Annotations (13)
“The capital structure and the business plan relates to the businesses. Yahoo is many different businesses. We had a view that we could maximize the debt proceeds by leaving some businesses that lost money, namely the advertising technology business, outside of the credit box where we were getting the loan. We didn't get a significantly large loan to finance the deal. Banks liked that because they were loaning against the cash flowing assets.”— David Sambur
Business & Entrepreneurship · Strategy & Decision Making · Economics & Markets
DUR_ENDURING
Debt on cash flow, sell non-core outside debt box
“Between signing and closing, the deal team announced a deal to sell the Yahoo Japan trademark to a public company in Japan called Z Holdings for a billion six. And the royalty stream on that was not a significant contributor to EBITDA. An extremely accretive transaction. And then domain names, IP addresses, real estate, data centers, all were sold and within the first year of owning the deal it was about a $2 billion equity check. We returned almost all of our equity.”— David Sambur
Business & Entrepreneurship · Strategy & Decision Making
DUR_ENDURING
Returned all equity in year one via asset sales
“Yahoo has a very large user base. Monetizes at about 3 and a half, $4 per user per annum. Very low monetization rate. Google and Facebook both monetize above 30, $35 per annum respectively. It would be foolhardy to think we're going to get there entirely through advertising. We have a big, large, loyal, sticky user base in verticals like finance and sports. The way to improve monetization is by leveraging the user base for products that they want and vertically integrating.”— David Sambur
Business & Entrepreneurship · Strategy & Decision Making
DUR_ENDURING
10x monetization gap, solve via vertical integration
“Everything we do at Apollo, it's about don't lose money. If you could create a floor under your equity in every deal and then your deals are all basically average deals, even above average portfolio on a repeatable basis without taking a lot of risk. That's what we do. I think in this deal it was off the charts successful in terms of us monetizing and returning our equity very quickly, but the idea was built into the original business plan of the investment, which is structure the debt around th...”— David Sambur
Strategy & Decision Making · Business & Entrepreneurship
DUR_ENDURING
Create floor on equity, asymmetric upside
“We wound up buying Yahoo and AOL for about $5 billion and that works out to about five times EBITDA. That's a low multiple, that's dramatically below the average multiple paid for LBOs and the reason why it was that price is because I think there was a lot of uncertainty around the business from most practitioners in the market. Most people thought that it was a declining business. It's not. I think the scale and complexity also impacted the value.”— David Sambur
Business & Entrepreneurship · Strategy & Decision Making · Psychology & Behavior
DUR_ENDURING
Other sponsor walked away: validation of opportunity
“The business is four times as profitable now as it was in 2019 and it's almost 100% up on our underwriting case. So 2022 EBITDA was almost 100% higher than what we underwrote '22 when we bought the business. The business doesn't have a lot of CapEx because it's an online business.”— David Sambur
Business & Entrepreneurship · Strategy & Decision Making · Economics & Markets
DUR_CONTEXTUAL
Rising CAC plus funding drought creates M&A opportunity
“The best way to change the culture of the team is change the coach. The most critical thing was Reed bringing Jim in. Jim is amazing. People want to work for good people and good CEOs get followership. Within a nine-month period, he recruited new heads for almost every single one of our operating businesses. They bring in their people and before you know it, you wake up a year and a half later and the first three layers of the organization have turned over and they've been dramatically upgraded.”— David Sambur
Leadership & Management · Psychology & Behavior
DUR_ENDURING
Change CEO, cascade follows in 18 months
“One of our strategies in our private equity business is to focus on very large complicated corporate carve out transactions, because by definition their complexity and their scale limits the buyer universe and theoretically there's ways for us to capture value. Plus they're not zero-sum propositions. We actually wanted to partner with Verizon and they rolled over a stake in the equity of the deal, which I think they're happy to be our partners with and there's a lot of ways to create win-wins in...”— David Sambur
Strategy & Decision Making · Business & Entrepreneurship
DUR_ENDURING
Complexity limits buyers, creates win-win structure
“Our style today is essentially from a big picture the same as the style it was initially, and I think it's a very different style than many other practitioners in the industry. What we like to say is purchase price matters, which sounds trite because the cardinal rule of investing is supposed to be buy low and sell high.”— David Sambur
Strategy & Decision Making · Business & Entrepreneurship
DUR_ENDURING
Buy complexity, sell simplicity
“Being open-minded and not making snap judgments. I think those that made snap judgments missed this opportunity. I think it's another reminder that you need to do the work and not just listen to what other people are saying. Another lesson was great management teams really moved the needle. We underwrote Yahoo along the lines of other deals. 20% plus rate of return, we'll make let's say two and a half to three times our money and that could have been accomplished with a lesser management team.”— David Sambur
Leadership & Management · Psychology & Behavior
DUR_ENDURING
Management turns 2.5x deal into 10x deal
“The beauty of an online business is the ability to scale quickly is unrivaled compared to other businesses. If we want to scale The Venetian in Las Vegas, we have to build the new hotel tower. That takes a lot of capital. If you want to scale the search business, if you have the right product, yes it requires good product investment and a good team.”— David Sambur
Business & Entrepreneurship · Economics & Markets
DUR_ENDURING
Digital scales fast, low capital, high optionality
“In 2017, Yahoo was still a public company. They owned Yahoo and then they owned a 40% stake in Alibaba. Yahoo had come under activist assault to spin off the Alibaba stake and unlock value for shareholders. They were left with a very small company versus the size of the Alibaba stake, which was massively larger than the owned and operating businesses. We looked at buying the company in 2017.”— David Sambur
Strategy & Decision Making · Business & Entrepreneurship
DUR_ENDURING
Recognized synergy buyer would win, walked away
“Yahoo is a collection of online assets. We call them the O&O businesses: mail, homepage, search, finance and sports that have large audiences, about 900 million monthly active users still across all of our properties. The main revenue generating business is mail, homepage, search, finance and sports. It's over 5 billion in revenue overall for those businesses and the profitability is over a billion.”— David Sambur
Business & Entrepreneurship · Technology & Engineering
DUR_CONTEXTUAL
900M users, 5B revenue, first-party data advantage
Frameworks (1)
Corporate Carveout Value Capture Framework
Structuring complexity to limit buyer competition and create downside protection
Apollo's approach to corporate carveout deals centers on using transaction complexity to limit the buyer universe while structuring debt and asset separation to create embedded optionality. The framework involves identifying multi-business portfolios where complexity creates information asymmetry, structuring debt only against cash-flowing core assets, leaving non-core assets outside the debt package for later monetization, and creating win-win structures with sellers through equity rollovers and subordinated financing. The goal is to return equity capital quickly through asset sales while retaining full upside on the operating business.
