Marissa Mayer Resigns From Yahoo Board; Yahoo To Be Renamed To Altaba

In connection with the previously announced pending sale by Yahoo! Inc. (“Yahoo” or the “Company”) of its operating business (the “Sale Transaction”) to Verizon Communications Inc. (“Verizon”) pursuant to the terms of a Stock Purchase Agreement, dated as of July 23, 2016, between the Company and Verizon, the Board of Directors of the Company (the “Board”) has made certain determinations with respect to the size and composition of the Board following the closing of the Sale Transaction (the “Closing”).

In light of the fact that following the Closing the Company will operate as an investment company under the Investment Company Act of 1940, the Board has determined that, immediately following the Closing, the size of the Board will be reduced to five (5) directors. Tor Braham, Eric Brandt, Catherine Friedman, Thomas McInerney and Jeffrey Smith will continue to serve as directors of the Company following the Closing, and Mr. Brandt will serve as Chairman of the Board. Each of David Filo, Eddy Hartenstein, Richard Hill, Marissa Mayer, Jane Shaw and Maynard Webb has indicated that he or she intends to resign from the Board effective upon the Closing, and that his or her intention to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

To facilitate the transition of the Company to an investment company following the Closing, the Board also determined that, effective January 9, 2017, Mr. Brandt will become Chairman of the Board and Mr. Webb will become Chairman Emeritus of the Board.
The Board also determined that, following the Closing, it intends to cause the Company’s name to be changed to Altaba Inc.




Yahoo renamed ‘Altaba’ as CEO Marissa Mayer resigns from board

It’s the end of an era: Yahoo as we know it is no more.

While we already knew most of the venerable company was being sold to Verizon – a $4.8 billion purchase – the remainder of company today announced that it’s renaming itself to ‘Altaba,’ according to TechCrunch.

Altaba. Seriously. It’s sounds a bit like a portmanteau of defunct 1990’s search engine Altavista and Alibaba, both of which are either partially or wholly owned by the company.

This is the portion of the company that maintains a 15 percent ownership of Alibaba and 35.5 percent stake in Yahoo Japan. Altaba will operate as an investment company from here on out.

According to a filing with the SEC, all but five of Altaba’s board of directors will step down upon the conclusion of the deal, namely David Filo, Eddy Hartenstein, Richard Hill, Jane Shaw, Maynard Webb, and Marissa Mayer.

While there’s nothing preventing Mayer from having a role in the restructured company, nothing has been announced yet.


Marissa Mayer to Leave Yahoo Board; Yahoo to Change Name to Altaba

Yahoo Inc. said Monday it will whittle down its board after completing its deal with Verizon Communications Inc., and several longtime directors, including Chief Executive Marissa Mayer and co-founder David Filo, will step down as directors.

After the sale of its core internet business, the company will change its name to Altaba Inc. from RemainCo, Yahoo said in a regulatory filing. Altaba’s remaining assets include Yahoo’s stake in Alibaba Group Holding Ltd. and Yahoo Japan. The name is a combination of the words “alternate” and “Alibaba,” a person familiar with the matter said.

Eric Brandt, who joined Yahoo’s board last March and is the former chief financial officer of Broadcom Corp., will become chairman of Altaba, according to the filing. He will be joined by four other directors who are currently on Yahoo’s board, including Thomas McInerney, who was part of the independent committee of Yahoo directors running the auction process last year.

The moves would happen after the closing of the roughly $4.8 billion sale to Verizon, which has been endangered by two huge hacks of Yahoo’s user data. In the filing, Yahoo said Verizon could terminate its purchase of Yahoo or renegotiate the terms because of the hacks.

Verizon has become less certain that the deal will go through after a second breach of one billion accounts was revealed last month. The breaches could be a material event that would allow Verizon to change the terms of the deal, executives have said.

Still, analysts say most of Yahoo’s value stems from its stakes in Alibaba and Yahoo Japan, not the core business sold to Verizon. The core business accounts for 10% of Yahoo’s market value, Evercore ISI analyst Ken Sena wrote in a Dec. 15 note. About 61% of Yahoo’s worth is tied to its stake in Alibaba, while 13% is linked to Yahoo Japan Corp., Mr. Sena wrote.

On Monday, Yahoo’s shares rose a penny to $41.35 in recent after-hours trading and Verizon’s are down three cents to $52.65.

Six Yahoo directors will be leaving after the Verizon sale, including Ms. Mayer, Mr. Filo and Maynard Webb Jr., a director since February 2012, who was named chairman in August 2013. Mr. Webb, as of Monday, became chairman emeritus.

Also leaving the board will be Jane Shaw, a former pharmaceutical industry executive who joined in 2014, as well as media executive Eddy Hartenstein and Richard Hill, former CEO of Novellus Systems Inc.

Ms. Mayer was named CEO of Yahoo after she came over from Google in 2012. She is expected to remain with Yahoo once it becomes part of Verizon.

Messrs. Hartenstein and Hill joined Yahoo’s board in early 2016 after being nominated by hedge fund Starboard Value LP. Two others nominated by Starboard, former banker Tor Braham and Starboard chief executive Jeffrey Smith, will stay on the board of Altaba.

At that time, the activist investor sought to replace the entire slate of directors, saying the board wasn’t making changes quickly enough.

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