SC 13D 1 p18-0874sc13d.htm ALTABA INC.
SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No.  )
 

Altaba Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

021346101

(CUSIP Number)
 
Mr. Christopher Hohn
TCI Fund Management Limited
7 Clifford St
London W1S 2FT, United Kingdom

44 20 7440 2330

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 15, 2018

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 
 

(Continued on following pages)

(Page 1 of 8 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 021346101SCHEDULE 13DPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

TCI Fund Management Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

79,773,273

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

79,773,273

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

79,773,273

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

9.7%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 021346101SCHEDULE 13DPage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Christopher Hohn

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

79,773,273

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

79,773,273

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

79,773,273

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

9.7%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 021346101SCHEDULE 13DPage 4 of 8 Pages

 

Item 1. SECURITY AND ISSUER.

 

This statement on Schedule 13D relates to the shares ("Shares") of common stock, par value $0.001 per share, of Altaba Inc., a Delaware corporation (the "Company"). The principal executive office of the Company is located at 140 East 45th Street, 15th Floor, New York, New York 10017.

Item 2. IDENTITY AND BACKGROUND.

 

(a) This statement is filed by: (i) TCI Fund Management Limited, a United Kingdom private limited company ("TCIF UK"), with respect to the Shares, held by The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"); and (ii) Christopher Hohn ("Mr. Hohn", and together with TCIF UK, the "Reporting Persons"), with respect to the Shares directly held by the TCI Fund.

(b) The principal business address of the Reporting Persons is 7 Clifford Street, London, W1S 2FT, United Kingdom.

(c) The principal business of the Reporting Persons is investing for accounts under their management.

 

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) TCIF UK is a private limited company organized under the laws of the United Kingdom. Mr. Hohn is a citizen of the United Kingdom.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The 79,773,273 Shares reported herein as beneficially owned by the Reporting Persons were purchased using working capital of the TCI Fund at an aggregate cost of approximately $2,932,416,106.

 

Item 4. PURPOSE OF TRANSACTION.

 

The Reporting Persons acquired the Shares to which this Schedule 13D relates in the ordinary course of business for investment purposes because they believed that the Shares were undervalued and represented an attractive investment opportunity. The Reporting Persons also have short positions in Alibaba Group Holding Limited and Yahoo Japan Corporation.

 

 

CUSIP No. 021346101SCHEDULE 13DPage 5 of 8 Pages

 

On March 15, 2018, the Reporting Persons sent to the Company a letter (the "March 15, 2018 Letter") and a presentation (the "March 15, 2018 Presentation") setting forth its view that it is in the best interest of the Company and its shareholders for the Company to adopt a plan of liquidation. The Reporting Persons believe that the liquidation proceeds should be returned to shareholders in the most tax efficient manner possible, taking into account that a large portion of the Company's shareholder base is non-U.S. A copy of the March 15, 2018 Letter is filed herewith as Exhibit 99.2 and a copy of the March 15, 2018 Presentation is filed herewith as Exhibit 99.3.

 

The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to the matters set forth in the March 15, 2018 Letter and March 15, 2018 Presentation and intend to further discuss with the Company's management and Board of Directors (the "Board") and send presentations and other materials to the Company with respect to the foregoing. The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Company's operations, management, the composition of the Board, capital or corporate structure, capital allocation policies, strategy and plans, or may change their intention with respect to any and all matters referred to in this Item 4. The Reporting Persons may communicate with the Company's management, Board, other shareholders or third parties regarding the foregoing. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.

 

The Reporting Persons intend to review their investment in the Company on a continuing basis and depending upon various factors, including, without limitation, the Company’s financial position and strategic direction, overall market conditions, the outcome of any discussions referenced above, other investment opportunities available to the Reporting Persons, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Company or the Company's investments through, among other things, the purchase or sale of securities of the Company or the Company's investments, including through transactions involving Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Company or the Company's investments in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable; and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares or the Company's investments without affecting their beneficial ownership of Shares. The Reporting Persons may from time to time have long or short exposure to the Company's investments. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

 

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 824,921,315 Shares outstanding which is the number of Shares reported to be outstanding as of December 31, 2017, as reported in the Company's Form N-CSR filed with the Securities and Exchange Commission (the "SEC") on February 26, 2018.

As of the date hereof, the Reporting Persons may be deemed to beneficially own 79,773,273 Shares, representing approximately 9.7% of the Shares outstanding.

 

 

CUSIP No. 021346101SCHEDULE 13DPage 6 of 8 Pages

TCIF UK is the investment manager of the TCI Fund. Christopher Hohn is the Managing Director of TCIF UK. By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the Shares held by the TCI Fund.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.

