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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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