Jefferies Board of Directors Declares the Distribution Date for Previously Announced Spin-Off Dividend of Vitesse Common Stock
January 05 2023 - 8:00AM
Business Wire
- Record date for distribution of Vitesse common stock confirmed
as December 27, 2022
- “When-issued” trading expected to begin on or about January
10, 2023
- Distribution date for Vitesse common stock anticipated to be
January 13, 2023
Jefferies Financial Group Inc. (NYSE:JEF) (“Jefferies”) today
announced that its Board of Directors has declared the distribution
date for the previously announced pro rata dividend of the
outstanding shares of common stock (“Vitesse Common Stock”) of
Vitesse Energy, Inc. (“Vitesse”) held by Jefferies, to be
distributed effective as of 11:59 p.m. ET on January 13, 2023, to
the holders of record of the common shares of Jefferies (“Jefferies
Common Shares”) as of 5:00 p.m. ET on December 27, 2022, the record
date for the distribution. Although Jefferies has received a
private letter ruling from the Internal Revenue Service, to the
effect that the spin-off will qualify as a tax-free reorganization
for U.S. federal income tax purposes (subject to various
limitations, representations and conditions), the distribution
remains subject to the satisfaction or waiver of certain other
conditions (the “Conditions”), including, among others, the
Registration Statement on Form 10 relating to the spin-off having
been declared effective by the U.S. Securities and Exchange
Commission (the “SEC”).
As previously announced, 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 held 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.
Rich Handler, CEO of Jefferies, and Brian Friedman, President of
Jefferies, remarked: “Consistent with our priorities to simplify
and focus our business model and corporate structure, as well as to
continue to return capital to shareholders, we are pleased to be
proceeding with the Vitesse spin-off. We are excited for Vitesse to
be an independent, publicly traded company, and believe that
Vitesse has a strong asset base and tested business model, which we
expect will position Vitesse to return significant capital to its
stockholders. We each look forward to being stockholders of Vitesse
and to seeing its success in the coming years.”
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.
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.
Beginning on or about January 10, 2023 and continuing up to and
including the distribution date, it is expected that Vitesse Common
Stock will trade on a “when-issued” basis on the New York Stock
Exchange (the “NYSE”) under the ticker symbol “VTS WI.” On January
13, 2023, when-issued trading of Vitesse Common Stock will end, and
on January 17, 2023, Vitesse Common Stock will begin trading
“regular way” on the NYSE under the ticker symbol “VTS.” Jefferies
will continue to trade on the NYSE under the ticker symbol
“JEF.”
Also beginning on or about January 10, 2023 and continuing up to
and including the distribution date, it is expected that there will
be two markets in Jefferies Common Shares. Jefferies Common Shares
that trade in the “regular way” market under the symbol “JEF” will
trade with an entitlement to shares of Vitesse Common Stock to be
distributed pursuant to the distribution. Jefferies Common Shares
that trade in the “ex-distribution” market under the symbol “JEF
WI” will trade without an entitlement to shares of Vitesse Common
Stock. Jefferies shareholders who sell their shares in the “regular
way” market before the distribution date will also be selling their
entitlement to receive Vitesse Common Stock in the distribution.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling Jefferies
Common Shares on or before the distribution date.
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 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/20230104006028/en/
Jefferies Financial Group Inc.: Jonathan Freedman (212) 778-8913
MediaContact@Jefferies.com
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