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. Nasdaq has advised the Fund that trading in the Shares will be indefinitely suspended prior to the opening of trading on October 7, 2019, and that Nasdaq will thereafter file 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, Altaba filed with the Chancery Court of the State of Delaware (the “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 requests 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.
Questions from investors or the media should be directed to firstname.lastname@example.org. Questions from creditors about a claim in connection with the liquidation and dissolution process should be directed to email@example.com.
No, but see the discussion immediately below regarding possible transfers of the right to receive future distributions. On October 4, 2019, the Fund filed a certificate of dissolution with the Secretary of State of the State of Delaware. As of the Effective Time, the Certificate of Dissolution 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, as of the Effective Time, the Fund closed its stock transfer books and discontinued recording transfers of 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.
However, the Fund has requested that The Depository Trust Company (“DTC”) maintain records representing the right to receive any post-dissolution liquidating distributions, including transfers of such rights. Consequently, the Fund expects that transfers of such rights will be tracked by DTC. To the extent that a stockholder’s Shares are not held by a DTC participant as of the Effective Time, it could be more difficult for such stockholder to transfer such stockholder’s rights to receive any post-dissolution liquidating distributions.
In addition, brokers may make a market for interests representing the right to receive future liquidating distributions in the “over-the-counter” market. There is no assurance that such a market will arise or, if one does arise, for how long it will be maintained or how actively interests in the shares will trade. Both trading prices and volumes in any such “over-the-counter” market could be volatile and erratic. On October 2, 2019, FINRA issued a Uniform Practice Advisory to alert members, investors and other interested parties that FINRA does not currently intend to issue an OTC quoting and trading symbol for Altaba Shares following its delisting from Nasdaq or the rights to receive any post-dissolution liquidating distributions.
As described in the Petition, a copy of which is filed as an exhibit to Form 8-K dated May 28, 2020. The Fund will first seek an interim order from the Chancery Court (the “Interim Order”) that approves an initial conservative aggregate amount of security. In addition to undisputed claims (including claims where the Fund has agreed with the claimant on the required amount of security, either initially or following negotiation), this security amount includes, for each claim as to which the amount is in dispute, the full amount requested by the relevant claimant. The Fund is requesting this relief in order to be able to make a cash distribution, representing all of the Fund’s assets in excess of the aggregate security amount approved in the Interim Order, without having to wait for the Chancery Court to adjudicate the amounts of security reasonably likely to provide sufficient compensation for the claims in dispute. Additional distributions are not expected to be made until a determination has been reached by the Chancery Court regarding the amount and form of security reasonably likely to provide sufficient compensation for such disputed claims and the Chancery Court’s issuance of a final order, as described below.
The U.S. Department of Justice (the “DOJ”), on behalf of the Internal Revenue Service (the “IRS”), filed a Notice of Removal, removing the IRS tax claim from Delaware Proceeding to the U.S. District Court for the District of Delaware (the “Delaware District Court”).
The Fund is not able to predict with certainty when the Chancery Court will address the Fund’s Motion for Interim Distribution. The Chancery Court is not typically requested to authorize such an Interim Order in proceedings of this kind, and there can be no assurance that the Chancery Court will approve the Interim Order and permit the distribution of excess assets based on the Interim Order or when such distribution, if approved, will occur.
After the Chancery Court rules on the Interim Order Motion, the Fund will request a final order from the Chancery Court (the “Final Order”, and together with the Interim Order, the “Court Orders”) establishing the final amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of the Effective Time (or such longer period of time as the Chancery Court may determine not to exceed ten years after the Effective Time), pay or make reasonable provision for the Fund’s uncontested known claims and expenses (including any changes to amounts agreed by the Fund and claimants following the issuance of the Interim Order), and establish reserves for other claims as required by the Final Order.
The Final Order will reflect the Chancery Court’s, and, as applicable, the Delaware District Court’s, own determination as to the amount and form of security reasonably likely to provide sufficient compensation for all known, contingent and potential future claims against the Fund. There can be no assurance regarding the timing and provisions of the Final Order and the Chancery Court, and, as applicable, the Delaware District Court, may require the Fund to withhold an aggregate amount of security in excess of the amount that we believe is reasonably likely to satisfy the Fund’s potential claims and liabilities. In addition, the Fund cannot predict the impact, if any, of the COVID-19 pandemic on the timing of proceedings in the Chancery Court or the Delaware District Court, and it is possible that delays could result. There also can be no assurance as to the timing or amount of any additional distributions that we may make subsequent to the distribution we intend to make immediately following the entry of the Interim Order.
In general, distributions made pursuant to the Plan of Complete Liquidation and Dissolution, including the pre-dissolution liquidating distribution, will be treated for U.S. federal income tax purposes as a series of distributions in complete liquidation of Altaba in which amounts received by stockholders are treated as full payment in exchange for their shares of Altaba common stock.
