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diff --git a/test/test-pages/nytimes-2/expected.html b/test/test-pages/nytimes-2/expected.html index e6d2662..1584ca4 100644 --- a/test/test-pages/nytimes-2/expected.html +++ b/test/test-pages/nytimes-2/expected.html @@ -2,15 +2,15 @@ <div> <figure aria-label="media" data-media-action="modal" id="media-100000004560166" itemid="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-master315.jpg" itemprop="associatedMedia" itemscope="" itemtype="http://schema.org/ImageObject" role="group"><span>Photo</span> <div> - <img alt="" data-mediaviewer-caption="" data-mediaviewer-credit="Harry Campbell" data-mediaviewer-src="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-superJumbo.jpg" itemid="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-master315.jpg" itemprop="url" src="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-master315.jpg"></img> + <p><img alt="" data-mediaviewer-caption="" data-mediaviewer-credit="Harry Campbell" data-mediaviewer-src="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-superJumbo.jpg" itemid="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-master315.jpg" itemprop="url" src="https://static01.nyt.com/images/2016/07/30/business/db-dealprof/db-dealprof-master315.jpg"></img></p> <meta content="315" itemprop="height"></meta><meta content="315" itemprop="width"></meta></div> <figcaption itemprop="caption description"><span itemprop="copyrightHolder"> <span>Credit</span> Harry Campbell </span> </figcaption></figure><p data-para-count="148" data-total-count="148"><a href="http://www.nytimes.com/topic/company/yahoo-inc?inline=nyt-org" title="More information about Yahoo! Inc.">Yahoo</a>’s $4.8 billion sale to <a href="http://www.nytimes.com/topic/company/verizon-communications-inc?inline=nyt-org" title="More information about Verizon Communications Inc.">Verizon</a> is a complicated beast, showing how different acquisition structures can affect how shareholders are treated.</p> <p data-para-count="177" data-total-count="325">First, let’s say what the Yahoo sale is not. It is not a sale of the publicly traded company. Instead, it is a sale of the Yahoo subsidiary and some related assets to Verizon.</p> <p data-para-count="529" data-total-count="854">The sale is being done in two steps. The <a href="https://www.sec.gov/Archives/edgar/data/1011006/000119312516656036/d178500dex22.htm">first step</a> will be the transfer of any assets related to Yahoo business to a singular subsidiary. This includes the stock in the business subsidiaries that make up Yahoo that are not already in the single subsidiary, as well as the odd assets like benefit plan rights. This is what is being sold to Verizon. A license of Yahoo’s oldest patents is being held back in the so-called Excalibur portfolio. This will stay with Yahoo, as will Yahoo’s stakes in Alibaba Group and Yahoo Japan.</p> - <p data-para-count="479" data-total-count="1333">It is hard to overestimate how complex an asset sale like this is. Some of the assets are self-contained, but they must be gathered up and transferred. Employees need to be shuffled around and compensation arrangements redone. Many contracts, like the now-infamous one struck with the search engine Mozilla, which <a href="http://www.recode.net/2016/7/7/12116296/marissa-mayer-deal-mozilla-yahoo-payment">may result in a payment of up to a $1 billion</a>, will contain change-of-control provisions that will be set off and have to be addressed. Tax issues always loom large.</p> <a href="#story-continues-1">Continue reading the main story</a> - </div> + <p data-para-count="479" data-total-count="1333">It is hard to overestimate how complex an asset sale like this is. Some of the assets are self-contained, but they must be gathered up and transferred. Employees need to be shuffled around and compensation arrangements redone. Many contracts, like the now-infamous one struck with the search engine Mozilla, which <a href="http://www.recode.net/2016/7/7/12116296/marissa-mayer-deal-mozilla-yahoo-payment">may result in a payment of up to a $1 billion</a>, will contain change-of-control provisions that will be set off and have to be addressed. Tax issues always loom large.</p> <p><a href="#story-continues-1">Continue reading the main story</a> + </p></div> @@ -33,8 +33,8 @@ <p data-para-count="112" data-total-count="5371">In Yahoo’s case, this is not deliberate, though. It is simply the most expedient way to get rid of the assets.</p> <p data-para-count="583" data-total-count="5954">Whether this is the most tax-efficient way is unclear to me as a nontax lawyer (email me if you know). Yahoo is likely to have a tax bill on the sale, possibly a substantial one. And I presume there were legal reasons for not using a <a href="http://dealbook.nytimes.com/2014/04/29/alliant-techsystems-break-up-and-the-return-of-the-morris-trust/">Morris Trust structure</a>, in which Yahoo would have been spun off and immediately sold to Verizon so that only Yahoo’s shareholders paid tax on the deal. In truth, the Yahoo assets being sold are only about 10 percent of the value of the company, so the time and logistics for such a sale when Yahoo is a melting ice cube may not have been worth it.</p> <p data-para-count="450" data-total-count="6404">Finally, if another bidder still wants to acquire Yahoo, it has time. The agreement with Verizon allows Yahoo to terminate the deal and accept a superior offer by paying a $144 million breakup fee to Verizon. And if Yahoo shareholders change their minds and want to stick with Yahoo’s chief executive, <a href="http://topics.nytimes.com/top/reference/timestopics/people/m/marissa_mayer/index.html?inline=nyt-per" title="More articles about Marissa Mayer.">Marissa Mayer</a>, and vote down the deal, there is a so-called naked no-vote termination fee of $15 million payable to Verizon to reimburse expenses.</p> - <p data-para-count="426" data-total-count="6830">All in all, this was as hairy a deal as they come. There was the procedural and logistical complications of selling a company when the chief executive wanted to stay. Then there was the fact that this was an asset sale, including all of the challenges that go with it. Throw in all of the tax issues and the fact that this is a public company, and it is likely that the lawyers involved will have nightmares for years to come.</p> <a href="#whats-next">Continue reading the main story</a> - </div> + <p data-para-count="426" data-total-count="6830">All in all, this was as hairy a deal as they come. There was the procedural and logistical complications of selling a company when the chief executive wanted to stay. Then there was the fact that this was an asset sale, including all of the challenges that go with it. Throw in all of the tax issues and the fact that this is a public company, and it is likely that the lawyers involved will have nightmares for years to come.</p> <p><a href="#whats-next">Continue reading the main story</a> + </p></div> |