Components
- Identify Complexity That Limits Competition
- Separate Cash-Flowing Assets from Non-Core Assets
- Structure Debt Only Against Core Cash Flow
- Monetize Non-Core Assets to Recover Equity
- Create Win-Win Structures with Sellers
Prerequisites
- Deep operational due diligence capability
- Established banking relationships
- Asset sale execution expertise
- Patience to wait for right opportunities
Success Indicators
- Return of majority of equity within 18 months
- Debt secured only against cash-flowing assets
- Non-core asset sales at or above plan
- Stable or growing core business EBITDA
Failure Modes
- Non-core assets worth less than underwritten
- Core business deteriorates post-carve
- Execution complexity exceeds team capability
- Banks require debt paydown from asset sales
Mental Models (4)
Complexity as Competitive Moat
Strategic ThinkingDeliberately seeking situations where complexity (operational, structural, or informational) limits
In Practice: Apollo's strategy of targeting large complex corporate carveouts that limit buyer universe
Demonstrated by Leg-ds-001
When to Walk Away
Decision MakingRecognizing when a strategic or synergy buyer will outbid you and choosing to walk away rather than overpay. Applied when Apollo identified that Verizon's synergy case with AOL would make them uncompetitive for Yahoo in 2017, waited five years, and bought it after Verizon's strategy shifted.
In Practice: Apollo walking away from Yahoo auction in 2017 when Verizon's synergy case was clear
Demonstrated by Leg-ds-001
Social Proof in Reverse
PsychologyUsing the absence of competition or others' rejection as confirmation of genuine opportunity.
In Practice: Technology sponsor walking away from Yahoo confirmed the opportunity
Demonstrated by Leg-ds-001
Marginal Cost Near Zero
EconomicsDigital businesses can scale with minimal incremental capital because distributing software or serving additional users costs almost nothing. This creates exponential returns on capital and explains why successful digital businesses command premium valuations. Contrast with physical businesses like hotels where scaling requires proportional capital.
In Practice: Comparison of scaling Yahoo's digital properties versus scaling The Venetian hotel
Demonstrated by Leg-ds-001
Connective Tissue (1)
Best way to change the culture of the team is change the coach
The sports coaching principle that organizational culture flows from the top leader applies directly to corporate turnarounds. Just as a new head coach brings in new coordinators and position coaches who recruit new players, a new CEO cascades new leadership through three organizational layers within 18 months. The parallel is that culture change requires changing the person who sets culture, not trying to change culture while keeping the same leader. The speed of transformation in sports mirrors the business context: wholesale turnover in 1-2 seasons.
Discussion of how Jim Lanzone transformed Yahoo's culture by recruiting new business leaders who then recruited their teams, turning over three organizational layers in 18 months
Key Figures (3)
Jim Lanzone
8 mentionsCEO of Yahoo
Hans Vestberg
2 mentionsCEO of Verizon
CEO who took over Verizon and decided to divest Yahoo/AOL digital media assets.
- Unwound Verizon's digital media strategy by divesting Yahoo/AOL
Reed Rayman
2 mentionsApollo Partner managing Yahoo deal
Glossary (1)
CapEx
DOMAIN_JARGONCapital expenditures: money spent on fixed assets like buildings or equipment
“The business doesn't have a lot of CapEx because it's an online business.”
Key People (1)
Hans Vestberg
(1965–)CEO of Verizon who divested Yahoo/AOL to Apollo in 2021
Concepts (6)
First-party data
CL_TECHNICALInformation collected directly from users, increasingly valuable as third-party cookies disappear
Corporate carveout
CL_FINANCIALTransaction where a business unit is separated from its parent company and sold
EBITDA multiple
CL_FINANCIALValuation metric: purchase price divided by EBITDA
Vertical integration
CL_STRATEGYOwning multiple stages of a supply chain or value chain
Credit box
CL_FINANCIALThe specific assets and cash flows pledged as collateral for a loan
Customer acquisition cost (CAC)
CL_FINANCIALTotal cost of sales and marketing to acquire one new customer
Synthesis
Synthesis
Migrated from Scholia