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 IDT Announces Tender Offer and Consent Solicitation
Receives underwritten commitment for $150 million credit
facility; Net2Phone executes term sheets with significant strategic
investors
Hackensack, NJ --March 29, 1999 -- IDT Corporation (NASDAQ:
IDTC) announced today that it is commencing a tender offer for all
of its outstanding 8.75% Senior Notes due 2006 (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 12:00 Midnight, New York City
time, on April 23, 1999, unless otherwise extended. The purchase
price for the Notes will be $1,020 in cash per $1,000 principal
amount, plus accrued and unpaid interest up to, but not including,
the date of payment. In conjunction with the offer, IDT is soliciting
consents to eliminate certain of the covenants and to amend other
provisions contained in the Indenture, dated February 18, 1998,
under which the Notes were issued. The proposed amendments will
not become operative unless and until the tendered Notes are accepted
for purchase by IDT pursuant to the offer.
The offer is conditioned on, among other things, the receipt of
consents from the holders of at least a majority in principal amount
of the Notes. Holders who tender their Notes in the offer will be
required to consent to the proposed amendments.
IDT has also announced that it has entered into a commitment letter
with Bankers Trust Company, CIBC Oppenheimer Corp. and Lehman Commercial
Paper Inc., whereby these institutions have committed, subject to
certain conditions, to provide and arrange a $150 million credit
facility. Bankers Trust Company is expected to serve as administrative
agent for the facility. IDT expects to use the proceeds from its
initial borrowings under the credit facility to purchase the tendered
Notes. IDT's receipt of borrowings under the credit facility that
are sufficient to repurchase the tendered Notes, on terms and conditions
reasonably satisfactory to IDT, is a condition to IDT's obligation
to consummate the offer.
IDT is commencing the offer to purchase and consent solicitation
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. Net2Phone has executed a term sheet with significant
strategic investors relating to an investment in Net2Phone's equity
securities, and Net2Phone is seeking to execute similar term sheets
with other significant investors.
However, no assurances can be given that any such transaction
will in fact occur. In addition, the offer to purchase the Notes,
the proposed amendments to the Indenture related thereto, and the
$150 million credit facility are intended to provide IDT with greater
operating flexibility. All holders of the Notes, including DTC participants
who hold Notes through the Depository Trust Company, will receive
a written offer to purchase and consent solicitation statement which
will describe the terms of the consent solicitation and the terms
of the proposed amendments in greater detail. BT Alex. Brown Incorporated
is serving as the Dealer Manager and the Solicitation Agent for
the transaction. U.S. Bank Trust National Association, the trustee
under the Notes, is serving as the Depositary for the transaction.
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.
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking
statements include IDT's expectations concerning, among other things,
its ability to receive sufficient funds to repurchase the tendered
Notes and to consummate the offer. These statements, made as of
the date of this press release, are based upon current expectations
and are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including the
percentage of the holders of Notes that will tender, IDT's ability
to obtain the credit facility and Net2Phone's ability to consummate
the sale of equity securities to strategic investors. IDT assumes
no obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected
in the forward-looking statements. Investors should consult all
of the information set forth herein and the other information set
forth from time to time in IDT's reports filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933 and
the Securities Exchange Act of 1934, including the Company's Annual
Report on Form 10-K, as amended, for the year ended July 31, 1998.
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