Chinese e-commerce company Alibaba Group plans to take its Hong Kong-listed unit private, two sources familiar with the matter said, and is working with Yahoo on an asset-swap deal that may result in Yahoo owning a direct stake in one of Alibaba Group's operating businesses.

The sources told Reuters that taking Alibaba.com private was only one of the proposals being discussed and a final solution to the saga is still being hammered out.

Alibaba Group's plans are part of an overall deal being discussed by the board of Yahoo, which has come under fire from investors impatient with the company's lackluster performance.

The shareholders are also frustrated with the apparent indecisiveness of stakeholders over how to handle its investments in Alibaba and other prized Asian assets.

The deal under discussion is that Alibaba would use borrowed money and internal cash as well as an asset swap to buy back most of a 40 percent stake that Yahoo owns in Alibaba Group, the sources said.

Alibaba.com's share price has been quite bumpy since its listing. Probably taking it private will make it more flexible for the group to do the transformation that it is going through, said Wendy Huang, head of regional Internet and media research at RBS in Hong Kong.

Alibaba.com shares were halted from trading on Thursday pending an announcement regarding its parent. Alibaba Group currently owns about 73 percent in Alibaba.com, which has a market value of nearly $6 billion. At the current market price, the remaining stake is valued at about $1.6 billion.

Yahoo's stake in Alibaba Group has an estimated value of $14 billion. Under the plans being discussed, Alibaba Group wants to buy back about 25 percent of its stake.

Alibaba Group plans to pay a third of the consideration through a stake in one of its operating assets and the rest, or around $6 billion, in cash.

Alibaba.com is the most likely operating unit in which Yahoo may be offered a stake, one of the sources said. Both parties have an understanding on this arrangement, but have not signed any formal deal yet, the source added.

The sources declined to be identified as the discussions were private. An Alibaba Group spokesman declined to comment.

TAX CONSIDERATIONS

Yahoo is choosing this route as it wants to achieve tax efficiencies, sources have said previously.

Alibaba Group, founded by former English teacher and now billionaire Jack Ma, is looking to raise a loan of about $3 billion, which will be partly used to fund the buyback and the privatization.

Sources previously told Reuters that under a cash rich split plan being discussed, Yahoo would effectively transfer most of its 40 percent slice of Alibaba back to the Chinese company and all of its stake in Yahoo Japan to Softbank Corp in return for cash and assets.

Yahoo had also entertained separate proposals from private equity firms TPG and Silver Lake about minority investments in the company, but those offers fell short of Yahoo's expectations.

(Additional reporting by Stephen Aldred, Kazunori Takada, Saeed Azhar, Melanie Lee, Chyen Yee Lee, Alexei Oreskovic; Writing by Denny Thomas; Editing by Mark Bendeich and Muralikumar Anantharaman)

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