Introductory Note
On July 1, 2019 (the “Effective Date”), pursuant to that certain Agreement and Plan of Merger, dated as of April 12, 2019, as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger, dated as of May 2, 2019 (as amended, the “Merger Agreement”), by and among HomeFed Corporation, a Delaware corporation (“HomeFed”), Jefferies Financial Group Inc., a New York corporation (“Parent”) and Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), HomeFed merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a wholly-owned subsidiary of Parent (the “Surviving Company”).
| Item 1.02 | Termination of a Material Definitive Agreement. |
On July 1, 2019, the Surviving Company (as successor to HomeFed) and Parent entered into a letter agreement to terminate that certain Stockholders Agreement, dated as of March 28, 2014, as amended by that certain Waiver and Amendment No. 1 to Stockholders Agreement, dated as of April 12, 2019 (as amended, the “Stockholders Agreement”), by and between HomeFed and Parent effective on the Effective Date (the “Letter Agreement”). On the Effective Date, all rights, obligations and liabilities of the Surviving Company (as successor to HomeFed) and Parent or any of their respective affiliates contained in or arising out of the Stockholders Agreement, were terminated and released in full, and the parties and any of their respective affiliates have no further rights, obligations or liabilities with respect to the Stockholders Agreement.
The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is attached to this report as Exhibit 99.1.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note is incorporated herein by reference.
Under the terms of the Merger Agreement, which was adopted by HomeFed’s stockholders at the special meeting of its stockholders held on June 28, 2019, upon the Effective Date: (i) each share of common stock, par value $0.01 per share, of HomeFed (“HomeFed Common Stock”), issued and outstanding immediately prior to the Effective Date, other than Excluded Shares (as defined below), was converted into the right to receive 2.0 shares of Parent common stock. “Excluded Shares” included shares of HomeFed Common Stock owned, immediately prior to the Effective Date, by: (i) HomeFed (as treasury stock), (ii) Parent or any of its subsidiaries (including Merger Sub) or (iii) holders of shares of HomeFed Common Stock who have perfected and have not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law.
Effective on the Effective Date, (i) the OTC Markets caused the retirement of HomeFed’s ticker symbol and (ii) shares of HomeFed Common Stock ceased being quoted on the OTCQB Marketplace. HomeFed will cease to be registered under the Exchange Act.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to HomeFed’s Current Reports on Form8-K filed with the Securities and Exchange Commission on April 12, 2019 and May 2, 2019, and is incorporated herein by reference.
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