Thread regarding Verizon Communications Inc. layoffs

So 12 months and a day after the merger al the Yahoos will be put on the curb. Taking bets.........

VZ will be treating Y as we treat AOL (internal from RSU perspective, benefits, etc)...

No offense , i know this is an attempt to help . But why does a Yahoo memo have mention of aol ?

No offense , i know this is an attempt to help . But why does a Yahoo memo have mention of aol ?

Q. Will I be eligible for consideration of future equity incentive compensation grants from Verizon?

A. The purchase agreement provides that for the first 12 months after the transaction closes, Verizon will provide equity incentive compensation opportunities that are no less favorable than those provided to a similarly situated employee of AOL.

Q: Will my manager change before or after the transaction closes?

A. At this time, we are announcing no personnel changes. Prior to the transaction closing, we will continue to operate our business independently and focus on achieving our corporate goals. Verizon and Yahoo will discuss potential integration plans (including reporting structure) between now and closing.

Q. Does this announcement mean any immediate changes to Yahoo’s performance review / QPR processes?

A. We are announcing no changes.

Q. I am a visa holder. What happens to my visa status? Will Verizon continue to support my visa?

A. There are currently no changes to your visa status — Yahoo will continue to sponsor employees requiring work authorization prior to the transaction close date. During this time, Yahoo will also work with Verizon to minimize any disruption to visa holders.

Q. I have an application for a Green Card (permanent U.S. resident) with Yahoo as the employee sponsor. With the news, will Verizon honor that sponsorship or will I have to start over?

A. There are currently no changes to your application process — Yahoo will continue to sponsor employees with pending Green Card (permanent U.S. resident) applications prior to the transaction close date. During this time, Yahoo will also work with Verizon to minimize any disruption to employees in the Green Card (permanent U.S. resident) application process.

Q. Does this announcement affect my ability to explore job opportunities on other teams?

A. No. We continue to support the growth and development of our employees by considering internal candidates for any open positions.

Q. Is Yahoo still hiring prior to the transaction close?

A. Generally, yes.

Q. Are Yahoo employees eligible for promotions prior to the transaction close?

A. Generally, yes.

Q. Will Yahoo be moving or closing offices?

A. At this time, we’re announcing no changes. Prior to the transaction closing, we will continue to operate our business independently from Verizon and focus on achieving our corporate goals. Verizon and Yahoo will discuss post-close integration plans between signing and closing.

Q. What if I have additional questions?

A. Please add your question(s) to the moderator yo/futuremod. We may update yo/future as we have additional information.

YAHOO-VERIZON AGREEMENT INTERNAL FAQ – TRANSACTION OVERVIEW

Q. What are the terms of the agreement?

A. As noted in the press release announcing the transaction, Verizon has agreed to purchase the operating business assets of Yahoo for a purchase price of approximately $4.83 billion in cash, subject to certain adjustments. In addition, Verizon will generally substitute cash-settled Verizon RSUs for Yahoo RSUs that are outstanding at the closing.

Q. What assets are included in the sale?

A. The sale to Verizon will include all assets and liabilities of Yahoo’s operating business (including our products, brands, and worldwide offices and business operations) other than assets and liabilities identified as Excluded Assets or Retained Liabilities. The Excluded Assets and Retained Liabilities include:

All shares in Alibaba Group Holdings;

All shares in Yahoo Japan (but not commercial arrangements with Yahoo Japan, which will be included in the sale to Verizon);

Yahoo’s non-core IP, which we refer to as the Excalibur IP portfolio;

Certain minority investment interests;

Cash at closing; and

Yahoo’s outstanding convertible notes and certain other retained liabilities.

Q. How will Yahoo’s operating assets be transferred to Verizon?

A. Prior to the closing of the transaction with Verizon, Yahoo will transfer all of its assets and liabilities (other than the Excluded Assets and Retained Liabilities described above) to a newly formed subsidiary named Yahoo Holdings, Inc., which we refer to as “SaleCo.” At the closing, Yahoo will sell SaleCo to Verizon.

Q. What criteria were used to select Verizon as the winning bidder?

The agreement announced was the product of a rigorous, multi-stage process run by an independent committee of our Board with independent legal and financial advisors to ensure strong competition for Yahoo’s assets by multiple bidders to maximize stockholder value.

The independent committee, after careful determination and with advice from its independent legal and financial advisors, recommended the Verizon transaction to our full Board.

Our Board and its independent committee also received an opinion from each of the committee’s financial advisors—Goldman Sachs, J.P. Morgan and PJT Partners—that the consideration to be paid by Verizon in the transaction is fair to the company from a financial point of view.

Following the recommendation by its independent committee, the Board reviewed the proposed sale and its terms with its advisors and determined that the sale is in the best interest of the company and its stockholders.

Q. What conditions are there to closing the transaction?

Approval by a vote of Yahoo’s stockholders;

Antitrust approvals in the US and certain foreign jurisdictions;

No injunction or order prohibiting the consummation of the transaction;

Completion of the reorganization (i.e., transfer of Yahoo’s operating business to SaleCo);

Excalibur IP license (described below) remains in effect; and

Other customary closing conditions.

