SEC Division of Corporation Finance no-action letter: Yahoo! Inc.

May 12, 2017
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Brian V. Breheny, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005 Re: Yahoo! Inc. Request for No-Action Relief under Rule 13e-4(d)(1), Rule 13e-4(e)(3), Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) Dear Mr. Breheny:
We are responding to your letter dated May 12, 2017, addressed to Ted Yu, Nicholas P. Panos and Christina M. Thomas, as supplemented by telephone conversations with the staff, regarding your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter. On the basis of the representations and the facts presented in your letter, the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii), and 14e-1(b) if Yahoo relies on the formula described in your letter to determine the final purchase price paid for the shares of Common Stock tendered into, and the number of shares ultimately accepted in, its planned issuer tender offer. In issuing this no-action relief, we considered the following facts, among others:
• Yahoo and Verizon entered into a Stock Purchase Agreement for a Sale Transaction which,
once completed, will result in Yahoo becoming an investment company registered under the Investment Company Act of 1940 and shares of Common Stock being removed from the S&P 500 index;
• the purpose of the Offer is to provide liquidity to a potentially significant number of Yahoo
shareholders who will be forced to sell their shares of Common Stock at or prior to the closing of the Sale Transaction due to restrictions on holding shares of an investment company or securities that are not included in the S&P 500 index;