HomeFed Corporation to Acquire Portfolio of Real Estate Assets from Leucadia National Corporation

  HomeFed Corporation to Acquire Portfolio of Real Estate Assets from Leucadia
  National Corporation

Business Wire

CARLSBAD, Calif. -- February 28, 2014

HomeFed Corporation (“HomeFed”) announced today that it has entered into a
definitive agreement to acquire certain real estate subsidiaries and
investments of Leucadia National Corporation (“Leucadia”) and cash in the
aggregate amount of approximately $18.4 million (subject to adjustment) in
exchange for the issuance by HomeFed of 7.5 million new unregistered shares of
its common stock to Leucadia. Upon the closing of the transaction, Leucadia
will own approximately 65% of HomeFed’s outstanding shares of common stock;
however, Leucadia has agreed to limit its voting rights such that it will not
have a majority voting interest in HomeFed. The terms and conditions of the
transaction, including the definitive agreement, were negotiated and approved
by a special independent committee of the Company’s board of directors and
ratified by the Company’s board of directors. As part of its review and
analysis of the acquisition, the independent committee received a fairness
opinion from Duff & Phelps LLC, as its financial advisor.

Paul J. Borden, President and CEO of HomeFed, said that “the acquisition of
these properties from Leucadia provides HomeFed with an extraordinary
opportunity to drive long term earnings growth and to increase shareholder
value. We already have a solid asset base and these new properties complement
that base while also adding significant diversity to our existing real estate
portfolio. Management and our board of directors are pleased that we were able
to reach an agreement with Leucadia to acquire such a unique set of assets.”

The transaction is expected to close in March 2014 and is subject to obtaining
certain consents and other customary closing conditions.

About HomeFed

HomeFed Corporation (OTCMKTS:HOFD) is engaged in the investment in and
development of residential real estate projects in California and Virginia.
HomeFed also actively investigates and pursues the acquisition of new
residential and commercial real estate projects. HomeFed’s current development
projects consist of three master-planned communities: San Elijo Hills and a
portion of the larger Otay Ranch planning area located in San Diego County,
California and Ashville Park located in Virginia Beach, Virginia. HomeFed also
owns a 1,544 acre vineyard located in Madera County, California and the Fanita
Ranch property, a 2,600 acre parcel of vacant land located in Santee,

Forward Looking Statements

Statements in this press release, including any quotes from HomeFed’s
management, that are not strictly historical are “forward-looking” and involve
a high degree of risk and uncertainty. Such statements are only predictions,
and actual events or results may differ materially from those projected in
such forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, the risk that the
transaction will not be completed; the risk that the business associated with
the acquired subsidiaries and investments (the “Purchased Business”) will
deteriorate before the transaction is closed; the risk that HomeFed will be
required to invest substantially more in Purchased Business, or in integrating
the acquired subsidiaries or investments with the Company’s existing
operations, than presently anticipated; risks associated with integrating the
Purchased Business which is larger and more geographically dispersed and
complex than HomeFed’s existing business; risks that HomeFed’s systems,
infrastructure and personnel may not be adequate to effect a rapid and orderly
integration of the Purchased Business; the risk that anticipated benefits of
the transaction will not be realized; and risks and other uncertainties more
fully described in HomeFed’s filings with the Securities and Exchange
Commission, including, but not limited to, HomeFed’s annual report on Form
10-K for the year ended December31, 2013 and any updates contained in its
subsequently filed quarterly reports on Form 10-Q. These forward-looking
statements speak only as of the date hereof, and HomeFed expressly disclaims
any intent or obligation to update these forward-looking statements.


For HomeFed Corporation
Erin Ruhe, 760-918-8200
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