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Published on 3/1/2013 in the Prospect News Convertibles Daily.

Jefferies' 3.875% convertibles amended due to acquisition by Leucadia

By Angela McDaniels

Tacoma, Wash., March 1 - Jefferies Group, Inc.'s 3.875% convertible senior debentures due 2029 are now convertible into Leucadia National Corp. common stock instead of Jefferies stock, according to an 8-K filing with the Securities and Exchange Commission.

Jefferies became a subsidiary of Leucadia on Friday. Jefferies' stock has been delisted.

In addition, the terms of the convertibles have been amended.

The conversion ratio is 21.7723 Leucadia shares per $1,000 principal amount of convertibles. This is equivalent to a conversion price of $45.93.

The debentures are convertible at any time from Aug. 1, 2029 through the second business day preceding Nov. 1, 2029.

In addition, they are convertible under the following circumstances:

• During a quarter if Leucadia stock traded at or above 130% of the conversion price for at least 20 of the last 30 trading days of the previous quarter;

• During any five-business-day period after any 10 consecutive trading days in which the trading price per convertible was less than 95% of the product of the closing price of Leucadia stock and the conversion ratio;

• If the convertibles have been called for redemption; or

• If specified corporate transactions occur.

Jefferies can settle conversions in cash, Leucadia stock or a combination of cash and stock.

The convertibles are callable prior to Nov. 1, 2017 if Leucadia stock closes at or above 130% of the conversion price for at least 20 trading days during any 30 consecutive trading days. Beginning Nov. 1, 2017, they are callable at par at any time.

Jefferies Group LLC has assumed all the covenants and obligations of Jefferies Group, Inc. under the convertibles. Leucadia does not guarantee their repayment.

Preferreds converted

In addition, holders of Jefferies' 3.25% series A-1 cumulative convertible preferred stock received new convertibles.

Each preferred was first converted into one share of new series A cumulative convertible preferred stock issued by Jefferies subsidiary JSP Holdings, Inc. Each preferred was then converted into the right to receive one Leucadia 3.25% series A cumulative convertible preferred share.

Jefferies is an investment bank. Leucadia engages in beef processing, manufacturing, gaming entertainment, real estate activities, medical product development and winery operations. Both are based in New York.

Issuer:Jefferies Group LLC
Issue:Convertible senior debentures
Maturity:Nov. 1, 2029
Coupon:3.875%
Conversion option:Into Leucadia National Corp. common stock for three months prior to maturity; convertible prior to Aug. 1, 2029 only under specified circumstances
Conversion price:$45.93
Conversion ratio:21.7723
Call option:Provisionally callable before Nov. 1, 2017 at 130% trigger; callable at par beginning Nov. 1, 2017
Settlement date:March 1
Stock symbol:NYSE: LUK
Stock price:$26.40 at close March 1

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