TheStreet declares $1.77 per share distribution, 1-for-10 reverse stock split
TheStreet announced that its board has declared a special cash distribution in the amount of approximately $94.3M or $1.77 per share. In connection with the distribution, the board has approved a 1-for-10 reverse stock split of TheStreet's common stock. 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 $18.5M-$21.5M in the aggregate. The distribution will be payable on April 22 to stockholders of record on April 15. The company expects Nasdaq to set the ex-dividend date as April 23. 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 approved a change in the company's fiscal and tax year, which effective April 1, 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 U.S. tax purposes. The 1-for-10 reverse stock split will be effective with the opening of trading on April 26 and the company's common stock is expected to trade on Nasdaq on a split-adjusted basis 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. The reverse stock split will reduce the number of shares of common stock outstanding from approximately 53.3M to approximately 5.3M. The number of authorized shares of common stock under the company's restated certificate of Incorporation will also be proportionately reduced from 100M shares to 10M shares.