Current Report Filing (8-k)
17 Settembre 2018 - 12:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2018 (September 14, 2018)
Altaba Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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811-23264
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77-0398689
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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140 East 45th Street, 15th Floor,
New York, New York
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10017
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (646)
679-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01 Regulation FD Disclosure
Completion of Yahoo Japan Offering
On September 14,
2018, Altaba Inc. (Altaba or the Fund) completed the sale (the YJ Sale) of 1,363,531,700 shares of common stock of Yahoo Japan Corporation (Yahoo Japan) at a price of ¥354 per share. As a result of
the YJ Sale, the Fund no longer holds any shares of Yahoo Japan common stock. The Fund received net proceeds from the sale, after underwriting commissions, of approximately $4.3 billion.
Share Repurchase Program
The Board of Directors of the
Fund authorized a new share repurchase program, pursuant to which the Fund may, from time to time, purchase up to $5.75 billion of its common stock through, without limitation, market purchases, privately negotiated transactions or other
methods of acquiring shares. The date and time of such repurchases will depend upon market conditions. All repurchases will be made in compliance with, and at such times as permitted by, federal securities laws and may be suspended or discontinued
at any time. This new share repurchase authorization, which became effective upon completion of the YJ Sale, supersedes the existing buyback program, which was authorized in February 2018.
Litigation Updates
There have been recent updates in the
following litigation matters:
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U.S. and California consumer class actions.
(
In Re: Yahoo! Inc. Customer Data Security Breach
Litigation
, Case
No. 5:16-md-02752-LHK
(N.D. Cal.) and
Yahoo! Inc. Private Information Disclosure Cases
, Case No.
JCCP 4895 (Ca. Sup. Ct.)). Altaba, Verizon Communications Inc. (Verizon) and plaintiffs counsel have reached an agreement in principle to resolve all pending claims. The agreement in principle is subject to certain conditions,
including Court approval and therefore may not result in a final settlement. If a definitive agreement is reached which receives Court approval, Altaba would be responsible for
one-half
of the total settlement
costs (with Verizon responsible for the other
one-half
pursuant to a commitment entered into in connection with its acquisition of Altabas legacy Internet business).
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Federal securities class action.
(
In re Yahoo! Inc. Securities Litigation
, Case
No. 5:17-cv-00373-LHK
(N.D. Cal.)). On September 6, 2018, the Court granted final approval to the shareholder class action
settlement.
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Shareholder derivative litigation.
(
Spain v. Marissa Mayer, et al.
, Case No. 17CV207054 (Cal.
Sup. Ct.),
The LR Trust, et al. v. Marissa Mayer, et al.
, Case No. 17CV306525 (Cal. Sup. Ct.),
Plumbers and Pipefitters National Pension Fund v. Marissa Mayer, et al.
, Case No. 17CV310992 (Cal. Sup. Ct.),
Oklahoma
Firefighters Pension and Retirement System v. Eric Brandt, et al.,
Case No. 2017 0133 SG (Del. Ch. Ct.) and
In re: Yahoo! Inc. Shareholder Derivative Litigation
, Case
No. 5:17-cv-00787-LHK
(N.D. Cal.)). The parties to the shareholder derivative cases have negotiated a definitive agreement to resolve all claims. The agreement is
subject to Court approval and therefore may not result in a final settlement. If approved, the agreement will result in a net payment to Altaba.
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As a result of the recent developments described above, Altaba has estimated an additional net amount of approximately $47 million in litigation
settlement expenses. (The net amount includes settlement expenses incurred or reasonably estimated to be incurred with respect to the two class action cases offset by the estimated recovery from the shareholder derivative litigation.)
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ALTABA INC.
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By:
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/s/ Arthur Chong
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Name:
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Arthur Chong
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Title:
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General Counsel and Secretary
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Date: September 17, 2018
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