NEW YORK -- (Business Wire)
Leucadia National Corporation (NYSE: LUK) announced today that it has
commenced a consent solicitation relating to the Indenture (the
“Indenture”) governing its 8.125% Senior Notes due 2015 (the “Notes”).
Specifically, Leucadia proposes to amend the covenant entitled
“Limitation on Funded Debt of Material Subsidiaries” in the Indenture to
permit the incurrence of additional Funded Debt (as defined in the
Indenture) of one or more Material Subsidiaries (as defined in the
Indenture) in an aggregate principal amount at any one time outstanding
not to exceed $1.25 billion. The proposed amendment is being made in
connection with the previously announced proposed merger between
Leucadia and Jefferies Group, Inc. (“Jefferies”) whereby Jefferies will
become a wholly-owned subsidiary of Leucadia and will constitute a
“Material Subsidiary” under the Indenture (the “Merger Transaction”).
The proposed amendment is being sought to provide Material Subsidiaries,
which would include Jefferies and certain of its subsidiaries,
flexibility to incur additional indebtedness.
The proposed amendment, and the payment of any consent fee or soliciting
dealer fee, is conditioned, among other things, on the consummation of
the Merger Transaction.
In the event that the proposed amendment becomes operative, Leucadia
will pay a consent fee of $5.00 per $1,000 principal amount of Notes to
all consenting holders of Notes, on terms and conditions described in
the consent solicitation documentation. Leucadia will also pay the
relevant soliciting dealer a fee of $1.50 per $1,000 principal amount of
Notes, provided that such fee will only be paid with respect to consents
by holders of Notes whose aggregate principal amount of Notes is
$1,000,000 or less.
The record date to determine holders of Notes entitled to consent is
5:00 P.M., New York City time, on January 23, 2013. The consent
solicitation will expire at 5:00 P.M., New York City time, on March 7,
Holders of Notes who have any questions regarding the terms of the
consent solicitation should contact the Solicitation Agent, Jefferies &
Company, Inc., at (888) 708-5831 (U.S. Toll-free) or (203) 708-5831.
Copies of the consent solicitation statement, the form of consent or any
related documents may be obtained from i-Deal LLC, the Information
Agent, by calling (888) 593-9546 (U.S. Toll-free) or (212) 849-3880. In
addition, beneficial owners wishing to review the consent solicitation
statement may also access it by visiting the following website: www.leucadia.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF
ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL.
Leucadia National Corporation, with its principal business address at
315 Park Avenue South, New York, New York 10010, is a diversified
holding company engaged in a variety of businesses.
This press release may contain “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995.Although Leucadia believes any
such statement is based on reasonable assumptions, there is no assurance
that actual outcomes will not be materially different.These
forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially.These
forward-looking statements speak only as of the date hereof.Leucadia
disclaims any intent or obligation to update these forward-looking
Leucadia National Corporation
Laura Ulbrandt, 212-460-1900
Source: Leucadia National Corporation
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