0000928464-18-000163.txt : 20181207 0000928464-18-000163.hdr.sgml : 20181207 20181207170540 ACCESSION NUMBER: 0000928464-18-000163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181207 DATE AS OF CHANGE: 20181207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Voltari Corp CENTRAL INDEX KEY: 0001568319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88777 FILM NUMBER: 181224145 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-388-5500 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 vltcsch13damd412718.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Voltari Corporation
(formerly Motricity, Inc.)
(Name of Issuer)

Common Stock, Par Value $0.001
(Title of Class of Securities)

92870X309
(CUSIP Number)

Jesse A. Lynn, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 7, 2018
(Date of Event which Requires Filing of this Statement)

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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
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.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).

SCHEDULE 13D


Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2012, as previously amended by Amendment No. 1 to Schedule 13D, filed with the SEC on March 30, 2015, Amendment No. 2 to Schedule 13D, filed with the SEC on August 7, 2015, and by Amendment No. 3 to Schedule 13D, filed with the SEC on December 18, 2017 (collectively, the “Schedule 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $0.001 (the “Common Stock”) issued by Voltari Corporation (formerly Motricity, Inc.) (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On December 7, 2018, certain of the Reporting Persons delivered a letter to the Issuer's board of directors regarding a potential acquisition of the remaining shares of the Issuer's Common Stock by the Reporting Persons in a merger transaction. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference.


Item 7.  Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following:
1.
Letter from certain of the Reporting Persons to the Board of Directors of the Issuer.


SIGNATURE


After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 7, 2018


HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner

  By:  /s/ Edward Mattner
Name: Edward Mattner
Title: Authorized Signatory

HOPPER INVESTMENTS LLC

By:  /s/ Edward Mattner
Name: Edward Mattner
Title: Authorized Signatory

BARBERRY CORP.

By:  /s/ Edward Mattner
Name: Edward Mattner
Title: Authorized Signatory

KOALA HOLDING LP
By: Koala Holding GP Corp.

  By:  /s/ Edward Mattner
Name: Edward Mattner
Title: Authorized Signatory

KOALA HOLDING GP CORP.

By:  /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


/s/ Carl C. Icahn_____________
CARL C. ICAHN



[Signature Page to Amendment No. 4 to Schedule 13D – Voltari Corporation]
 EX-1 2 vltcsch13damd412718ex1.htm
EXHIBIT 1



HIGH RIVER LIMITED PARTNERSHIP

December 7, 2018

Board of Directors
Voltari Corporation
767 Fifth Avenue
New York, New York 10153

Ladies & Gentlemen:

As you know, High River Limited Partnership and its affiliates (“us” or “we”) collectively beneficially own 4,739,620 shares of common stock, $0.001 par value (“Common Stock”), of Voltari Corporation (“Voltari”), or approximately 52.69% of the outstanding shares of Common Stock. We also beneficially own approximately 98.0% of the outstanding shares of 13% Redeemable Series J Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Voltari.

We would like to discuss a potential acquisition of the remaining shares of Common Stock by us in a merger transaction pursuant to which Voltari shareholders would receive $0.58 per share in cash for their shares of Common Stock.

In addition to customary conditions, closing of this transaction would be subject to the following non-waivable conditions:

·
First, the transaction must be approved by a special committee of independent directors of Voltari that has been empowered to freely select its own advisors and to reject the transaction definitively should that be its business judgment; and

·
Second, the transaction must be approved by an informed vote of, or tender by, the holders of a majority of the shares of Common Stock held by shareholders who are not affiliated with us.

In addition, as you know, a small percentage of the Preferred Stock is publicly owned. In keeping with Voltari’s certificate of incorporation, it would be our intent for Voltari to pay the holders of the publicly held shares of Preferred Stock the “Redemption Price” set forth in the certificate of incorporation.

We will not move forward with the transaction unless both of the non-waivable conditions set forth above are satisfied. We look forward to hearing from you.

Very truly yours,

HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
  By: Barberry Corp., its sole member

    By: /s/ Keith Cozza 
                   Name: Keith Cozza
                  Title: Secretary and Treasurer