($ in 000's, except per share amounts)
Financial Information as of December 31, 2018 (see below for selected current information):
|Net asset value (NAV)||$35,156,075|
|NAV per share||$61.95|
|December 31, 2018||Current(5)|
|Adjusted NAV per share(1)||$76.06||$99.26|
|Discount to Adjusted NAV(2)||23.8%||25.8%|
|Adjusted NAV excluding net cash(3)||$37,794,545||$50,232,092|
|Adjusted NAV excluding net cash per share(3)||$66.60||$92.89|
|Discount to Adjusted NAV excluding net cash(4)||27.2%||27.6%|
|Number of shares||567,464||540,741|
As revised by the Fund’s Board of Directors (the “Board”) on February 1, 2019, the Fund’s investment objective is to seek to increase the price per share at which it trades relative to the then-current value of its principal underlying asset, the Alibaba Group Holding Limited (“Alibaba”) ordinary shares and American Depositary Shares (collectively, the “Alibaba shares”). It seeks to do this by reducing the discount at which it trades relative to the underlying value of its net assets (before giving effect to deferred taxes on unrealized appreciation) while simplifying its net asset base and returning capital to its shareholders in ways that are accretive and increase shareholder value.
In addition to the Alibaba shares, the Fund also owns Excalibur IP, LLC (“Excalibur”), which owns a portfolio of patent assets (the “Excalibur IP Assets”) and short and long-term investments (the “Marketable Debt Securities Portfolio”). The Fund may sell Excalibur, sell certain of the Excalibur IP Assets or license the Excalibur IP Assets if the Board believes that doing so is in the best interest of the Fund’s stockholders. As part of its efforts, the Fund has initiated patent infringement litigation against unlicensed entities. The Fund currently intends to return substantially all of its cash, including any new cash generated by asset sales, to stockholders over time through stock repurchases and distributions, although the Fund will retain sufficient cash to satisfy its potential obligations to creditors, including possible tax liabilities and other claims, and for working capital. The timing and method of any return of capital will be determined by the Board. Stock repurchases may take place in the open market, including under Rule 10b5-1 plans or in a tender offer, or in privately negotiated transactions, including structured and derivative transactions such as accelerated share repurchase transactions. The payment of liabilities, including debt obligations, may cause the Fund’s returns to deviate from its investment objective. Until Excalibur (or the Excalibur IP Assets), the Marketable Debt Securities Portfolio, and any other assets are sold and until any cash is returned to investors, these assets may cause the Fund’s returns to deviate from its investment objective.
Consistent with its current investment objective, the Fund currently does not intend to sell its Alibaba shares in response to changes in the market price of those shares, though it reserves the right to do so. The Fund has, and may in the future sell, distribute or exchange all or a portion of its Alibaba shares, including in advance of selling other Fund assets, to return capital to its stockholders or to seek to reduce any discount or increase any premium from net asset value at which the Fund’s common stock may trade if the Board believes the benefit to stockholders would outweigh the cost, including any taxes payable by the Fund, of doing so. The Fund also may sell such shares to satisfy its obligations to creditors or to pay expenses.
As previously disclosed, the Fund’s Board continues to seek to reduce the Fund’s discount to net asset value and return capital to its stockholders on an efficient basis. Among the transactions and other actions the Board continues to evaluate are:
- exchange offers of Alibaba ADS (with or without cash) for shares of the Fund’s common stock;
- sales of Alibaba ADS for cash;
- additional repurchases of the Fund’s common stock either through a tender offer or open market purchases; and
- adoption of a plan of liquidation and dissolution in accordance with Delaware law followed by one or more distributions of cash and/or other assets pursuant to such plan.
Each of these alternatives remains subject to approval by the Fund’s Board and, in certain cases (e.g., a plan of liquidation and dissolution), the Fund’s stockholders and/or additional exemptive relief from the SEC. Although the Board intends to continue to proceed expeditiously, there can be no assurance as to which of such actions or transactions the Fund may pursue, the timing of execution of any such action or transaction, or the terms thereof. Each alternative involves contractual, legal, regulatory and practical considerations which the Board will take into account in determining one or more courses of action. In determining whether to pursue any alternative, the Board will take into account, among other things: the then-prevailing discount to net asset value at which the shares of the Fund’s common stock are trading; the speed at which the Fund could execute such alternative and return capital to stockholders, relative to other available options; any anticipated accretion or other benefits that may accrue to stockholders; the impact on the value of the Fund’s remaining assets; the need for regulatory approval or any third party consents; and potential U.S. federal, state, local and foreign tax liabilities and the Fund’s ability to fund or contest such potential tax liabilities.
In addition, in considering any distributions of the Fund’s assets pursuant to any of such alternatives, the Board will carefully consider all known and reasonably likely liabilities and claims, including potential tax liabilities, to ensure that following any distribution of cash or other assets to stockholders, whether pursuant to open market stock repurchases, tender or exchange offers or distributions pursuant to a plan of liquidation, the Fund retains sufficient assets to satisfy its obligations as required by applicable law.
Although the Fund is actively taking steps to reduce, and to address any uncertainties regarding, its material contingent liabilities, there can be no assurances as to the timing or outcome of such actions. Accordingly, the Fund may be required to retain a significant amount of assets for substantial periods of time until such contingent liabilities are resolved or provided for.
The Fund’s Board has not made any decision with respect to any of the foregoing additional actions or transactions. There can be no assurance that any of such actions or transactions will be approved by the Fund’s Board (or, if applicable, the Fund’s stockholders) or as to the timing or terms of any such action or transaction.
No assurance can be given that all or any portion of the Fund’s assets will be sold or licensed, that any sales will be at prices equal to or greater than the prices at which the Fund values such assets for purposes of calculating its net asset value or that the Fund will achieve its investment objective. The Fund may hold all or any portion of its assets, including cash, for an indefinite period of time.
The Fund does not currently anticipate making new investments other than for ordinary course cash management purposes or to protect or enhance the value of the Fund’s assets.
The Fund’s investment objective is not fundamental and may be changed without notice to stockholders.