Jefferies Group in Merger with Leucadia National

November 12, 2012

Cleary Gottlieb is acting as counsel to Citigroup Global Markets, as financial advisor to the transaction committee of Jefferies Group in its merger with Leucadia National Corporation, with the combined company having an implied shareholders’ equity of over $9 billion.

Jefferies is a full service investment banking firm. Leucadia is a diversified holding company which owns approximately 29% of Jefferies, constituting Leucadia’s largest investment.

In the merger, announced November 12 and expected to close in the first quarter of 2013, each outstanding share of Jefferies stock will be converted into 0.81 shares of Leucadia stock, resulting in current Jefferies’ shareholders (other than Leucadia) owning approximately 35% of the combined company. The two top Jefferies officers will become CEO and COO of Leucadia, and they and Jefferies’ four independent directors will join the Leucadia board of directors.