Preparations for IDTC spinoff/IPO beginning:
Tuesday February 2, 1:25 pm Eastern Time
Company Press Release
IDT Announces Consent Solicitation
HACKENSACK, N.J.--(BUSINESS WIRE)--February 2, 1999--IDT
Corporation (NASDAQ: IDTC - news) announced today that it is soliciting
the consent of the holders of its 8.75% Senior Notes due 2006 to certain
proposed amendments to the terms of the Notes. The Notes, of which an aggregate principal amount of $100,000,000
are currently outstanding, were issued in February 1998.
The offer will remain open until 5:00 P.M. on February 17, 1999, unless otherwise extended. Under the terms of the
offer, each holder of the Notes who delivers a properly completed and executed consent form approving the proposed
amendments prior to the expiration date will receive a cash fee equal to $10.00 per $1,000 principal amount of Notes held
by such holder. IDT is soliciting the consent to the proposed amendments primarily for the purpose of enabling IDT to
effect one or more possible financing transactions involving Net2Phone, Inc., a Delaware corporation and the subsidiary
of IDT that conducts IDT's Internet telephony operations. Such a transaction may consist of the issuance of Net2Phone's
capital stock to private investors or to the public.
IDT is currently in discussions with several parties who have expressed an interest in making equity investments in
Net2Phone. However, no assurances can be given that any such transaction will in fact occur. In addition, the proposed
amendments are intended to facilitate IDT's ability to enter into a proposed credit facility with a group of financial
institutions and to effect several other revisions to the Indenture governing the Notes that are intended to provide IDT
with greater operating flexibility. Holders of the Notes as of the Record Date will receive a written consent solicitation
which will describe the terms of the consent solicitation and the terms of the proposed amendments in greater detail.
The consent solicitation is being made to all persons who were registered holders of the Notes as of the record date
February 1, 1999, including DTC participants who held Notes through The Depository Trust Company as of such date.
The proposed amendments require the consent from the holders of not less than a majority in aggregate principal amount
of the outstanding Notes. BT Alex. Brown Incorporated is serving as the Solicitation Agent for the consent solicitation,
and U.S. Bank Trust National Association, the trustee under the Notes, is serving as the Depositary.
IDT is a leading emerging multinational carrier that combines its position as an international telecommunications operator,
its experience as an Internet service provider and its leading position in Internet telephony to provide a broad range of
telecommunications services to its wholesale and retail customers worldwide. The company provides its customers with
integrated and competitively priced international and domestic long distance, pre-paid calling cards, Internet access and,
through its Net2Phone product offerings, Internet telephony services including Net2Phone Direct, Net2Fax, and
Click2Talk. |
