Jefferies Financial Group Inc. Declares Spin-Off Dividend of Vitesse Energy Common Stock

Strategic Insights -

Jefferies Financial Group Inc. ("Jefferies") recently announced that its Board of Directors has declared a pro rata dividend of the outstanding shares of common stock of Vitesse Energy, Inc. ("Vitesse") held by Jefferies to the holders of record of the common shares of Jefferies as of 5:00 p.m. ET on December 27, 2022. The distribution is subject to certain conditions, including receipt of a private letter ruling from the Internal Revenue Service to the effect that the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes.

Key Takeaways:

  • Jefferies shareholders will retain their current Jefferies Common Shares and receive one share of Vitesse Common Stock for every 8.49668 Jefferies Common Shares owned as of the record date.
  • Fractional shares of Vitesse Common Stock will not be distributed to Jefferies shareholders, but instead will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to Jefferies shareholders who would otherwise receive a fractional share of Vitesse Common Stock.
  • The distribution is intended to be tax-free to Jefferies shareholders for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares.
  • Jefferies shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.
  • Jefferies is the largest independent, global, full-service investment banking firm headquartered in the U.S. and has a 60-year history of serving clients.
  • The spin-off is subject to satisfaction or waiver of various conditions, including receipt of a private letter ruling from the IRS and the Form 10 having been declared effective by the SEC.

Statistics:

  • The pro rata dividend of Vitesse Common Stock will be distributed to Jefferies shareholders as of 5:00 p.m. ET on December 27, 2022.
  • Each holder of Jefferies Common Shares will receive one share of Vitesse Common Stock for every 8.49668 Jefferies Common Shares owned as of the record date.
  • Fractional shares of Vitesse Common Stock will not be distributed to Jefferies shareholders.
  • The distribution is intended to result in the separation of Jefferies and Vitesse.

Sources:

  • Jefferies Financial Group Inc. Form 8-K filing with the SEC (December 16, 2022)
  • Jefferies Financial Group Inc. press release (December 16, 2022)
  • COMTEX news article (December 16, 2022)