Yahoo released a lengthy regulatory filing on Friday evening in which the aging search engine details some of the corporate intrigue behind the scenes of its sale to Verizon earlier this summer.
The 360-page document describes the long and meandering road — and the dozens of meetings with buyers along the way — leading to the dilapidated web portal’s sale to the telecom giant. Segments of it may be familiar to those who watched the story messily play out in the press.
Among the revelations: five Yahoo execs could cash out with a combined $89 million in golden parachutes should they lose their jobs; Yahoo would have to pay a $145 million termination fee to Verizon were it to back out of the sale; and a total of 51 potential suitors discussed buying Yahoo at one point or another — among them, Yahoo Japan, of which the U.S. arm only owns a little more than a third (Japanese telecom SoftBank owns the rest).
Yahoo’s strategic review committee eventually decided the terms of the proposed cross-Pacific merger were “not compelling”— partly because of the taxes on Yahoo’s lucrative stake in Chinese e-commerce giant Alibaba.
The document laid out some generous payouts for Yahoo’s higher-ups in the event of a job loss. CEO Marissa Meyer stands to make $44 million after her four-year tenure, chief revenue officer Lisa Utzschneider could take home $21 million and the remaining $24 million would be split more or less evenly between chief financial officer Ken Goldman and general counsel Ronald Bell.
Co-founder David Filo, who owns a little more than 7 percent of the company and at one point apparently wanted to be part of the group that ultimately bought it, would get a comparatively tiny $66,000.
The noteworthy details are sparsely scattered among countless “telephonic” meetings between Yahoo board members and other relevant parties that took place throughout last spring and the preceding winter, when serious talks of a deal began. Financial sponsors of the sale are referred to only by letter (e.g. “Sponsor D”).
Ultimately, Verizon ended up beating out the several entities still in the running with a $4.83 billion all-cash deal.
The agreement brought to an end a heated battle between Mayer-led executives and investors who had called for the company’s sale.
The filing also explains the complex legal maneuvering set to follow the deal; Yahoo will continue to exist only as an investment company under a different name and ticker symbol, while Verizon will absorb its core businesses and the rights to the name.