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To: Bill Harmond who wrote (3165)	11/23/1997 8:04:00 PM
From: Rational	Read Replies (1) \| Respond to of 27307

William: Generally, private placements are permitted by the SEC. But, why will Softbank sell the shares privately to someone including YHOO? Softbank will like to do so only if it fears that the price will drop dramatically when they offer the shares in the open market. But, the buyer will like to buy the shares at the lowest possible price and insist that the shares be sold in the open market. If YHOO feels so strongly about its business, they will wait for the price to drop dramatically so that they can buy those shares at say $6, in stead of getting the shares at a privately negotiated higher price. This is because doing so will be cheaper and YHOO feels strongly that the share price will eventually rise. You can argue that Softbank will agree to take $6 per share in a private placement with YHOO. They will not do this because they can get a higher price in the open market, IMO. Even at $6, YHOO will need to pay ~$120 mil for all the Softbank shares. Where will YHOO get the cash? Obviously, other parties will have to step in to buy the shares. Any such party will, however, like to buy the shares at the lowest possible price. Thus, IMO, there is no alternative to offering the shares in the open market. Furthermore, the share price is bound to fall, IMO. Sankar