Fitch Rates Jefferies' Station Place 2012-1 Notes 'BBB'; Notes Placed on Rating Watch Negative

  Fitch Rates Jefferies' Station Place 2012-1 Notes 'BBB'; Notes Placed on
  Rating Watch Negative

Business Wire

NEW YORK -- December 06, 2012

Fitch Ratings has assigned a rating of 'BBB' to $60 million of senior secured
notes (Notes) issued by Station Place Securitization Trust, Series 2012-1
(Trust) maturing in Nov. 2014. The notes have been placed on Rating Watch
Negative.

Jefferies & Company, Inc. (Jefco), a wholly-owned subsidiary of Jefferies
Group, Inc. (Jefferies, rated 'BBB'; Rating Watch Negative' by Fitch), will
periodically sell securities to, and repurchase the same securities, from the
Trust pursuant to a master repurchase agreement. Jefferies has provided a full
and unconditional guarantee of Jefco's payment obligations to the Trust under
the repurchase agreement. The Trust has issued the Notes, which are secured by
the repo securities as well as its rights under the repurchase agreement. The
Trust's payment obligations on the Notes are not directly guaranteed by
Jefferies.

The rating on the Notes is based entirely on the ratings of Jefferies. Fitch
has given no consideration to any collateral provided, as Fitch has not
evaluated, nor does it expect to review, the collateral policy or collateral
assets backing the Notes. Because Jefferies has fully and unconditionally
guaranteed the due and punctual payment of all obligations of Jefco to the
Trust under the repurchase agreement, it is Fitch's view that the Notes rank
pari passu with senior, unsecured obligations of Jefferies.

RATING DRIVERS AND SENSITIVITIES

Jefferies' ratings were placed on Rating Watch Negative on Nov. 12, 2012 in
connection with the company's planned merger with Leucadia National Corp. For
more information, please see the press release titled 'Fitch Places Jefferies'
'BBB' L-T IDR on Rating Watch Negative on Proposed Merger with Leucadia.'

Jefferies, a Delaware-incorporated holding company, is a well-established full
service investment bank and institutional securities firm primarily serving
middle-market clients and investors. Its primary broker/dealer operating
subsidiary, Jefferies & Company, Inc., holds the vast majority of the firm's
consolidated assets and is regulated by the SEC. At Aug. 31, 2012, Jefferies
had U.S. GAAP total assets of $34.4 billion and shareholders' equity of $3.4
billion (including non-controlling interests).

Fitch has assigned the following rating:

Station Place Securitization Trust, Series 2012-1

--$60 million senior secured notes maturing Nov. 2014 'BBB'; Rating Watch
Negative.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Global Financial Institutions Rating Criteria' (Aug. 15, 2012);

--'Securities Firms Criteria' (Aug. 15, 2012).

Applicable Criteria and Related Research:

Global Financial Institutions Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686181

Securities Firms Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686137

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PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
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COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
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Contact:

Fitch Ratings
Primary Analyst
Joo-Yung Lee, +1-212-908-0560
Managing Director
Fitch, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst
Ilya Ivashkov, CFA, +1-212-908-0769
Director
Committee Chairperson
Nathan Flanders, +1-212-908-0827
Managing Director
or
Media Relations
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com
 
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