| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| _______________ |
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| SCHEDULE 13D |
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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. ) |
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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. 021346101 | SCHEDULE 13D | Page 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 |
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| CUSIP No. 021346101 | SCHEDULE 13D | Page 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 |
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| CUSIP No. 021346101 | SCHEDULE 13D | Page 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. 021346101 | SCHEDULE 13D | Page 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. 021346101 | SCHEDULE 13D | Page 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. |
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| Exhibit 99.1: |
Joint Filing Agreement. |
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| Exhibit 99.2: |
March 15, 2018 Letter. |
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| Exhibit 99.3: |
March 15, 2018 Presentation. |
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| CUSIP No. 021346101 | SCHEDULE 13D | Page 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 |
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| /s/ Christopher Hohn |
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| Name: Christopher Hohn |
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| Title: Managing Director |
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| /s/ Christopher Hohn |
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| Christopher Hohn |
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| CUSIP No. 021346101 | SCHEDULE 13D | Page 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 |
