XML 32 R21.htm IDEA: XBRL DOCUMENT v3.4.0.3
IDT Financial Services Ltd. Recent Transactions
9 Months Ended
Apr. 30, 2016
IDT Financial Services Ltd. Recent Transactions [Abstract]  
IDT Financial Services Ltd. Recent Transactions

Note 15—IDT Financial Services Ltd. Recent Transactions

 

In December 2015, MasterCard Europe released a security deposit in the amount of $4.7 million made by IDT Financial Services Ltd. At July 31, 2015, this security deposit was included in “Other assets” in the accompanying consolidated balance sheet.

 

On November 2, 2015, Visa Inc. entered into an agreement to acquire Visa Europe Limited subject to regulatory approvals. IDT Financial Services Ltd. is a member of Visa Europe and, if the transaction is consummated, will receive part of the consideration from the intended sale. On April 21, 2016, Visa Inc. announced that, in response to feedback received from the European Commission, Visa Inc. and Visa Europe reached a preliminary agreement to amend their agreement. Pursuant to the original agreement, Visa Inc. would have paid for the acquisition in two tranches. The first tranche will include cash and preferred stock convertible into Visa Inc. Class A common stock. Visa Europe estimated that IDT Financial Services Ltd. will receive, subject to adjustment, €4.7 million ($5.4 million at April 30, 2016) in cash and €1.6 million ($1.9 million at April 30, 2016) in Visa Inc. preferred stock. The second tranche was a potential earn-out, subject to certain achievements that if fulfilled, would have been paid in 2020. In the amendment to the agreement, which remains subject to the negotiation of definitive documentation of the amendment, the parties agreed to eliminate the earn-out portion of the consideration. Instead of an earn-out, the cash consideration payable will be increased by €1.75 billion ($2.0 billion at April 30, 2016), of which €750 million ($859.0 million at April 30, 2016) will be payable upon closing and €1.0 billion ($1.1 billion at April 30, 2016), plus 4% compound annual interest, will be payable on the third anniversary of closing. The transaction remains subject to regulatory approval. The closing may extend beyond the end of the second quarter of calendar 2016. The amount of consideration expected to be received is preliminary, the amounts may change, and the closing of the transaction cannot be assured. The Visa Inc. preferred stock would become fully convertible into Class A common stock of Visa Inc. twelve years after the closing. Beginning four years after closing, Visa Inc. will assess whether it is appropriate to effect a partial conversion. In addition, there will be restrictions on transferring the preferred stock until it is converted into Class A common stock. The preferred stock may only be transferred to other Visa Europe members, or to existing qualifying holders of Visa Inc.’s Class B common stock. Also, the preferred stock will not be registered under the U.S. Securities Act of 1933 and therefore is not transferable unless such transfer is registered or an exemption from registration is available.