Photo

Yahoo finally announced what it will do with its $39 billion stake in the Alibaba Group: spin it off to investors. As I noted earlier, it’s the simplest way of dealing with shareholder pressure to sell those shares in a tax-efficient manner.

Here’s how it will work:

As outlined in a news release on Tuesday, the company will put its 15.4 percent stake in Alibaba into a separate company. Along with those shares will go what Yahoo is calling an “active trade or business,” a small operating division that ensures the “Spinco” is a real business as opposed to just a bundle of shares.

Yahoo will then give the shares in that Spinco to its investors in proportion to the size of their holdings.

Because the transaction involves only stock, the spinoff is considered tax-free to Yahoo. Compare that to Yahoo’s previous sales of Alibaba stock, which incurred tax bills of about 40 percent.

Shareholders in the new company would pay taxes only when they sell their holdings. And the move is much simpler than alternative transactions like a “cash-rich split-off,” which some shareholders have publicly opposed.

“The transaction is designed to maximize value of Yahoo’s Alibaba holdings exclusively to Yahoo’s shareholders,” the company wrote in a presentation to investors.

The structure resembles what Liberty Interactive, one of the media companies controlled by famously tax-averse billionaire John C. Malone, did with its 22 percent stake in the publicly traded travel company TripAdvisor last year. Liberty created a new public company that contains both the TripAdvisor shares and BuySeasons, an online retailing subsidiary, and then spun that out to investors.

In a twist, however, the newborn Liberty TripAdvisor Holdings took out a $400 million loan to pay its former parent company a dividend. Yahoo said on Tuesday only that its own Spinco will assume no debt, suggesting that it will not reap the same sort of cash bonanza from the move.

That move does raise an interesting prospect: Will Alibaba eventually buy control of that newly spun off company? After all, the Liberty transaction was created so that TripAdvisor could buy back the shares that Mr. Malone had owned.

The Yahoo transaction is expected to close by the end of the year after the expiration of a lockup on the Alibaba shares tied to the Chinese company’s initial public offering last year.

Advising Yahoo on the pending spinoff were Bank of America Merrill Lynch, Goldman Sachs, JPMorgan Chase and the law firm Skadden, Arps, Slate, Meagher & Flom.