Exhibit 99.1
Jefferies Board of Directors Declares the Distribution Date for Previously Announced Spin-Off Dividend of Vitesse Common Stock
| • | | Record date for distribution of Vitesse common stock confirmed as December 27, 2022 |
| • | | “When-issued” trading expected to begin on or about January 10, 2023 |
| • | | Distribution date for Vitesse common stock anticipated to be January 13, 2023 |
NEW YORK, January 5, 2023 – Jefferies Financial Group Inc. (NYSE:JEF) (“Jefferies”) today announced that its Board of Directors has declared the distribution date for the previously announced pro rata dividend of the outstanding shares of common stock (“Vitesse Common Stock”) of Vitesse Energy, Inc. (“Vitesse”) held by Jefferies, to be distributed effective as of 11:59 p.m. ET on January 13, 2023, to the holders of record of the common shares of Jefferies (“Jefferies Common Shares”) as of 5:00 p.m. ET on December 27, 2022, the record date for the distribution. Although Jefferies has received 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 (subject to various limitations, representations and conditions), the distribution remains subject to the satisfaction or waiver of certain other conditions (the “Conditions”), including, among others, the Registration Statement on Form 10 relating to the spin-off having been declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
As previously announced, Jefferies shareholders will retain their current Jefferies Common Shares and, on the distribution date, each holder of Jefferies Common Shares will also receive, for every 8.49668 Jefferies Common Shares held as of the record date, a distribution of one share of Vitesse Common Stock. Fractional shares of Vitesse Common Stock will not be distributed to Jefferies shareholders. Instead, the fractional shares of Vitesse Common Stock 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.
Rich Handler, CEO of Jefferies, and Brian Friedman, President of Jefferies, remarked: “Consistent with our priorities to simplify and focus our business model and corporate structure, as well as to continue to return capital to shareholders, we are pleased to be proceeding with the Vitesse spin-off. We are excited for Vitesse to be an independent, publicly traded company, and believe that Vitesse has a strong asset base and tested business model, which we expect will position Vitesse to return significant capital to its stockholders. We each look forward to being stockholders of Vitesse and to seeing its success in the coming years.”
No action or payment is required by Jefferies shareholders to receive the shares of Vitesse Common Stock or cash in lieu of fractional shares. An Information Statement (the “Information Statement”) containing details regarding the distribution of the Vitesse Common Stock, Vitesse’s business and management following the spin-off and other information regarding the spin-off will be made available to Jefferies shareholders prior to the distribution date.
The distribution of Vitesse Common Stock 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.