A Better Plan For Yahoo Shareholders

2020-02-27 156浏览

  • 1.October 2015 December 2015 TrimasInvestorPresentation:Presentation Investor Presentation Yahoo! Investor A Better Plan For Yahoo Shareholders October 15, 2015 1370 Avenue Of The Americas – 28th Floor New York, NY 10019 axerri@springowl.com 212.445.7829 Confidential For Discussion Purposes Only
  • 2.Disclaimer The views expressed herein represent the opinions of SpringOwl Asset Management LLC (“SpringOwl"), which opinions are based exclusively on publicly available information with respect to Yahoo! Inc. ("Yahoo"). These materials are for general informational purposes only. They do not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive these materials, and should not be taken as advice on the merits of any investment decision. Opinions expressed herein are current opinions as of the date appearing in this material only. SpringOIwl disclaims any obligation to update the data, information or opinions contained herein. Unless otherwise indicated, financial information and data used herein have been derived or obtained from filings made with the applicable regulator by yahoo or other companies that SpringOwl considers comparable, and from other third party reports Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. SpringOwl does not assume any obligation to update the forward-looking statements. SpringOwl has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein. Although data and information contained herein have been obtained from sources believed to be reliable, SpringOwl does not guarantee their accuracy, completeness or fairness. SpringOwl has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources. No warranty is made that any data or information contained herein, whether delivered or obtained from filings made with a regulator or from any third party. Is accurate SpringOwl shall not be responsible or have any liability for any misinformation contained in any regulatory filing or third party report. There is no assurance or guarantee with respect to the prices at which any securities of Yahoo will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of the proposals set forth herein are based on assumptions that SpringOwl believes to be reasonable, but there can be no assurance or guarantee that actual results or performance of yahoo will not differ, and such differences may be material. SpringOwl currently owns common stock of Yahoo. SpringOwl may from time to time sell all or a portion of its shares in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares. SpringOwl also reserves the right to take any actions with respect to its investment in Yahoo as it may deem appropriate. Including, but not limited to, communicating with management of Yahoo, the board of directors of Yahoo, and other investors. Neither these materials nor anything contained herein is intended to be nor should it be construed or used as, investment, tax, legal or financial advice, an opinion of the appropriateness of any security or investment, or an offer, or the solicitation of any offer, to buy or sell any security or investment. Confidential For Discussion Purposes Only 2
  • 3.Table of Contents I.  Executive Summary I.  Company Overview…(5) IV.  StarBoard’s “Sell At Lows” Plan I.  The StarBoard Plan…(68) II.  A Breakdown of All Fundamentals…(6-15) II. The Problems With StartBoard Plan…(69) III.  Private Equity, Starboard, Turnaround…(16-18) III. Private Equity Has Tried To Buy Yahoo For Cheap Before …(70) IV.  Yahoo’s Potential and Value Creation Plan…(19-23) IV. StarBoard’s “Sell At Lows” Plan Isn’t Attractive…(71) V. The Downside Risk of Selling/Spinning The Core…(72) II.  How Yahoo Lost Its Way I.  Yahoo Once King Of The Internet…(25) V.  A Better Plan For Yahoo Shareholder II.  Constantly Changing Leadership …(26) I.  A Yahoo Turnaround for Yahoo’s Public Shareholders…(74-76) III.  How Yahoo Used To Make Money vs. Today …(27-28) II.  10-Step Turnaround Plan…(77-85) IV.  Has Yet To Make the Shift To Mobile …(29-30) III.  Yahoo’s Next CEO…(86-88) IV.  Potential Buyer of Yahoo Core…(89-90) III.  The Status Quo At Yahoo Isn’t Working I.  V.  Summary of Yahoo Action Plan…(91-93) Why Yahoo’s Board Picked Mayer …(32-35) II.  A Refusal To Face Reality On Costs …(36) VI.  Appendices III.  Expensive M&A …(37-43) I.  Corporate Governance…(95) IV.  Where Are The New Products …(44-47) II.  Board Profile…(96) V.  The Shift To Mobile …(48-53) III.  Board Compensation Profile…(97) VI.  Pay For No Performance…(54-57) IV.  Ownership Profile…(98) VII.  Worse Culture Than When She Started…(58-60) V.  ISS Peer Group…(99) VIII. Unprofitable Deals… (61) IX.  Stock Buybacks…(62) X.  Poor Performance of Core Business…(63-66) Confidential For Discussion Purposes Only 3
  • 4.Executive Summary Section I Confidential For Discussion Purposes Only 4
  • 5.Yahoo! and “Core Business” Overview Financial Snapshot (12/09/15) What is What is the “Core Business”? ($ in millions, except per share data) Yahoo! Inc. is a technology company. Its “Core” is engaged in providing Internet Current Price 52-Week High 52-Week Low $33.99 $51.68 $27.20 search, communication and digital content. The Company manages its business LTM Revenue (ex-TAC) LTM EBITDA, Adj LTM Net Income $4,268 $477.1 $392.7 Market Cap Net Cash Total Debt Enterprise Value $33,370 $5,500 $1,217 $25,600 EV/Revenue EV/EBITDA EV/EBITDA Ex-Asia Stakes F P/E P/FCF 6.0x 53.7x 2.2x1 57.8 NegaZve photo management and sharing service. Tumblr offers a Web platform and mobile Total Debt/EBITDA 2.6x create, share and curate content. Yahoo is also a digital publisher and advertisinggeographically:the Americas; Europe, the Middle East and Africa (EMEA), and Asia Pacific. The Company's products include Search, Communications, Digital content, Flickr, and Tumblr. Yahoo Search is a search engine which serves as a starting point to navigate the Internet and discover information, which is ranked and organized -based on their relevance to the query. Yahoo Mail connects users across mobile phones, tablets and PC. Yahoo.com offers news and information, including Yahoo original content and partner content. Flickr is a Web and mobile applications (particularly on the iOS and Android platforms) that allow users to technology provider.Note:As of 12/09/2015Source:Public Data; ISS Proxy Advisory Services 1 Assumes Asian Stakes taxed at 38% Confidential For Discussion Purposes Only 5
  • 6.Yahoo 1-Year Historical ChartNasdaq:7.0% Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Yahoo Jul-15 Nasdaq Aug-15 Sep-15 Oct-15 Nov-15 Dec-15Yahoo:-31.0%Note:As of 12/09/2015Source:Bloomberg (1-Year Daily Price Chart) Confidential For Discussion Purposes Only 6
  • 7.Yahoo 3-Year Historical ChartYahoo:81.5%Nasdaq:71.2% Dec-12 Dec-13 Dec-14 Yahoo Dec-15 NasdaqNote:As of 12/09/2015Source:Bloomberg (3-Year Daily Price Chart) Confidential For Discussion Purposes Only 7
  • 8.Yahoo 5-Year Historical ChartNasdaq:94.8%Yahoo:105.6% Dec-10 Dec-11 Dec-12 Dec-13 Nasdaq Dec-14 Dec-15 YahooNote:As of 12/09/2015Source:Bloomberg (5-Year Daily Price Chart) Confidential For Discussion Purposes Only 8
  • 9.But Yahoo’s Stock Has Recently Only Been A Tracking Stock ForAlibaba:'>Alibaba: