-buy-yahoo-could-news-corp-takeover-2-0-with-a-little-help-from-the-chinas-alibaba/#comments Thu, 30 Sep 2010 18:54:11 +0000 Kara Swisher http://kara.allthingsd.com/?p=34545

Today, as news of the departure of Yahoo’s U.S. head Hilary Schneider and two other top execs got around Wall Street, investors and dealmakers were actually thinking of things other than executive turmoil.

As in: Does the uncertainty, along with a naggingly lackluster stock price and weak growth, create pressure on its CEO Carol Bartz and its board to do something dramatic?

In addition, does the messy public situation even provide an opportunity to put Yahoo into play, despite its market cap of $19 billion?

These and many more are the scenarios being debated in boardrooms of big media and Internet companies today, as well as at private equity firms, investment banks and even in Asia.

That’s because many are focusing on Yahoo’s Asian investments. Yahoo (YHOO) itself owns almost 35 percent of Yahoo Japan and a 40 percent stake in China’s Alibaba Group, assets that now make up–along with cash on hand–most of the company’s valuation.

Alibaba and Yahoo have recently gotten into an ugly public tussle over the Chinese firm’s desire to buy back the shares now, with Bartz holding out for more appreciation.

Now, she might have to do a deal with Alibaba, according to one theory, because a sale of its stake would give Yahoo’s stock a significant boost.

One problem: Alibaba CEO Jack Ma has made it known to anyone who will listen that he loathes Bartz personally, after a series of awkward encounters. That said, he has a close relationship with former Yahoo CEO and co-founder Jerry Yang, who is on both companies’ boards.

That puts Ma in an interesting position, according to another theory, because other U.S. companies with an interest in Yahoo might try to make a deal with him to do some kind of deal with Yahoo.

Most frequently mentioned by big investors in Yahoo: AOL (AOL) and its CEO Tim Armstrong.

Armstrong, said sources, has not shied away from the idea of Yahoo acquiring AOL and installing him as CEO with Bartz as chairman. AOL’s valuation is just $2.65 billion.

Although AOL has also been trying to turn itself around and is in a much less powerful position than Yahoo, Wall Street likes Armstrong’s story for AOL as a modern-day media and media distribution company.

“At least he has a narrative that is believable,” said one big investor in both companies. “Bartz has no vision.”

Another plus for Armstrong: His friendly and Don Draper-smooth demeanor, in contrast to Bartz’s tough-talking and now too-often curse-laden patter.

And while Bartz is losing execs, Armstrong has assembled an experienced staff. And he himself has deep online advertising sales experience, given his last job as head of U.S. sales at Google (GOOG).

Also likely to be interested: New Corp. The reason is that its own digital efforts, especially at the MySpace social networking site, have gone sideways.

And there’s history: News Corp. (NWS) tried to facilitate a merger of MySpace, MSN and Yahoo into a company codenamed “TrafficCo” at the time Microsoft was attempting a takeover of Yahoo.

It was supposed to be headed by former Microsoft exec and now Juniper (JNPR) CEO Kevin Johnson, another possible Yahoo CEO candidate.

That plot did not pan out and News Corp. has been trying mightily to revive MySpace ever since. It certainly would trade it into Yahoo for some stake.

Another hook: Its digital head Jon Miller, who used to be CEO of AOL, almost was CEO of Yahoo, during that same takeover fight. But a noncompete agreement with Time Warner (TWX) was enforced by CEO Jeff Bewkes at the time.

Both AOL and News Corp. could certainly make approaches to Ma or Yahoo Japan’s Masayoshi Son to agree to help them get back their Yahoo stakes.

Son was the one who made the move recently to switch out Yahoo search for Google in Japan.

And, by the way, Son was one of Yahoo’s earliest investors.

Confused? Well, it is certainly shaping up to be a lively Silicon Valley goat rodeo, as there are also all kinds of private equity companies with spreadsheets already figured if Yahoo shares decline enough.

And there are other ideas spinning on spins into Yahoo, such as Demand Media, which is prepping an IPO, and its perpetually enthusiastic CEO Richard Rosenblatt.

One unlikely player is Microsoft (MSFT). The once hostile suitor is now a partner to Yahoo in search and online advertising.

Of course, the last and biggest question is what happens between Bartz and the board. While they seem to have backed her this far, she has not performed as she has promised and now seems to have gotten publicly grumpy about all the pressure to do so.

Will the directors, who proved themselves pretty ineffectual in the past, continue to support her? Or will they find some self-protecting way to ease her out?

Some directors are definitely unhappy, sources said, but no one seems to be in charge or particularly influential.

Which could mean even more confusion as Yahoo moves unsteadily forward.

Until it all settles down, please enjoy this video of an actual goat rodeo:

]]> http://allthingsd.com/20100930/could-aol-buy-yahoo-could-news-corp-takeover-2-0-with-a-little-help-from-the-chinas-alibaba/feed/ 9 http://allthingsd.com/20081212/happy-holidays-from-fairchild-and-alcatel-lucent/ http://allthingsd.com/20081212/happy-holidays-from-fairchild-and-alcatel-lucent/#comments Fri, 12 Dec 2008 19:00:39 +0000 John Paczkowski http://digitaldaily.allthingsd.com/?p=9575

[ See post to watch video ]

]]> http://allthingsd.com/20081212/happy-holidays-from-fairchild-and-alcatel-lucent/feed/ 0