A liquidating distribution received by a U.S. stockholder will first be applied against and reduce the stockholder’s adjusted tax basis in its Altaba common stock, before the stockholder recognizes any gain or loss. A U.S. stockholder will recognize gain as a result of a liquidating distribution to the extent that the aggregate value of the liquidating distribution and any prior liquidating distributions received by the stockholder with respect to a share exceeds the stockholder’s adjusted tax basis in the share. A U.S. stockholder generally cannot recognize a loss on a liquidating distribution until the final liquidating distribution is made, and then only if the aggregate value of all liquidating distributions with respect to a share is less than the stockholder’s adjusted tax basis in the share. If a U.S. stockholder holds different blocks of Altaba common stock (generally as a result of having acquired shares at different times or at different prices), gain or loss is calculated separately with respect to each such block. Any gain or loss recognized by a U.S. stockholder will be capital gain or loss provided the stockholder holds its Altaba common stock as a capital asset.
For a general summary of certain material U.S. federal income tax consequences of the Plan of Complete Liquidation and Dissolution, including a more detailed description of the U.S. federal income tax consequences of liquidating distributions to U.S. stockholders, please see Altaba’s proxy statement dated May 17, 2019 under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution — Material U.S. Federal Income Tax Consequences of Liquidation and Dissolution.” That summary and the above discussion are for general information purposes only and are not tax advice. Altaba can make no assurances as to the tax consequences of distributions made pursuant to the Plan of Complete Liquidation and Dissolution. Stockholders are urged to consult their own tax advisors as to the specific tax consequences of such distributions to them in light of each stockholder’s particular circumstances, including the applicability and effect of any U.S. federal, state and local, and foreign tax laws.
In general, a non-U.S. stockholder will not be subject to U.S. federal income or withholding tax with respect to any gain realized on a liquidating distribution unless (1) the gain is effectively connected with the stockholder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), or (2) in the case of a non-U.S. stockholder that is a nonresident alien individual, the stockholder is present in the United States for 183 or more days in the taxable year of the liquidating distribution and certain other requirements are met. A non-U.S. stockholder that holds Altaba common stock through an account with a U.S. financial institution or other withholding agent (such as a broker-dealer) should consult that institution regarding the U.S. withholding requirements.
For a general summary of certain material U.S. federal income tax consequences of the Plan of Complete Liquidation and Dissolution, including a more detailed description of the U.S. federal income tax consequences of liquidating distributions to non-U.S. stockholders, please see Altaba’s proxy statement dated May 17, 2019 under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution — Material U.S. Federal Income Tax Consequences of Liquidation and Dissolution.” That summary and the above discussion are for general information purposes only and are not tax advice. Altaba can make no assurances as to the tax consequences of distributions made pursuant to the Plan of Complete Liquidation and Dissolution. Stockholders are urged to consult their own tax advisors as to the specific tax consequences of such distributions to them in light of each stockholder’s particular circumstances, including the applicability and effect of any U.S. federal, state and local, and foreign tax laws.
Pursuant to Delaware law, our corporate existence will continue until at least October 2022, or for a longer period of time if ordered by the Delaware Court of Chancery, for the purpose of prosecuting and defending suits, winding up Altaba and making distributions to stockholders.
Stock certificates are not required to be surrendered as part of Altaba’s liquidation and dissolution. Upon the payment of the final liquidating distribution, Altaba will issue a press release to the effect that all outstanding shares will be deemed to be cancelled. Therefore, there will be no collection or surrendering of stock certificates.
You can order documents online on the Investor Relations website.
For questions related to the ownership of your rights in common stock of Altaba, please contact our Distribution and Transfer Agent, Computershare Investor Services, by phone at (877) 373-6374, by mail at P.O. Box 505000, Louisville, KY, or by overnight mail at 462 South 4th Street, Suite 1600, Louisville, KY 40202.
For registered shareholders, you may change your address and conduct additional services online through a secure Internet Account Access service hosted by our transfer agent, Computershare, at www.computershare.com. You may also contact them by phone at (877) 373-6374 , by mail at P.O. Box 505000, Louisville, KY 40233, or by overnight mail at 462 South 4th Street, Suite 1600, Louisville, KY 40202.
You can view Altaba's Corporate Governance documents here.
Altaba Inc. (formerly known as Yahoo! Inc.) is an independent, non-diversified, closed-end management investment company registered under the 1940 Act.
Altaba makes filings with the SEC as required under the Investment Company Act of 1940 (the "1940 Act"). Information about Altaba is also provided in the Fund’s Registration Statement on Form N-2.
Altaba’s fiscal year end is December 31.
Information on Altaba's management team can be found here.
The Yahoo! operating business was acquired by Verizon on June 13, 2017. For any questions related to Yahoo! products or services (Account, Mail, Messenger, Search, and More) please visit https://help.yahoo.com/kb/account.