Verizon Communications Inc. (NYSE:VZ) entered into a definitive agreement to acquire operating business of Yahoo! Inc. (NasdaqGS:YHOO) for $4.8 billion in cash on July 23, 2016. As of February 21, 2017, as per the amended terms of the definitive agreement, Verizon agreed to acquire operating business of Yahoo for $4.5 billion in cash. The deal value was reduced by $350 million. Verizon will generally issue cash-settled Verizon RSUs for Yahoo RSUs that are outstanding at the close. The sale does not include Yahoo's cash, its shares in Alibaba Group Holdings, its shares in Yahoo Japan, Yahoo's convertible notes, certain minority investments, and Yahoo's non-core patents (called the Excalibur portfolio), which will continue to be held by Yahoo. Until the closing, Yahoo will continue to operate independently. Post-acquisition, the operating business of Yahoo will be integrated with Verizon's subsidiary AOL under Marni Walden, Executive Vice President and President of the Product Innovation and New Businesses organization at Verizon and Chief Executive Officer Marissa Mayer would step down from the board after the closing of its deal with Verizon Communications Inc. Yahoo will change its name to Altaba Inc. and become a registered, publicly traded investment company.

The agreement may be terminated by Yahoo or Verizon if the consummation of deal has not occurred by April 24, 2017. If the agreement is terminated, Yahoo may be required to pay Verizon a termination fee of $144.78 million. The transaction is subject to customary closing conditions, approval by Yahoo's shareholders, antitrust approvals, including the expiration or early termination of the waiting period applicable to the consummation of the Sale under the Hart-Scott-Rodino Antitrust Improvements Act, completion of reorganization and regulatory approvals. Yahoo! Board has approved the deal. The transaction is expected to close in Q1 of 2017. The European Commission cleared Verizon Communications to proceed with the transaction. The board has determined that effectively from January 9, Eric Brandt will become the chairman of board and Maynard Webb will become chairman emeritus of board and upon closing of deal, size of board will be reduced to five directors and David Filo, Eddy Hartenstein, Richard Hill, Marissa Mayer, Jane Shaw, Maynard Webb will resign from board. As of January 23, 2017, the deal is expected to close in the second quarter of 2017. As of April 4, 2017, the transaction is expected to close in July. Larissa Mayer, The Chief Executive officer of Yahoo will quit the company's board after the internet business of Yahoo and AOL would be combined into a unit called Oath and the merger with Verizon. As on June 13, 2017, Tim Armstrong, former Chief Executive Officer of AOL, is now Chief Executive Officer of Oath, which is part of Verizon's Media and Telematics organization. The deal was approved by shareholders of Yahoo on June 8, 2017. As of April 19, 2017, the transaction is expected to close in June 2017. As of May 22, 2017, the transaction is expected to close in around mid of June 2017. As of June 8, 2017, the deal is expected to close on June 13, 2017.

Aryeh Bourkoff of LionTree Advisors, LLC, Nancy Peretsman of Allen & Company LLC, Chris Cormier of Bank of America Merrill Lynch, Pierce, Fenner & Smith Incorporated and Andrew Decker of Guggenheim Securities, LLC acted as financial advisors and Martin Lipton, Daniel A. Neff, Steven A. Rosenblum, David E. Shapiro, Edward J. Lee, Tsz Hin Kwok, Minsun Lee, Meng Lu, Vishal Chanani, Andrea K. Wahlquist, Rohit A. Nafday, Sasha F. Belinkie, Eric M. Rosof, Emily D. Johnson, Benjamin S. Arfa, Jodi J. Schwartz, Tijana J. Dvornic, Swift S. O. Edgar and Nelson O. Fitts of Wachtell, Lipton, Rosen & Katz LLP, Rashida La Lande and Daniel Angel of Gibson, Dunn & Crutcher LLP, Thomas Barnett, Miranda Cole and James O'Connell of Covington & Burling LLP and Scott Landau of Winston & Strawn LLP acted as legal advisors to Verizon. Gregg Lemkau, Ian Spaulding, Dan Dees and Dan Shefter of Goldman Sachs & Co., Kurt Simon and Marco Caggiano of J.P. Morgan Securities LLC and Paul Taubman, Rob Friedsam and John Trousdale of PJT Partners Inc. acted as financial advisors to the Yahoo Board and its Strategic Review Committee. Marc R. Packer, Michael J. Mies, Michael Hoffman, David Rievman and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP, Larry Sonsini, Michael Ringler, Bradley Finkelstein, Douglas Schnell and John Aguirre of Wilson Sonsini Goodrich & Rosati, Professional Corporation and Karen Ballack, Marisa Geiger, Alexa Chu Clinton, Luis Gonzalez, Max Scott, Caroline Geiger, Cheri Bessellieu, Dennis Adams, Daniel Cohl, Mary Lentowski, Lauren Springer, Oliver Bystricky, Emilie Williams, Jasmine Rose, Cristiana Blauth Oliveira, Annie Kang, Ryne Saxe, Christine Chan, Daniel Schwimmer, Christopher Cox, An Tran of Weil, Gotshal & Manges LLP acted as legal advisors to Yahoo. Faiza Saeed and Eric L. Schiele of Cravath, Swaine & Moore LLP acted as independent legal advisor to Yahoo's Strategic Review Committee. Kristi L. Stathis of Ocean Tomo, LLC acted as financial advisor for Verizon Communications. Derrick M.Lott, Clare O'Brien, John Madden and Sean Skiffington of Shearman & Sterling LLP acted as legal advisors to Goldman, Sachs & Co., J.P. Morgan Securities LLC and PJT Partners LP. Marc Rijkaart van Cappellen of Jones Day acted as legal advisor to Verizon Communications Inc. PALAZZO Investment Bankers acted as financial advisor in this transaction.

Verizon Communications Inc. (NYSE:VZ) completed the acquisition of operating business of Yahoo! Inc. (NasdaqGS:YHOO) on June 13, 2017.