Marissa Mayer
Yahoo CEO Marissa Mayer. REUTERS/Ruben Sprich


Yahoo said on Monday that it will go forward with plans to spinoff its Alibaba shares into a separate company even if the IRS doesn’t provide a “favorable ruling” on the tax free transaction.

Yahoo said the transaction is still on track to close by the end of the year, sending Yahoo’s shares up in after hours trading on Monday.

But while the filing showed that Yahoo intends to push forward with the spinoff of its 15% stake in Chinese e-commerce giant Alibaba Group, it also raised the possibility that Yahoo could go through with the deal even it it means incurring a hefty tax bill in the process.

The news comes a couple of weeks after the IRS declined to give its advanced blessing to the transaction in a so-called “private letter ruling” that Yahoo had requested.

Yahoo owns 384 million shares of Chinese e-commerce giant Alibaba, which it plans to spin off into a separate company (along with Yahoo’s own small-business unit) in a tax-free transaction that will ultimately return much of the value to Yahoo shareholders.

Yahoo investors have long clamored for Yahoo to cash out its investment in Alibaba (and in Yahoo Japan) and give the proceeds back to shareholders. Doing the transaction in a tax free manner is a complicated process, but one which shareholders hope will maximize their return.

Yahoo said in the filing that the transaction will still be subject to “a legal opinion with respect to the tax-free treatment of the transaction under U.S. federal tax laws and regulations,” though it did not clarify how that would work if the IRS were to rule against its tax-free treatment.

Yahoo also said that it still expects the transaction to close by the end of the year.

Yahoo shares were up 4% to $28.70 in extended trading on Monday. Shares of Yahoo are down more than 45% percent from their 52-week high on investor worries about the spin off as well as about the value of Alibaba’s business and Yahoo’s revamping its core business.

We’ve reached out to Yahoo for clarification and will update if we hear back.

Here’s the relevant portion of Yahoo’s filing:

On September 23, 2015, Yahoo’s Board of Directors authorized the Company to continue to pursue the plan for the Aabaco spin-off transaction as previously disclosed, except that completion of the spin-off will not be conditioned upon receipt of a favorable ruling from the IRS. The spin-off transaction will continue to be subject to certain other conditions, including final approval by Yahoo’s Board of Directors, receipt of a legal opinion with respect to the tax-free treatment of the transaction under U.S. federal tax laws and regulations, the effectiveness of an applicable registration statement filed with the Securities and Exchange Commission (“SEC”) and compliance with the requirements under the Investment Company Act of 1940, and other customary conditions, each of which conditions may be waived, in whole or in part (to the extent permitted by law), by Yahoo in its sole discretion.

On September 28, 2015, Aabaco filed Amendment No.1 to its Registration Statement on Form N-2 which is available on the SEC’s website at using the name Aabaco Holdings, Inc.

Completion of the transaction is expected to occur in the fourth quarter of 2015, subject to the conditions described above.

As reported by Business Insider