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Subject to the Securities and Exchange Commission ("SEC") declaring Holdings' registration statement on Form 10 effective, on or about August 17, the spin-off of Holdings will occur by way of a pro rata distribution of Holdings Class A common stock, Class B common stock and Class C common stock to IDT's stockholders.
According to officials, in the distribution, each IDT stockholder will receive one share of Holdings Class A common stock for every three shares of IDT common stock, one share of Holdings Class B common stock for every three shares of IDT Class B common stock, and one share of Holdings Class C common stock for every three shares of IDT Class A common stock, held at 5 p.m., New York City time, on August 3. No action is required by IDT stockholders to receive the shares of Holdings common stock. As of June 3, there were a total of 23,875,773 shares of IDT Class A, Class B and common stock issued and outstanding.
Shares of IDT common stock and Class B common stock will continue to be traded on the New York Stock Exchange with the entitlement to Holdings' shares through the period leading up to and on the Distribution Date. This means that shares of IDT common stock and Class B common stock will trade with an entitlement to shares of Holdings Class A common stock and Class B common Stock, respectively, distributed pursuant to the spin-off. Therefore, if investors sell shares of IDT common stock or Class B common stock at any time up to and including through the Distribution Date, investors will be selling their right to receive shares of Holdings' Class A common stock and Class B common stock, respectively, in the spin-off.
IDT Corp. is a consumer focused company operating primarily in the telecommunications and energy industries.
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