IDT CORPORATION (NYSE:IDT) Files An 8-K Other Events
Item 8.01 Other Events.
On April 9, 2017, IDT Corporation (the Registrant) entered a
binding term sheet (the Term Sheet) with Straight Path
Communications Inc. (SPCI) providing for the settlement and
mutual release of potential liabilities and claims that may exist
or arise under the Separation Agreement between the Registrant
and SPCI related to the 2013 spin-off of SPCI by the Registrant
and otherwise related to the prior relationship among the parties
(the Mutual Release). to the Term Sheet, in exchange for the
Mutual Release, the Registrant will pay SPCI an aggregate of $16
million, and SPCI will transfer to IDT its majority ownership
interest in Straight Path IP Group, Inc. (SPIP), a subsidiary of
SPCI that holds intellectual property primarily related to
communications over computer networks, subject to the right to
receive 22 percent of the net proceeds, if any, received by SPIP
from licenses, settlements, awards or judgments involving any of
the patent rights and certain transfers of the patents or related
rights, that will be retained by SPCIs stockholders (such equity
interest, subject to the retained interest right, the IP
Interest). The Term Sheet allocates (i) $10 million of the
payment and the retained interest right to the settlement of
claims and the Mutual Release and (ii) $6 million to the transfer
of the IP Interest.
On April 10, 2017, the Board of Directors of the Registrant and
its Corporate Governance Committee approved the sale by the
Registrant of 728,332 shares of Class B common stock to Howard
Jonas, the Registrants Chairman, for aggregate consideration of
$10 million. The price per share of $13.73 was based on the
closing price of the Class B common stock on the date the sale
was approved.
On April 10, 2017, the Board of Directors of the Registrant and
its Corporate Governance Committee also approved the transfer by
the Registrant of the IP Interest to an entity to be organized by
Howard Jonas in exchange for $6 million (which is the price to be
paid by the Registrant to SPCI for the IP Interest). The transfer
is permitted under the Term Sheet and the entity will assume the
Registrants obligations to SPCI and its stockholders with respect
to the IP Interest.
About IDT CORPORATION (NYSE:IDT)
IDT Corporation is a holding company with operations primarily in the telecommunications and payment industries. The Company’s segments include Telecom Platform Services, Consumer Phone Services and All Other. The Company’s Telecom Platform Services segment provides retail telecommunications and payment offerings, as well as wholesale international long distance traffic termination. The Telecom Platform Services segment markets and distributes multiple communications and payment services across four businesses: Retail Communications, Wholesale Carrier Services, Payment Services and Hosted Platform Solutions. The Company’s Consumer Phone Services segment provides consumer local and long distance services in certain states of the United States. The Telecom Platform Services and Consumer Phone Services segments comprise the Company’s IDT Telecom division. The All Other segment includes its real estate holdings and other smaller businesses. IDT CORPORATION (NYSE:IDT) Recent Trading Information
IDT CORPORATION (NYSE:IDT) closed its last trading session up +0.52 at 14.63 with 220,985 shares trading hands.