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Verizon buying Yahoo's operating business for $4.83B


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Verizon buying Yahoo's operating business for $4.83B

It is official: Verizon Communications Inc. is acquiring 's operating businessfor about $4.83 billion in cash to integrate the assets with , creating an entity with acombined portfolio of more than 25 brands.

The deal, which is expected to close in the first quarter of2017, does not include the Marissa Mayer-led company's cash, the company'sAlibaba Group HoldingLtd. holdings, Yahoo Japan shares, Yahoo's convertible notes,certain minority investments, and Yahoo's noncore patents, according to a July25 news release. Yahoo will continue to own these assets, and will change itsname at closing to become a registered, publicly traded investment company.

The deal is subject to customary closing conditions,approval by Yahoo's shareholders, and regulatory approvals. Until the closing,Yahoo will continue to operate independently. Verizon will generally issuecash-settled Verizon RSUs for Yahoo RSUs that are outstanding at the close.

Yahoo will be integrated with AOL under Marni Walden,executive vice president and president of the product innovation and newbusinesses organization at Verizon. Further, Yahoo plans to return considerablyall of its net cash to shareholders.

LionTree Advisors LLC, Allen & Co. LLC, Bank of AmericaMerrill Lynch and Guggenheim Securities LLC are acting as financial advisers toVerizon. Wachtell Lipton Rosen & Katz, Gibson Dunn & Crutcher LLP,Covington & Burling LLP and Winston & Strawn LLP are acting as legaladvisers to Verizon.

Goldman Sachs & Co., J.P. Morgan Securities LLC and PJTPartners are acting as financial advisers to Yahoo's board and its strategicreview committee. Skadden Arps Slate Meagher & Flom LLP, Wilson SonsiniGoodrich & Rosati and Weil Gotshal & Manges LLP are acting as legaladvisers to Yahoo. Cravath Swaine & Moore LLP is independent legal adviserto Yahoo's strategic review committee.