April 23, 2024

DealBook: Leucadia to Buy Jefferies in $3.6 Billion Deal

8:11 a.m. | Updated

The Leucadia National Corporation said on Monday that it would buy the Jefferies Group in a deal valued at about $3.6 billion.

Shareholders of Jefferies will receive 0.81 of a Leucadia share for each of their shares, the announcement said. That represents a 24 percent premium to the closing price of Jefferies on Friday.

Leucadia, a conglomerate that has been likened to a “baby Berkshire Hathaway” because of the wide range of its holdings, already owns about 28.6 percent of Jefferies. After the deal closes, Jefferies shareholders will own 35.3 percent of the combined company.

The deal will give Jefferies a deep-pocketed owner as it continues to build out a full-service investment bank. The firm has sought to raise its profile in businesses like mergers advisory in part to provide a counterbalance to its core business of trading stocks and bonds.

The firm’s stock price has outperformed those of larger rivals like Goldman Sachs and Morgan Stanley over the last five years, though all three banks have struggled since the onset of the financial crisis.

Jefferies survived questions about its holdings in European debt last year, quickly selling off government bonds in an effort to assuage market fears.

Richard B. Handler, chairman and chief executive of Jefferies, will become Leucadia’s chief. Joseph S. Steinberg, Leucadia’s president and co-founder, will become chairman of the combined company. Ian M. Cumming, Leucadia’s other co-founder and its current chairman and chief executive, will retire but remain a director.

“Having known Joe and Ian for over two decades, this transaction represents the realization of a personal dream for me,” Mr. Handler said in a statement. “I am honored with the trust and confidence Ian and Joe are demonstrating by allowing us to carry on their life’s work.”

Mr. Steinberg added of his 34-year partnership with Mr. Cumming: “Our partnership produced great returns for shareholders and we have had a lot of fun.”

Under the terms of the deal, Jefferies will continue to operate as a subsidiary of Leucadia and will still file financial reports to the Securities and Exchange Commission.

The transaction is expected to close in the first quarter of 2013.

Jefferies was advised by its own investment bank, along with JPMorgan Chase and the law firm Morgan, Lewis Bockius. A special committee of its board received advice from Citigroup and the law firm Wachtell, Lipton, Rosen Katz.

Leucadia was advised by Rothschild and the law firm Weil, Gotshal Manges, while its board was advised by UBS and the law firm Proskauer Rose.

Article source: http://dealbook.nytimes.com/2012/11/12/leucadia-to-buy-jefferies-in-3-6-billion-deal/?partner=rss&emc=rss

DealBook: Jurors Get Rajaratnam Case

The biggest insider trading case in a generation is now in the hands of a federal jury in Manhattan.

After a brief rebuttal by the prosecution and an hour-plus of jury instructions, Raj Rajaratnam’s fate now lies with the teachers, nurses and public servants from Westchester County, Manhattan and the Bronx who serve on the jury. Mr. Rajaratnam, the billionaire co-founder of the Galleon Group hedge fund, stands accused of making more than $50 million by trading stocks using insider tips.

The prosecutor, Jonathan Streeter, who offered his rebuttal to the defense’s closing statements, kept his comments short. The defense spent a great deal of time during its closing statements disparaging the government’s cooperating witnesses, even calling one the biggest liar ever to testify at a trial in the Lower Manhattan courthouse.


The Galleon networkAzam Ahmed and Guilbert Gates/The New York Times Click on the above graphic to get a visual overview of the Galleon information network.

Mr. Streeter told jurors that the government’s cooperating witnesses were corroborated by heaps of evidence – secretly recorded calls as well as phone, e-mail and trading records.

Indeed, Mr. Streeter said that while the defense accused the government of relying on compromised witnesses, they left out a critical detail related to their own star witness. Rick Schutte, the former president of the Galleon Group, received $25 million in investments from Mr. Rajaratnam and his family for his new hedge fund in the months before his testimony, a fact the prosecution brought up on cross-examination.

He told jurors the defense had tried to distract them from seeing what was abundantly clear from the evidence.

“The defense has asked you ignore logic, forget reality and suspend common sense,” Mr. Streeter said.

The judge then charged the jurors, walking them through the various counts in the indictment against Mr. Rajaratnam, defining everything from reasonable doubt to conspiracy.

As the focus of the case moved from the lawyers to the jurors, the shift could be detected among the courtroom artists. A mother and daughter pair of artists, bedecked in similar outfits of shiny black pants, metallic sweaters and red neckerchiefs, furiously sketched the scene ahead of a verdict.

Judge Richard J. Holwell, who has hardly spoken aloud during the trial, read from prepared remarks in a deep and crackling voice. The jurors sat at attention throughout the long instructions.

At exactly noon, the 12 jurors went to deliberate and four alternates were asked to remain on call in case they were needed.

Article source: http://dealbook.nytimes.com/2011/04/25/jurors-get-rajaratnam-case/?partner=rss&emc=rss