NEW YORK, April 3, 2019 /PRNewswire/ -- TheStreet,
Inc. (Nasdaq: TST) a leading financial news and information
company, today announced that its Board of Directors has declared a
special cash distribution in the amount of approximately
$94.3 million or $1.77 per share. In connection with the
distribution, the Board of Directors has approved a 1-for-10
reverse stock split of TheStreet's common stock.
"This distribution allows us to return significant value to our
stockholders at this time while also maintaining the flexibility
and capital needed to effectively run the B2C business as we
continue to explore strategic opportunities," commented
Eric Lundberg, Chief Executive
Officer and Chief Financial Officer of TheStreet. "We will also
continue to evaluate our cash position and operating performance
with an eye towards making an additional cash distribution of up to
$0.08 later this year and we look
forward to updating the market on our progress over the coming
months."
Distribution
The special distribution consists of the
net proceeds from the sale of the Company's B2B business to
Euromoney and a portion of current cash on hand. The Company
estimates that its cash on hand immediately following the
distribution and after payment of expenses and certain deal-related
costs, and excluding amounts currently held in escrow, will be
approximately $18.5 – $21.5 million in the aggregate.
The distribution will be payable on April
22, 2019 to stockholders of record on April 15, 2019. The Company expects Nasdaq to set
the ex-dividend date as April 23,
2019. Stockholders who sell their shares after the record
date and prior to the ex-dividend date will also be selling their
right to receive the special cash distribution.
The Company also announced that the Board of Directors approved
a change in the Company's fiscal and tax year, which effective
April 1, 2019, shall end on
March 31 of each year, and a plan of
partial liquidation with respect to its B2B operations. As a
result, a portion of the distribution will be treated as a partial
liquidation for federal income tax purposes with the remaining
portion treated as a non-dividend distribution for US tax
purposes.
Additional information regarding the specifics of the
distribution will be posted on the investor relations section of
TheStreet's website shortly following the payment of the
distribution.
Reverse Stock Split
The 1-for-10 reverse stock split
will be effective with the opening of trading on April 26, 2019 and the Company's common stock is
expected to trade on Nasdaq on a split-adjusted basis under the
CUSIP number 88368Q 202 at such time. As a result of the reverse
stock split, the total number of shares of common stock held by
each stockholder will be converted automatically into the number of
whole shares of common stock equal to the number of shares of
common stock held by such stockholder immediately prior to the
reverse stock split, divided by 10.
As previously disclosed, on February 12,
2019, the Company's stockholders approved a proposal
authorizing the Company's Board of Directors to effect a reverse
stock split by a ratio of not less than 1-for-5 and not more than
1-for-20. The reverse stock split uniformly affects all
issued and outstanding shares of the Company's common stock. The
reverse stock split will not alter any stockholder's percentage
ownership interest in the Company, except to the extent that the
reverse stock split results in fractional shares. No fractional
shares will be issued in connection with the reverse stock split.
Stockholders who would otherwise be entitled to receive a
fractional share will instead receive cash in lieu of such
fractional share based upon the closing price of the Company's
common stock on April 25, 2019.
The reverse stock split will reduce the number of shares of
common stock outstanding from approximately 53.3 million to
approximately 5.3 million. The number of authorized shares of
common stock under the Company's Restated Certificate of
Incorporation will also be proportionately reduced from 100 million
shares to 10 million shares.
American Stock Transfer & Trust Company, LLC is acting as
the exchange agent and transfer agent for the reverse stock split
and will provide instructions to stockholders with physical
certificates regarding the exchange of their pre-split stock
certificates for post-split shares held in book-entry form through
the Depository Trust Company's Direct Registration System.
About TheStreet
TheStreet, Inc. (NASDAQ: TST,
www.t.st) is a leading financial news and information provider to
investors and institutions worldwide. The Company's flagship brand,
TheStreet (www.thestreet.com), has produced unbiased business news
and market analysis for individual investors for more than 20
years.
Notice Regarding Forward-Looking Statements
This press
release contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements regarding the
Company's capital needs, ongoing consumer business and strategic
opportunities. Such forward-looking statements are subject to
risks and uncertainties, including those described in the Company's
filings with the Securities and Exchange Commission ("SEC") that
could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that
might contribute to such differences include, among others,
economic downturns and the general state of the economy, including
the financial markets and mergers and acquisitions environment; our
ability to drive revenue, and increase or retain current
subscription revenue, particularly in light of the investments in
our expanded news operations; our ability to develop new products;
competition and other factors set forth in our filings with the
SEC, which are available on the SEC's website at www.sec.gov.
All forward-looking statements contained herein are made as of the
date of this press release. Although the Company believes
that the expectations reflected in the forward-looking statements
are reasonable, the Company cannot guarantee future results or
occurrences. The Company disclaims any obligation to update
these forward-looking statements, whether as a result of new
information, future developments or otherwise.
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SOURCE TheStreet, Inc.
