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:
| | • | | U.S. and California consumer class actions.(In Re: Yahoo! Inc. Customer Data Security Breach Litigation, CaseNo. 5:16-md-02752-LHK (N.D. Cal.) andYahoo! 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 forone-half of the total settlement costs (with Verizon responsible for the otherone-half pursuant to a commitment entered into in connection with its acquisition of Altaba’s legacy Internet business). |
| | • | | Federal securities class action.(In re Yahoo! Inc. Securities Litigation, CaseNo. 5:17-cv-00373-LHK (N.D. Cal.)). On September 6, 2018, the Court granted final approval to the shareholder class action settlement. |
| | • | | 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.) andIn re: Yahoo! Inc. Shareholder Derivative Litigation, CaseNo. 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. |
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.