(b) The Reporting Persons have shared voting and dispositive power over 79,773,273 Shares.

(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(d) No person other than the Reporting Persons and the TCI Fund is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. The TCI Fund has the right to receive dividends from, and proceeds from the sale of, more than 5% of the Shares.

(e) Not applicable.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Except as otherwise set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to the securities of the Company.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.
   
Exhibit 99.1: Joint Filing Agreement.
   
Exhibit 99.2: March 15, 2018 Letter.
   
Exhibit 99.3: March 15, 2018 Presentation.
     

 

 

 

 

CUSIP No. 021346101SCHEDULE 13DPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2018

 

 

TCI Fund Management Limited    
     
     
/s/ Christopher Hohn    
Name: Christopher Hohn    
Title: Managing Director    
     
/s/ Christopher Hohn    
Christopher Hohn    

 

 

 

 

 

 

CUSIP No. 021346101SCHEDULE 13DPage 8 of 8 Pages

Schedule A

 

Transactions in the Shares of the Company During the Last 60 Days

 

The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions. The price reported in the column Price Per Share ($) is a weighted average price . These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price.

 

 

Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
       
1/18/2018 (750,000) 74.280 73.850 - 74.710
1/19/2018 (464,000) 74.079 73.710 - 74.630
1/22/2018 (350,000) 73.862 73.600 - 74.460
1/23/2018 (276,201) 75.380 75.295 - 76.290
1/23/2018 (273,799) 76.516 76.295 - 76.750
1/24/2018 (169,654) 77.961 77.580 - 78.575
1/24/2018 (30,346) 78.648 78.580 - 78.790
1/25/2018 (135,306) 77.725 77.350 - 78.320
1/25/2018 (14,694) 78.486 78.390 - 78.600
1/26/2018 (127,190) 79.477 79.050 -80.040
1/26/2018 (97,810) 80.158 80.050 - 80.245
1/29/2018 (100,000) 79.793 79.310 - 79.990
1/31/2018 (219,600) 79.596 79.150 - 80.140
1/31/2018 (30,400) 80.317 80.150 - 80.395
2/1/2018 (25,000) 76.374 76.300 - 76.475
2/2/2018 (25,000) 76.061 76.000 - 76.100
2/5/2018 (28,700) 73.851 73.500 - 74.470
2/5/2018 (71,300) 74.714 74.500 - 75.330
2/6/2018 (100,000) 72.739 72.200 - 73.075
2/7/2018 (80,000) 73.729 73.605 - 73.821
2/8/2018 (45,840) 71.851 71.500 -72.495
2/8/2018 (4,160) 72.542 72.500 - 72.565
2/9/2018 (109,468) 68.336 68.000 - 68.740
2/9/2018 (157,800) 69.484 69.000 - 69.507
2/9/2018 (193,450) 70.346 70.000 - 70.770
2/12/2018 (90,597) 70.916 70.500 - 71.045
2/12/2018 (73,121) 71.206 71.050 - 71.670
2/13/2018 (135,578) 71.617 71.000 - 71.990
2/13/2018 (60,500) 72.135 72.000 - 72.370
2/14/2018 (65,359) 72.150 71.850 - 72.350
2/14/2018 (98,039) 73.279 73.040 - 73.510
2/15/2018 (117,189) 74.142 73.500 - 74.490
 
 

 

2/15/2018 (13,529) 74.573 74.500 - 74.690
2/16/2018 (76,130) 74.266 74.000 - 74.600
2/20/2018 (75,000) 74.509 74.330 - 74.700
2/21/2018 (125,000) 76.107 75.830 - 76.600
2/23/2018 (91,247) 76.590 76.250 - 77.248
2/23/2018 (33,753) 77.458 77.250 - 77.550
2/26/2018 (175,000) 77.619 77.200 - 78.080
2/27/2018 (100,000) 76.118 76.000 - 76.465
2/28/2018 (200,000) 75.182 74.800 - 75.560
3/1/2018 (186,107) 73.932 73.500 - 74.360
3/1/2018 (13,893) 74.632 74.620 - 74.648
3/2/2018 (217,127) 72.307 71.725 - 72.720
3/2/2018 (32,873) 72.761 72.728 - 72.835
3/5/2018 (95,598) 72.534 72.090 - 73.070
3/5/2018 (2,760) 73.145 73.090 - 73.200
3/6/2018 (128,639) 75.159 74.490 - 75.450
3/7/2018 (63,922) 75.199 74.850 - 75.510