FAQs

On April 2, 2019, the Fund’s Board of Directors approved the liquidation and dissolution of the Fund pursuant to a Plan of Complete Liquidation and Dissolution, which was approved by stockholders on June 27, 2019.

On October 4, 2019, the Fund filed a certificate of dissolution with the Secretary of State of the State of Delaware. The Certificate of Dissolution, which became effective at 4:00 p.m. Eastern Time on October 4, 2019 (the “Effective Time”), provides for the dissolution of the Fund under the General Corporation Law of the State of Delaware. In connection with the filing of the Certificate of Dissolution, effective as of the Effective Time, the Fund closed its stock transfer books and discontinued recording transfers of its common stock, $0.001 par value per share (the “Shares”). Record holders of Shares are no longer able to transfer record ownership of their Shares on the Fund’s stock transfer books, other than transfers by will, intestate succession or operation of law.

As previously announced, the Fund notified The NASDAQ Global Select Market (collectively with the Nasdaq Stock Market LLC, “Nasdaq”) on September 23, 2019 of its intention to file the Certificate of Dissolution on October 4, 2019, and Nasdaq halted trading in the Shares on Nasdaq following the close of regular trading on October 2, 2019. On October 4, 2019, Nasdaq suspended trading in the Shares and filed with the Securities and Exchange Commission (the “SEC”) a Notice of Removal from Listing and/or Registration on Form 25 to cause the Shares to be delisted.

Prior to the filing of the Certificate of Dissolution, the Shares were listed on Nasdaq and traded under the ticker symbol “AABA.” The Fund expects to continue to be registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”) and will file reports in compliance with the 1940 Act and regulations thereunder.

On May 28, 2020, the Fund filed with the Court of Chancery of the State of Delaware (the “Chancery Court”) a verified petition (the “Petition”) for determinations pursuant to Section 280 of the General Corporation Law of the State of Delaware (the “DGCL”). The Petition requested an interim order and final order determining the amount and form of security that will be reasonably likely to be sufficient to provide compensation for: (i) claims that are the subject of a pending action, suit or proceeding to which the Fund is a party; (ii) other claims asserted in response to a notice provided by the Fund under Section 280(a)(i) of the DGCL, as to which the amount and form of security for such claims has not been agreed upon by the parties; (iii) costs and expenses through the completion of the wind-up process; and (iv) other claims, if any, that are not barred under Section 280 and have not been made known to the Fund or that have not yet arisen but that, based on facts known to the Fund, are likely to arise or become known within five years after October 4, 2019, the date of dissolution of the Fund (the “Effective Time”), including contingent, conditional or otherwise unmatured contractual claims.

On October 19, 2020, the Chancery Court entered an Order Granting Petitioner Altaba Inc.’s Motion for an Interim Order Approving Interim Holdbacks and Permitting Certain Distributions to Stockholders (the “Interim Order”) authorizing the Fund to make a cash distribution of all of the Fund’s assets in excess of the aggregate security amount required to be retained by the Fund pending final adjudication or agreement regarding the amount of security for any claims that then remained in dispute.

The Chancery Court held a hearing from April 20-22, 2021. The Fund filed with the Chancery Court a Motion for Partial Final Judgment on July 15, 2021, and subsequently revised such motion on July 19, 2021, following which, on July 20, 2021, the Chancery Court entered an order (the “Partial Final Order”) authorizing the Fund to make a cash distribution of all of the Fund’s assets in excess of the aggregate security amount required to be retained by the Fund pending adjudication of the amount of security reasonably likely to provide sufficient compensation for any claims that then remained in dispute.

On October 8, 2021, the Chancery Court entered an order (the “Verizon Order”) determining the amount of security required to be retained by the Fund for Verizon Communications Inc.’s (“Verizon”) potential indemnification claim associated with the then-pending class action litigation relating to the security incidents that took place between 2013 and 2016 involving stolen Yahoo! user account information and forged cookies (“Security Incidents”), captioned In Re: Yahoo! Inc. Customer Data Security Breach Litigation, Case No. 5:16-md-02752-LHK (N.D. Cal.)

On April 18, 2022, the Chancery Court issued an opinion determining that amount of security for the putative class claim asserted by Emily Larocque in Saskatchewan, Canada, relating to the Security Incidents, captioned Larocque v. Yahoo! Inc., et al., Case No. QBG 1245 of 2017 (Court of King’s Bench for Saskatchewan) (defined below as the “Larocque Action”). The Fund filed a motion for reargument on April 25, 2022.

On June 23, 2022, the Chancery Court issued a final order (the “Droplets Order”) determining the amount of security required to be retained by the Fund for the patent infringement claims asserted against Yahoo! Inc. by Droplets, Inc. in the litigation captioned Droplets, Inc. v. Yahoo!, Inc., Case No. 4:12-cv-03733-JST (N.D. Cal.), and authorized the Fund to make a distribution of certain excess assets.

On January 20, 2023, the Chancery Court issued a final order in the Delaware proceeding, which determined the amount of security for the Larocque Action and authorizing the Fund to make a distribution of certain excess assets (together with the Joint Motion, the Interim Order, the Post-Trial Order, the Partial Final Order, the Verizon Order and the Droplets Order, collectively (the “Court Orders”)).

Any amounts proposed or determined to be held as security for claims against the Fund in the Petition or the Court Orders, or any such amounts actually held as security by the Fund, have not been, and will not be, calculated in accordance with, or by reference to, U.S. GAAP and do not, and will not, reflect any change in the Fund’s current position with respect to its liabilities and reserves from an accounting perspective. In some cases, the Fund may have agreed with a claimant to set aside an amount as security that exceeds the amount the Fund believes it will ultimately owe such claimant, in order to allow more efficient distribution of excess funds pending final resolution of the liability. Furthermore, under the Court Orders, for claims for which a security amount was not separately negotiated, the amounts held as security have been calculated by the Chancery Court to ensure that the Fund has sufficient assets to comply with its obligations to retain adequate security pursuant to the dissolution procedures under Section 280 of the DGCL, which is generally a more conservative standard than the determination required by U.S. GAAP.

Below is a summary of post-dissolution liquidating distributions:

The Fund currently expects to deregister as an investment company under the 1940 Act after the Fund has distributed substantially all of its assets.

The Fund’s activities are limited to winding up its business affairs in accordance with the Plan of Liquidation and Dissolution and the Court Orders. Pursuant to the Plan of Liquidation and Dissolution, the Fund has sold, distributed or otherwise disposed of substantially all of its remaining assets other than cash items and short-term U.S. government securities in order to maximize value for the Fund’s stockholders and creditors. The Fund intends to return all of its cash, net of its obligations and expenses, to stockholders through liquidating distributions and in accordance with any applicable Court Orders. The timing, amount and method of any return of capital will be determined by the Board, subject to any applicable Court Orders. There can be no assurance as to the timing or amount of any additional distributions that the Fund may make.

The approval of the Plan of Liquidation and Dissolution by the requisite vote of the stockholders granted full and complete authority to our Board and officers, without the need for further stockholder action, to proceed with the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution in accordance with any applicable provision of Delaware law. Accordingly, the Board may, in order to seek to maximize value for the Fund’s stockholders and creditors, authorize actions in implementing the Plan of Liquidation and Dissolution, including the timing of any distributions to stockholders, without further stockholder approval.

Questions from investors or the media should be directed to altabair@altaba.com. Questions from creditors about a claim in connection with the liquidation and dissolution process should be directed to claims@altaba.com.

The following FAQs should be read in conjunction with Altaba’s proxy statement dated May 17, 2019 here, and Altaba’s subsequent SEC filings, available here.