| Item 2.02 | Results of Operations and Financial Condition. |
Unaudited Consolidated Statement of Assets and Liabilities
On October 31, 2018, Altaba Inc., a Delaware corporation (“Altaba” or the “Fund”), published its unaudited consolidated statement of assets and liabilities for the quarter ended September 30, 2018. The unaudited consolidated statement of assets and liabilities is attached hereto as Exhibit 99.1.
Third Quarter 2018 Events
| | • | | Repurchased 195 million shares of Altaba common stock in exchange for approximately 68.25 million Alibaba ADSs and $1.7 billion in cash pursuant to a self-tender offer; |
| | • | | Completed the sale of Altaba’s remaining shares of common stock of Yahoo Japan Corporation for approximately $6.3 billion; |
| | • | | Authorized a $5.75 billion share repurchase program; |
| | • | | Recorded a $385 million reduction in fair value of Excalibur; and |
| | • | | Reached an agreement to resolve all pending claims related to the U.S. and California consumer class actions, subject to Court approval. |
Share Repurchase Program
In September 2018, the Board of Directors of the Fund authorized a new share repurchase program (the “September 2018 Share Repurchase Program”), which replaced the February 2018 Share Repurchase Program, pursuant to which the Fund may, from time to time, purchase up to $5.75 billion of its common stock. From the beginning of the September 2018 Share Repurchase Program through October 30, 2018, the Fund repurchased approximately 15 million shares of its common stock at an average price of $62.89 per share, for a total of approximately $947 million, leaving an unutilized authorization as of October 30, 2018 of $4.8 billion.
Litigation Updates
As previously disclosed, Altaba announced several 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 to resolve all pending claims. The agreement is subject to certain conditions, including Court approval and therefore may not result in a final settlement. If the Court approves the settlement, 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 Yahoo!’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. The Court has granted preliminary approval and scheduled a final approval hearing for January 4, 2019. If the Court grants final approval, the agreement will result in a net payment to Altaba. |
As a result of the recent developments described above, as previously disclosed 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.)
2
