Note 4. Leucadia and Related Transactions

Leucadia Transaction

On March 1, 2013, Jefferies Group LLC completed a business combination with Leucadia and became a wholly-owned subsidiary of Leucadia as described in Note 1, Organization and Basis of Presentation. Each share of Jefferies Group Inc.’s common stock outstanding was converted into common shares of Leucadia at an Exchange Ratio of 0.81 of a Leucadia common share for each share of Jefferies Group, Inc. (the “Exchange Ratio”). Leucadia exchanged Jefferies Group, Inc.’s $125.0 million 3.25% Series A-1 Convertible Cumulative Preferred Stock for a new series of Leucadia $125.0 million 3.25% Cumulative Convertible Preferred Shares. In addition, each restricted share and restricted stock unit of Jefferies Group, Inc. common stock was converted at the Exchange Ratio, into an equivalent award of shares of Leucadia, with all such awards for Leucadia shares subject to the same terms and conditions, including, without limitation, vesting and, in the case of performance-based restricted stock units, performance being measured at existing targets.

Leucadia did not assume or guarantee any of our outstanding debt securities, but our 3.875% Convertible senior Debentures due 2029 with an aggregate principal amount of $345.0 million became convertible into common shares of Leucadia. Other than the conversion into Leucadia common shares, the terms of the debenture remain the same.

The Leucadia Transaction resulted in a change in our ownership and was recorded under the acquisition method of accounting by Leucadia and pushed-down to us by allocating the total purchase consideration of $4.8 billion to the cost of the assets acquired, including intangible assets, and liabilities assumed based on their estimated fair values. The excess of the total purchase price over the fair value of assets acquired and the liabilities assumed is recorded as goodwill. The goodwill arising from the Leucadia Transaction consists largely of our commercial potential and the value of our assembled workforce.

In connection with the Leucadia Transaction, we recognized $9.0 million and $2.1 million in transaction costs during the three months ended May 31, 2013 and February 28, 2013, respectively.

The summary computation of the purchase price and the fair values assigned to the assets and liabilities are presented as follows (in thousands except share amounts):

 

Purchase Price
Jefferies common stock outstanding			205,368,031
Less: Jefferies common stock owned by Leucadia			(58,006,024	)
Jefferies common stock acquired by Leucadia			147,362,007
Exchange ratio			0.81
Leucadia’s shares issued (excluding for Jefferies shares held by Leucadia)			119,363,226
Less: restricted shares issued for share-based payment awards (1)			(6,894,856	)
Leucadia’s shares issued, excluding share-based payment awards			112,468,370
Closing price of Leucadia’s common stock (2)		$	26.90
Fair value of common shares acquired by Leucadia			3,025,399
Fair value of 3.25% cumulative convertible preferred shares (3)			125,000
Fair value of shares-based payment awards (4)			343,811
Fair value of Jefferies shares owned by Leucadia (5)			1,259,891
Total purchase price		$	4,754,101

 

(1)	Represents shares of restricted stock included in Jefferies common stock outstanding that contained a future service requirement at March 1, 2013.

(2)	The value of the shares of common stock exchanged with Jefferies shareholders was based upon the closing price of Leucadia’s common stock at February 28, 2013, the last trading day prior to the date of acquisition.

(3)	Represents Leucadia’s 3.25% Cumulative Convertible Preferred Shares issued in exchange for Jefferies Group, Inc.’s 3.25% Series A-1 Convertible Cumulative Preferred Stock.

(4)

The fair value of share-based payment awards is calculated in accordance with ASC 718, Compensation – Stock Compensation. Share-based payment awards attributable to pre-combination service are included as part of the total purchase price. Share-based payment awards attributable to pre-combination service is estimated based on the ratio of the pre-combination service performed to the original service period of the award.

(5)	The fair value of Jefferies shares owned by Leucadia was based upon a price of $21.72, the closing price of Jefferies common stock at February 28, 2013.

 

Assets acquired:
Cash and cash equivalents		$	3,017,958
Cash and securities segregated			3,728,742
Financial instruments owned, at fair value			16,413,535
Investments in managed funds			59,976
Loans to and investments in related parties			766,893
Securities borrowed			5,315,488
Securities purchased under agreements to resell			3,578,366
Securities received as collateral			25,338
Receivables:
Brokers, dealers and clearing organizations			2,444,085
Customers			1,045,251
Fees, interest and other			225,555
Premises and equipment			192,603
Indefinite-lived intangible exchange memberships and licenses (1)			15,551
Finite-lived intangible customer relationships (1)			136,002
Finite-lived trade name (1)			131,299
Other assets			939,600
Total assets		$	38,036,242
Liabilities assumed:
Short-term borrowings		$	100,000
Financial instruments sold, not yet purchased, at fair value			9,766,876
Securities loaned			1,902,687
Securities sold under agreements to repurchase			7,976,492
Other secured financings			122,294
Obligation to return securities received as collateral			25,338
Payables:
Brokers, dealers and clearing organizations			1,787,055
Customers			5,450,781
Accrued expenses and other liabilities			793,843
Long-term debt			6,362,024
Mandatorily redeemable preferred interests			358,951
Total liabilities		$	34,646,341
Noncontrolling interests			356,180
Fair value of net assets acquired, excluding goodwill		$	3,033,721
Goodwill		$	1,720,380

 

(1)	Intangible assets are recorded within Other assets on the Consolidated Statements of Financial Condition.

The goodwill of $1.7 billion is not deductible for tax purposes.

 

Reorganization of Jefferies High Yield Holdings, LLC

On March 1, 2013, we commenced a reorganization of our high yield joint venture with Leucadia, conducted through Jefferies High Yield Holdings, LLC (“JHYH”) (the parent of Jefferies High Yield Trading, LLC (our high yield trading broker-dealer)). On March 1, 2013, we redeemed the outstanding third party noncontrolling interests in JHYH of $347.6 million. On March 31, 2013, Leucadia contributed its mandatorily redeemable preferred interests in JHYH of $362.3 million to Jefferies Group LLC as member’s equity. On April 1, 2013, we redeemed the mandatorily redeemable preferred interests in JHYH received from Leucadia. In addition, on April 1, 2013, our high yield trading broker-dealer was merged into Jefferies LLC (our U.S. securities broker-dealer).