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EX-2.3 - EX-2.3 - ALTABA INC.d612310dex23.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2013

 

 

Yahoo! Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-28018   77-0398689

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

701 First Avenue

Sunnyvale, California

  94089
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 349-3300

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Share Repurchase and Preference Share Sale Agreement

Yahoo! Inc. (the “Company”), Yahoo! Hong Kong Holdings Limited (“YHK” and, together with the Company “Yahoo”) and Alibaba Group Holding Limited (“Alibaba Group”) entered into a Second Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of October 14, 2013 (the “Second Amendment”). The Second Amendment amends the Share Repurchase and Preference Share Sale Agreement, entered into by Yahoo and Alibaba Group on May 20, 2012 (as amended on September 11, 2012, the “Original Repurchase Agreement”).

The Original Repurchase Agreement provided that in the event Alibaba Group completed an initial public offering meeting certain specified criteria(a “Qualified IPO”), Yahoo would sell up to 261.5 million of the 523.6 million ordinary shares of Alibaba Group (“Shares”) currently owned by Yahoo either directly to Alibaba Group or in the Qualified IPO, at Alibaba Group’s election.

The Second Amendment reduces the maximum number of Shares that Yahoo is required to sell in connection with a Qualified IPO from 261.5 million to 208 million.

The foregoing summary is subject to, and is qualified in its entirety by, the full text of (i) the Share Repurchase and Preference Share Sale Agreement, dated May 20, 2012, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 24, 2012, (ii) the First Amendment to Share Repurchase and Preference Share Sale Agreement, dated September 11, 2012, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 19, 2012, and (iii) the Second Amendment, which is filed herewith as Exhibit 2.3, each of which are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

2.3    Second Amendment to Share Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of October 14, 2013.

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

YAHOO! INC.

(Registrant)

By:  

/s/ Ronald S. Bell

  Name:   Ronald S. Bell
  Title:   General Counsel and Secretary

Date: October 15, 2013


EXHIBIT INDEX

 

Exhibit No.

  

Description

2.3    Second Amendment to Share Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of October 14, 2013.