Jefferies Board of Directors Declares Spin-Off Dividend of Vitesse Energy Common Stock
December 16 2022 - 8:33PM
Business Wire
Jefferies Financial Group Inc. (NYSE:JEF) (“Jefferies”) today
announced that its Board of Directors has declared a pro rata
dividend of the outstanding shares of common stock (the “Vitesse
Common Stock”) of Vitesse Energy, Inc. (“Vitesse”) held by
Jefferies to the holders of record of the common shares of
Jefferies (the “Jefferies Common Shares”) as of 5:00 p.m. ET on
December 27, 2022, the record date for the distribution. The
distribution is subject to the satisfaction or waiver of various
conditions, including, among others, receipt of a private letter
ruling (the “PLR”) from the Internal Revenue Service (“IRS”) to the
effect that the spin-off will qualify as a tax-free reorganization
for U.S. federal income tax purposes, receipt of an opinion of
counsel to the effect that the spin-off will qualify as a tax-free
reorganization for U.S. federal income tax purposes, and the Form
10 relating to the spin-off having been declared effective by the
U.S. Securities and Exchange Commission (the “SEC”) (collectively,
the “Conditions”). Jefferies has received a PLR from the IRS to
this effect.
Jefferies shareholders will retain their current Jefferies
Common Shares and, on the distribution date, each holder of
Jefferies Common Shares will also receive, for every 8.49668
Jefferies Common Shares owned as of the record date, a distribution
of one share of Vitesse Common Stock. Fractional shares of Vitesse
Common Stock will not be distributed to Jefferies shareholders.
Instead, the fractional shares of Vitesse Common Stock will be
aggregated and sold in the open market, with the net proceeds
distributed pro rata in cash payments to Jefferies shareholders who
would otherwise receive a fractional share of Vitesse Common
Stock.
No action or payment is required by Jefferies shareholders to
receive the shares of Vitesse Common Stock or cash in lieu of
fractional shares. An Information Statement (the “Information
Statement”) containing details regarding the distribution of the
Vitesse Common Stock, Vitesse’s business and management following
the spin-off and other information regarding the spin-off will be
made available to Jefferies shareholders prior to the distribution
date.
Additional details regarding the distribution are expected to be
announced by press release at a later date, including the
distribution date, the “regular way” trading date and the “when
issued” trading date.
The distribution of Vitesse Common Stock is intended to be
tax-free to Jefferies shareholders for U.S. federal income tax
purposes, except with respect to cash received in lieu of
fractional shares. Jefferies shareholders are urged to consult with
their tax advisors with respect to the U.S. federal, state and
local or foreign tax consequences, as applicable, of the spin-off.
Were Jefferies to waive the requirement of receipt of either or
both of the PLR or the opinion of counsel described above, such
change would be communicated to Jefferies shareholders by,
depending on the timing of the waiver, either filing an amendment
to the Registration Statement on Form 10 to revise the disclosure
in the Information Statement or filing a Current Report on Form 8-K
describing the change.
About Jefferies
Jefferies is the largest independent, global, full-service
investment banking firm headquartered in the U.S. Focused on
serving clients for 60 years, Jefferies is a leader in providing
insight, expertise and execution to investors, companies and
governments. Our firm provides a full range of investment banking,
advisory, sales and trading, research and wealth management
services across all products in the Americas, Europe and Asia.
Jefferies’ Leucadia Asset Management division is a growing
alternative asset management platform.
Forward-Looking
Statements
This press release contains certain “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current views and include statements about
our future and statements that are not historical facts. These
forward-looking statements are usually preceded by the words
“should,” “expect,” “intend,” “may,” “will,” “would,” or similar
expressions. Forward-looking statements may include, without
limitation, statements relating to the planned spin-off of Vitesse,
such as the timing of record date for the distribution, the
anticipated timing and implementation of the distribution of
Vitesse Common Stock to Jefferies shareholders, the satisfaction or
waiver of the Conditions, and the expected business operations of
Vitesse following completion of the proposed spin-off.
Forward-looking statements represent only our belief regarding
future events, many of which by their nature are inherently
uncertain. It is possible that the actual results may differ,
possibly materially, from the anticipated results indicated in
these forward-looking statements. Factors that could cause actual
results to differ, perhaps materially, from those in our
forward-looking statements to materially differ from those
expressed in the forward-looking statements set forth in this press
release include, without limitation, risks that the proposed
spin-off will not be completed in a timely manner or at all, risks
of failure to satisfy any of the Conditions and risks of unexpected
costs or delays to Jefferies’ ability to complete the proposed
spin-off. The forward-looking statements in this press release also
should be considered in light of the risks and uncertainties
described in the reports Jefferies files with the SEC and in the
Information Statement. You should read and interpret any
forward-looking statement together with the reports Jefferies files
with the SEC and the Information Statement. We undertake no
obligation to update or revise any such forward-looking statement
to reflect subsequent circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20221216005523/en/
Jefferies Financial Group Inc.: Jonathan Freedman (212) 778-8913
MediaContact@Jefferies.com
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