Item 8.01 Other Events.
Amendment No. 1 to Agreement and Plan of Merger
On May 2, 2019, Jefferies Financial Group Inc. (“Jefferies”) entered into Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”) with HomeFed Corporation, a Delaware corporation (“HomeFed”) and Heat Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Jefferies (“Merger Sub”), which amended certain terms of that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of April 12, 2019, by and among Jefferies, HomeFed and Merger Sub to, among other things: (i) provide for an exchange ratio of 2.0 shares of Jefferies common stock for every share of HomeFed common stock (without adjustments); (ii) eliminate the ability for a HomeFed stockholder to make an election to receive either stock consideration or cash consideration and (iii) make certain other related amendments.
The foregoing summary of Amendment No. 1 does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of Amendment No. 1, filed as Exhibit 99.1 to this Current Report on Form8-K.
Press Release
On May 3, 2019, Jefferies issued a press release announcing that the parties had amended the terms of the Original Merger Agreement. A copy of the press release is attached to this Current Report on Form8-K as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)The following exhibits are filed as part of this report:
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction contemplated by the Agreement and Plan of Merger, dated as of April 12, 2019 as amended on May 2, 2019, among Jefferies Financial Group Inc. (“Jefferies”), HomeFed Corporation (“HomeFed”) and Heat Merger Sub, LLC (“Merger Sub”). This communication may be deemed to be solicitation material in respect of the proposed transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies will file a registration statement on FormS-4 with the SEC, which will include a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies common stock. A definitive proxy statement/prospectus will also be sent to HomeFed stockholders seeking any required stockholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Before making any voting or investment decision, investors and HomeFed stockholders are urged to carefully read the entire registration statement and proxy statement/prospectus when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the merger and other transactions contemplated by the merger agreement. Investors and HomeFed stockholders will be able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies and HomeFed through the web site maintained by the SEC at www.sec.gov. In addition, investors and HomeFed stockholders will be able to obtain free copies of the registration statement and proxy statement/prospectus by phone,e-mail or written request by contacting the investor relations department of Jefferies at the following:
