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 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, 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. On October 23, 2020, the Board declared the liquidating distribution, which represents a distribution of substantially all of the Fund’s assets in excess of the aggregate security amount required to be retained by the Fund pending adjudication of any remaining disputed claims.
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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