Leucadia National Corporation Announces Consent Solicitation Relating to the Indenture Governing Its 8.125% Senior Notes Due

  Leucadia National Corporation Announces Consent Solicitation Relating to the
  Indenture Governing Its 8.125% Senior Notes Due 2015

Business Wire

NEW YORK -- January 24, 2013

Leucadia National Corporation (NYSE: LUK) announced today that it has
commenced a consent solicitation relating to the Indenture (the “Indenture”)
governing its 8.125% Senior Notes due 2015 (the “Notes”).

Specifically, Leucadia proposes to amend the covenant entitled “Limitation on
Funded Debt of Material Subsidiaries” in the Indenture to permit the
incurrence of additional Funded Debt (as defined in the Indenture) of one or
more Material Subsidiaries (as defined in the Indenture) in an aggregate
principal amount at any one time outstanding not to exceed $1.25 billion. The
proposed amendment is being made in connection with the previously announced
proposed merger between Leucadia and Jefferies Group, Inc. (“Jefferies”)
whereby Jefferies will become a wholly-owned subsidiary of Leucadia and will
constitute a “Material Subsidiary” under the Indenture (the “Merger
Transaction”). The proposed amendment is being sought to provide Material
Subsidiaries, which would include Jefferies and certain of its subsidiaries,
flexibility to incur additional indebtedness.

The proposed amendment, and the payment of any consent fee or soliciting
dealer fee, is conditioned, among other things, on the consummation of the
Merger Transaction.

In the event that the proposed amendment becomes operative, Leucadia will pay
a consent fee of $5.00 per $1,000 principal amount of Notes to all consenting
holders of Notes, on terms and conditions described in the consent
solicitation documentation. Leucadia will also pay the relevant soliciting
dealer a fee of $1.50 per $1,000 principal amount of Notes, provided that such
fee will only be paid with respect to consents by holders of Notes whose
aggregate principal amount of Notes is $1,000,000 or less.

The record date to determine holders of Notes entitled to consent is 5:00
P.M., New York City time, on January 23, 2013. The consent solicitation will
expire at 5:00 P.M., New York City time, on March 7, 2013.

Holders of Notes who have any questions regarding the terms of the consent
solicitation should contact the Solicitation Agent, Jefferies & Company, Inc.,
at (888) 708-5831 (U.S. Toll-free) or (203) 708-5831. Copies of the consent
solicitation statement, the form of consent or any related documents may be
obtained from i-Deal LLC, the Information Agent, by calling (888) 593-9546
(U.S. Toll-free) or (212) 849-3880. In addition, beneficial owners wishing to
review the consent solicitation statement may also access it by visiting the
following website: www.leucadia.com.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND
SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF ANY SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Leucadia National Corporation, with its principal business address at 315 Park
Avenue South, New York, New York 10010, is a diversified holding company
engaged in a variety of businesses.

This press release may contain “forward-looking statements” within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform
Act of 1995. Although Leucadia believes any such statement is based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially. These
forward-looking statements speak only as of the date hereof. Leucadia
disclaims any intent or obligation to update these forward-looking statements.

Contact:

Leucadia National Corporation
Laura Ulbrandt, 212-460-1900
 
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