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Yahoo’s Alibaba Spinoff Creates Unparallel Lines
Holding Aabaco is a bet that Alibaba chooses to snap up its shadow sooner rather than later
By
Aaron Back
July 20, 2015 6:25 a.m. ET
3 COMMENTS
Yahoo ’s proposed spinoff of its Alibaba stake will be just a shadow of the real thing. Those hoping the Chinese e-commerce giant swoops in to buy it might be waiting a long time.
Assuming the deal goes through—Yahoo says it doesn’t know yet if regulators will approve the tax treatment—the spinoff company, called Aabaco, will basically consist of the $32 billion worth of Alibaba shares Yahoo owns, plus a unit called Yahoo Small Business, which helps U.S. merchants setup websites. The stake in Alibaba will initially account for over 95% of Aabaco’s total assets, according to Yahoo’s filing.
The deal is an elaborate way to get around the massive capital-gains tax that Yahoo would face if it sells the Alibaba stake outright. Including the small-business unit allows the company to claim the transaction as a tax-free spinoff rather than a sale.
For Alibaba investors, this grand experiment in tax arbitrage could exert some downward pressure by effectively creating an alternate Alibaba shareholding. But this effect is likely to be slight, as Yahoo effectively already acts as an Alibaba tracker stock.
Aabaco will likely trade at a substantial discount to Alibaba, however, since it is in effect a less-direct means of investing in the Chinese e-commerce giant. That is, unless investors are particularly excited by the small-business unit’s prospects, which is unlikely. Yahoo’s initial filing gives no detail on this unit’s financials.
Investors in Yahoo’s proposed spinoff may be seeing more upside than is there. Photo: Marcio Jose Sanchez/Associated Press
So why own Aabaco? The endgame for investors would be to wait for Alibaba to acquire Aabaco outright. It would be

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