Q. I am on a sales commission plan — will this same plan continue to apply to me after the transaction closes?

A. That has not yet been determined. Verizon and Yahoo will discuss potential integration plans (including sales plan structures) between now and closing. In locations where it is legally required, appropriate information and/or consultation will occur before any decisions are made with respect to employment terms.

Q. Will Yahoo’s 2017 benefits open enrollment process occur in Q4 2016?

A. Yes.

Q. If the transaction closes after 2017 has already started, does that mean my medical benefits may change mid-year?

A. The purchase agreement provides that for the first 12 months after the transaction closes, Verizon will provide each employee with 401(k) benefits (where applicable), medical benefits and other welfare benefits that are no less favorable, in the aggregate, than those provided to a similarly situated employee of AOL, Inc. At this time, we are announcing no changes to post-close medical or other benefits. In locations where it is legally required, appropriate information and/or consultation will occur before any decisions are made with respect to employment terms.

Q. What about Yahoo’s other benefits and workplace perks? Will those continue after the transaction closes?

A. At this time, your employment benefits and workplace perks are unchanged. The purchase agreement provides that for the first 12 months after the transaction closes, Verizon will provide each employee with 401(k) benefits (where applicable), medical benefits and other welfare benefits that are no less favorable, in the aggregate, than those provided to a similarly situated employee of AOL, Inc. At this time, we are announcing no changes to post-close employment benefits and/or workplace perks. In locations where it is legally required, appropriate information and/or consultation will occur before any decisions are made with respect to employment terms.

Q. If I begin a leave of absence (including New Child Leave or 5-Year Leave) before the transaction closes but it is scheduled to end after the transaction closes, what happens?

A. On the transaction close date, you will continue to be employed by the same entity that employed you immediately prior to the transaction close date (although that entity will be owned by Verizon on and after the close date), subject to the previously approved terms of your existing leave of absence.

Q. How will this announcement affect my eligibility for a 2016 YIPEE bonus?

A. It won’t. 2016 YIPEE bonuses will be calculated and paid based on Yahoo’s 2016 financial performance and management’s assessment of group and individual factors as specified in the YIPEE bonus plan document.

Q. How will the transaction impact my Yahoo Shares?

A. If you own Yahoo shares as of the closing, you will continue to own shares of Yahoo (which will have changed its name to a yet-undetermined name, but which we refer to in these FAQs as “RemainCo”) post-closing. There will be no change.

Q. What will happen to my Yahoo stock options when the transaction closes?

A. Each Yahoo unvested stock option outstanding immediately prior to the closing of the transaction will become fully vested as of the closing. The number of options and the exercise price will not change. All options will remain exercisable for stock of RemainCo for 90 days following the closing. Options not exercised within that 90-day period will terminate. So if pre-closing, you have 100 vested options with an exercise price of $15 and 50 unvested options with an exercise price of $20, then post closing you will have 150 vested options, 100 with an exercise price of $15 and 50 with an exercise price of $20.

Q. I still hold Yahoo stock from the Employee Stock Purchase Plan or “ESPP”. Will those Yahoo shares convert into Verizon shares?

A. No. If you are holding shares of Yahoo stock, you will continue to own shares of RemainCo post closing. There will be no change.

Q. What will happen to my Yahoo RSUs when the transaction closes?

A. In general, a Verizon cash-settled RSU award will be substituted for each Yahoo RSU award that is unvested and outstanding immediately prior to the closing of the transaction, provided that, the number of RSUs subject to the Verizon RSU award will change to reflect the relative prices of Yahoo and Verizon stock. Your vesting schedule and other terms and conditions will remain the same.

The value of your unvested Yahoo RSUs just before the closing will be the same as the value of your unvested Verizon RSUs just after the closing. But the number of RSUs will change to reflect the relative prices of Yahoo and Verizon, as shown in the example below.

Yahoo Stock

Before

Closing Verizon Stock

After

Closing Notes:

Stock Price $ 40 $ 50 Adjustment Ratio: 40/50 = 0.8

Number of RSUs 1,000 800 1,000 × 0.8 = 800

Total RSU Value $ 40,000 $ 40,000 $40,000 = 1,000 × $40 (before)

$40,000 = 800 × $50 (after)

For purposes of calculating the adjustment ratio, (1) Yahoo’s stock price before the closing will be the volume weighted average price of a share of Yahoo common stock trading on Nasdaq over the three trading days immediately preceding the day before the closing date; and (2) Verizon’s stock price after the closing will be the volume weighted average price of a share of Verizon common stock trading on the New York Stock Exchange over the first three trading days after the closing date.

Verizon RSUs will generally be settled in cash rather than stock. This means that when your Verizon RSUs vest, for each vested RSU you will receive the value of a Verizon share in cash (based on the market value of Verizon shares on the vesting date) rather than receiving an actual share of stock. All payments will be subject to any applicable tax withholding.