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. 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 has 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 August 20, 2020, the Fund filed with the Chancery Court a Motion for an Interim Order Approving Interim Holdbacks and Permitting Certain Distributions to Stockholders (the “Interim Order”) to receive authorization 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 remain in dispute. The Interim Order was entered by the Chancery Court with some modifications on October 19, 2020.
The Chancery Court held a hearing from April 20-22, 2021 and on July 20, 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 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 remain in dispute.
On April 18, 2022, the Chancery Court issued an opinion determining that amount of security for the putative class claim asserted by Emily Larocque (defined below as the “Larocque action,” see Note 5). The Fund filed a motion for reargument on April 25, 2022, which remains pending.
On June 23, 2022, the Chancery Court issued a final order determining the amount of security for the claim asserted by Droplets, Inc., and authorized the Fund to make a distribution of certain excess assets.
Below is a summary of post-dissolution liquidating distributions:
Board Approval Date | Per Share Amount | Aggregate Amount | Date Paid |
October 23, 2022 | $8.33 | $4,327,529,678 | November 2, 2020 |
July 23, 2021 | 7.48 | 3,885,945,017 | August 5, 2021 |
August 19, 2021 | 0.54 | 280,536,137 | September 1, 2021 |
December 20, 2021 | 0.67 | 348,072,615 | December 30, 2021 |
March 7,2022 | 0.24 | 124,682,727 | March 15, 2022 |
May 27, 2022 | 0.75 | 389,633,524 | June 7,2022 |
July 20, 2022 | 1.43 | 742,901,253 | July 29, 2022 |
January 5, 2023 | 0.68 | 353,267,728 | January 13, 2023 |
The Chancery Court is expected to enter an additional order establishing the final amount and form of security for the Larocque action (the “Final Order” and, together with the Joint Motion, the Interim Order, the Post-Trial Order, and the Partial Final Order, collectively the “Court Orders”).
The Final Order will reflect the Chancery Court’s own determination as to the amount and form of security reasonably likely to provide sufficient compensation for the Larocque action. There can be no assurance regarding the timing and provisions of the Final Order and the Chancery Court may require the Fund to withhold an aggregate amount of security in excess of the amount that the Fund believes is reasonably likely to satisfy the Fund’s potential claims and liabilities. There also can be no assurance as to the timing or amount of any additional distributions that the Fund may make.
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.
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