Yahoo Hires Advisers, Forms Committee to Explore Options

Yahoo Hires Goldman, JPMorgan, PJT as Advisers
  • Goldman, JPMorgan, PJT to help company reach out to parties
  • Independent board members to recommend any proposed deals

Yahoo! Inc. hired financial advisers and told independent board members to explore its strategic options, taking steps to transform itself and consider deals amid rising pressure from investors.

Goldman Sachs Group Inc., JPMorgan Chase & Co. and PJT Partners Inc. will provide financial counsel, the Web company said a statement Friday. A new committee of directors will reach out to potentially interested parties and make recommendations on any proposed transactions, Yahoo said.

Chief Executive Officer Marissa Mayer is under pressure from activist shareholders and facing a potential proxy fight after struggling to boost sales and separate Yahoo from a $26 billion stake in Alibaba Group Holding Ltd. Earlier this month, Yahoo signaled it was willing to sell itself as it put in place a corporate overhaul to drive efficiency. Verizon Communications Inc. has said it would look into a deal, and private-equity firms TPG and Bain Capital Partners LLC are said to be considering bids for the company.

“Separating our Alibaba stake from Yahoo’s operating business is essential to maximizing value for our shareholders,” Mayer said in the statement. “In addition to the reverse spin, there are strategic alternatives that could help us achieve the separation, while strengthening our business.”

Yahoo rose 2.4 percent to $30.12 at 12:10 p.m. in New York. The shares had fallen 12 percent this year through Thursday.

Board Alignment

Yahoo also named Cravath, Swaine & Moore LLP as its legal adviser. That, and the hiring of financial counsel, may help assuage concerns that management has been reluctant to sell. In the days after Yahoo said it would consider a sale, some would-be buyers said they were getting a cold shoulder and came away with the impression that Mayer and the board weren’t aligned in backing a possible deal, according to people familiar with the matter.

Sarah Meron, a spokeswoman for Sunnyvale, California-based Yahoo, declined to comment.

Mayer has been trying to steer the Web portal through one of the most challenging chapters in its more than 20-year history. As newer Internet search and content hubs such as Facebook Inc. and Google Inc. have lured advertisers, Yahoo has failed to keep pace, and sales have slipped since reaching a peak in 2008.

Moving Parts

In December, Yahoo scrapped the long-held plan to spin off its Alibaba stake due to concerns that going through with the process would result in a multibillion-dollar tax bill. The company later announced that it would spin off its main business to ensure a tax-free transaction. That put the focus on Yahoo’s underperforming Web portal and heightened criticism of Mayer’s efforts to turn it around.

“I believe they are serious about separating the Asian assets from the operating company,” said Paul Sweeney, a Bloomberg Intelligence analyst. “How is the question.”

Creating a separate, independent committee will let some directors focus on a sale while freeing up Mayer and deputies to focus their efforts on cutting costs, shoring up morale and keeping operations running. On the same day that Yahoo’s board said it would weigh strategic options, Mayer also outlined a plan to eliminate 15 percent of staff and exit product lines. The company has since begun carrying out the strategy and this week said it would shut seven digital magazines, including those focused on food, health, parenting, travel and autos.

The move to create an independent committee could also help appease activist shareholders including Starboard Value LP, Canyon Capital Advisors and SpringOwl Asset Management, who have increased pressure on Yahoo to adopt faster and more drastic measures. Starboard has been said to take the first steps toward a proxy fight, signaling the activist shareholder wasn’t satisfied with the Internet company’s latest streamlining strategy and pledge to consider a sale. The investor has been calling for Yahoo to sell its core business and overhaul management. Canyon Capital has also urged Yahoo to prioritize a sale.

Sue James, Tom McInerney, H. Lee Scott, Jane Shaw and Chairman Maynard Webb are the independent directors currently on their board. Charles Schwab, another independent director, resigned earlier this month.

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