Item 8.01 Other Events.
On February 20, 2017, Verizon and Yahoo entered into an amendment to the previously announced stock purchase agreement, dated as of
July 23, 2016, by and between Verizon and Yahoo (the Purchase Agreement), pursuant to which the parties agreed that, subject to the terms and conditions thereof, the purchase price to be paid by Verizon in connection with the
acquisition of Yahoos operating business (the Transaction) will be reduced by $350 million to approximately $4.48 billion in cash, subject to certain adjustments. Subject to certain exceptions, the parties also agreed that certain
user security and data breaches incurred by Yahoo (and the losses arising therefrom) will be disregarded (1) for purposes of specified conditions to Verizons obligations to close the Transaction and (2) in determining whether a
Business Material Adverse Effect under the Purchase Agreement has occurred.
Concurrently with the amendment of the Purchase
Agreement, Yahoo and Yahoo Holdings, Inc., a wholly owned subsidiary of Yahoo that Verizon has agreed to purchase pursuant to the Transaction, also entered into an amendment to a related reorganization agreement, pursuant to which Yahoo (which has
announced that it intends to change its name to Altaba Inc. following the closing of the Transaction) will retain 50% of certain post-closing liabilities arising out of governmental or third party investigations, litigations or other claims related
to certain user security and data breaches incurred by Yahoo. In accordance with the original Transaction agreements, Yahoo will continue to retain 100% of any liabilities arising out of any shareholder lawsuits (including derivative claims) and
investigations and actions by the SEC.
The Transaction remains subject to customary closing conditions, including the approval of
Yahoos stockholders, and is expected to close in the second quarter of 2017.
Important additional information and where to find it
On September 9, 2016, Yahoo filed with the SEC a preliminary proxy statement regarding the proposed sale of Yahoos operating business
to Verizon. Yahoo will file with the SEC a definitive version of the proxy statement which will be sent or provided to Yahoo stockholders when available. BEFORE MAKING ANY VOTING DECISION, YAHOOS STOCKHOLDERS ARE STRONGLY ADVISED TO READ
YAHOOS PRELIMINARY PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND, WHEN IT BECOMES AVAILABLE, YAHOOS DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and stockholders may obtain a free
copy of Yahoos preliminary proxy statement and any amendments or supplements to the preliminary proxy statement, Yahoos definitive proxy statement (when available) and any amendments or supplements to the definitive proxy statement (when
available) and other documents filed by Yahoo with the SEC (when available) in connection with the proposed transactions for no charge at the SECs website at
www.sec.gov
, on the Investor Relations page of Yahoos website
investor.yahoo.net
or by writing to
Investor Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, CA 94089.
Yahoo and its directors and executive officers, as well as Verizon and its
directors and executive officers, may be deemed participants in the solicitation of proxies from Yahoos investors and stockholders in connection with the proposed transactions. Information concerning the ownership of Yahoo securities by
Yahoos directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information is also available in Yahoos annual report on Form 10-K for the year ended December 31, 2015, as amended, and
Yahoos proxy statement for its 2016 annual meeting of stockholders filed with the SEC on May 23, 2016. Information about Verizons directors and executive officers is set forth in Verizons annual report on Form 10-K for the
year ended December 31, 2015 and Verizons proxy statement for its 2016 annual meeting of stockholders filed with the SEC on March 21, 2016. Information regarding Yahoos directors, executive officers and other persons who may,
under the rules of the SEC, be considered participants in the solicitation of proxies in connection with the proposed transactions, including their respective interests by security holdings or otherwise, also is set forth in the preliminary proxy
statement described
above and will be set forth in the definitive proxy statement relating to the proposed transactions when it is filed with the SEC. These documents may be obtained free of charge from the sources
indicated above.