Proskauer Advises Leucadia Board of Directors in $3.8 Billion Merger with Jefferies Group

Global law firm Proskauer advised the Board of Directors of Leucadia National Corporation in an all-stock transaction with Jefferies Group, Inc., that values the global investment bank at approximately $3.8 billion.

Under a definitive merger agreement approved by the companies’ boards, Jefferies’ shareholders will receive 0.81 of a share of Leucadia common stock for each share of Jefferies common stock they hold. The merger is expected to close in the first quarter of 2013, subject to approval by both companies’ shareholders.

New York-based conglomerate Leucadia, which already owns about 28.6% of outstanding shares in Jefferies, is Jefferies’ largest shareholder. After the merger closes, Jefferies will become Leucadia’s biggest holding and will continue to operate as a full-service investment banking firm. Leucadia currently owns more than $9 billion in assets, ranging from lumber and plastics manufacturers, to energy production facilities, wineries and other real estate interests.

The Proskauer team advising on the deal was led by Partners Martin J. Bienenstock, chair of the firm’s Business Solutions, Governance, Restructuring & Bankruptcy Group, and Lorenzo Borgogni (M&A) and included Partners Andrea S. Rattner (Employee Benefits/Executive Compensation), Stuart L. Rosow and Martin T. Hamilton (Tax) and Associates Mina Farbood, Yoon Suk Choo, Daniel L. Forman (Corporate) and Michael Richter (Litigation) — all from the firm’s New York office.

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