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IDT Corp. Announces Details Of Straight Path Spin-Off

Stocks in this article: IDT

IDT Corporation (NYSE: IDT) today announced that the Securities and Exchange Commission has declared effective the Registration Statement on Form 10 for the spin-off of its Straight Path Communications Inc. (SPCI) subsidiary to IDT stockholders.

SPCI has extensive holdings of FCC wireless spectrum licenses and a portfolio of patents primarily related to communications over computer networks. Straight Path Spectrum leases its extensive holdings of 38 and 28 GHz fixed wireless spectrum licenses. The licenses, which cover virtually the entire United States and include substantial volumes of bandwidth in all major metropolitan areas, were purchased by IDT from the bankruptcy estate of Winstar Communications.

Straight Path IP Group holds, enforces and licenses patent rights pertaining to communications over computer networks, such as the Internet.

SPCI will be spun off with a management team dedicated to realizing value from these intangible assets, and will be capitalized with approximately $15 million in cash. A copy of the amended Form 10 Information Statement is available on the IDT website at www.idt.net/about/ir.

In connection with the spin-off, and subject to the approval of SPCI Class B common stock for listing on the NYSE MKT LLC:

  • The spin-off will be effective at 11:59 p.m. EDT on the distribution date, on our about July 31 st, 2013.
  • On the distribution date, each IDT stockholder as of 5:00 PM EDT on the record date, July 25 th, 2013, will receive one share of SPCI Class A common stock for every two shares of IDT Class A common stock and one share of SPCI Class B common stock for every two shares of IDT Class B common stock.
  • Beginning on July 23 rd, 2013, the entitlement to shares of SPCI Class B common stock will trade on the NYSE MKT “when issued” market with the ticker symbol STRP WI. On the first day of trading following the distribution date, “when issued” trading will cease, and “regular-way” trading of SPCI Class B common stock will begin on the NYSE MKT with the ticker symbol “STRP”.
  • Also beginning on July 23 rd, 2013 and continuing through the distribution date, there will be two NYSE markets in IDT Class B common stock: a “regular-way” market and an “ex-distribution” market. Shares of IDT Class B common stock exchanged in the “regular-way” market will trade with an entitlement to receive shares of SPCI Class B common stock through the distribution. Shares of IDT Class B common stock exchanged in the “ex-distribution” market will trade without such an entitlement.
  • IDT has received a legal opinion from Pryor Cashman LLP that the distribution should qualify as tax-free transaction for U.S. federal income tax purposes. However, cash distributed in lieu of fractional shares generally will be taxable to the recipient stockholders. Stockholders are urged to consult their financial advisors and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling IDT common stock on or prior to the Distribution Date and the applicability and effect of any U.S. federal, state, local and foreign tax laws.
  • SPCI Class B common stock has been assigned CUSIP # 862578101

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent Form 10 filing (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

About Straight Path Communications Inc. (SPCI):

Straight Path Communications Inc., (NYSE MKT: STRP) leases its extensive holdings of 38 and 28 GHz fixed wireless spectrum licenses through its Straight Path Spectrum subsidiary. SPCI holds and licenses patent rights covering communications over computer networks, such as the Internet, through its Straight Path IP Group subsidiary.

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