Yahoo! Inc. YHOO
Yahoo should scrap the Aabaco spin-off and instead sell the Core Business outright, returning cash to shareholders and keeping Alibaba and Yahoo Japan stakes in the remaining entity.
Thesis
Starboard, frustrated after a year of private engagement, publicly urges Yahoo's board to abandon the planned tax-free spin-off of Aabaco Holdings and instead pursue a taxable sale of Yahoo's Core Search and Display business. The market already implies just a 2.2x 2015E EV/EBITDA multiple on the Core Business — a $2.0bn residual after stripping Alibaba and Yahoo Japan stakes at 38% discounts and net cash — signaling deep skepticism about Marissa Mayer's turnaround. With Q3 results and guidance showing accelerating deterioration rather than improvement, Starboard argues the risk-adjusted case for selling the Core Business now dominates the Aabaco path. Remaining Alibaba, Yahoo Japan, and sale proceeds should be returned through buybacks and dividends. Smith closes by threatening to nominate directors if the Board fails to change course.
SCQA
Yahoo is a Silicon Valley company whose stock price is almost entirely driven by the value of its Alibaba and Yahoo Japan stakes rather than its Core Search and Display advertising business.
The market assigns only ~2.2x 2015E EBITDA to the Core Business, and Q3 results show accelerating deterioration — yet management is pressing ahead with an Aabaco spin-off whose tax treatment is now uncertain.
Abandon the Aabaco spin-off, hire an advisor to sell the Core Business as a taxable asset sale, retain Alibaba and Yahoo Japan stakes, and return proceeds to shareholders.
Crystallizes fair value of the Core Business today, removes tax-spin execution risk, and delivers cash-rich returns via buybacks, dividends, and returns of capital in an asymmetric risk-reward setup.
The three reasons
- 1
Market implies only ~2.2x 2015E EBITDA for Yahoo's Core Business — deeply undervalued
- 2
Aabaco spin-off risks destroying value if tax-free treatment is challenged or turnaround fails
- 3
Recent results show accelerating degradation, not turnaround — waiting is hope, not strategy
Primary demands
- Abandon the proposed tax-free spin-off of Aabaco Holdings
- Hire a financial advisor to sell the Core Business (Search and Display advertising) as a taxable asset sale
- Retain Alibaba Group and Yahoo Japan stakes plus cash in the remaining company
- Return proceeds to shareholders via buybacks, returns of capital, and dividends
- Accept Jeffrey Smith onto the Board to help evaluate alternatives
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Notable slides (3)
Notes
Four-page public letter from Jeffrey C. Smith (Starboard Value LP) to Yahoo Chairman Maynard Webb and CEO Marissa Mayer, dated November 19, 2015 (the filename '08.10.15' actually refers to a prior Starboard letter that this one cites via URL — likely a misnamed file). Document is a follow-up escalation after a year of private engagement. Core visual element is a sum-of-parts table on page 2 deriving the implied Core Business multiple. Letter ends with an explicit threat to seek board changes, making this a pre-proxy-fight warning shot. Strong SCQA structure despite prose format.