Nov 12 -
-- Leucadia National Corp. recently announced that it will purchase the
remainder of Jefferies Group Inc. that it does not already own in an all-stock
transaction. Leucadia currently owns approximately 28.5% of Jefferies.
-- We are placing our 'BB+' issuer credit rating on Leucadia on
CreditWatch positive, and our 'BBB' issuer credit rating on Jefferies remains
-- If the merger is completed under the anticipated terms, we expect to
raise our issuer credit rating on Leucadia to 'BBB', with a stable outlook.
-- We further expect to revise our outlook on Jefferies to stable from
negative, primarily reflecting improvements in liquidity, funding, and
business opportunities at Jefferies as a result of the merger with Leucadia.
On Nov. 12, 2012, Standard & Poor's Ratings Services placed its 'BB+' issuer
credit rating on Leucadia National Corp. on CreditWatch positive. Our 'BBB'
issuer credit rating on Jefferies Group Inc. remains unchanged, and the
outlook is negative.
The CreditWatch placement follows the announcement that Jefferies will merge
into Leucadia in an all-stock transaction whereby Jefferies' common shares
would be exchanged into Leucadia common shares. Jefferies would then operate
as a wholly owned subsidiary of Leucadia. However, Jefferies' management would
become the new management of the combined entity.
Jefferies CEO Rich Handler and Executive Committee Chairman Brian Friedman
would become Leucadia's new CEO and president, respectively, though would
continue to devote the majority of their time to their current
responsibilities leading Jefferies. Jefferies' management will lead the
combined company; this merger allows for Leucadia's management succession
while preserving significant employee and strategic continuity. Leucadia's
current president would serve as chairman and remain a significant
shareholder. In addition, Leucadia's senior operating team, including the
current chief operating officer (COO) and chief financial officer (CFO), would
remain in their positions and manage Leucadia's existing assets under the new
management team from Jefferies.
We have placed the ratings on Leucadia on CreditWatch with positive
implications, and we expect to raise the rating to 'BBB' if the merger closes
as expected because the company has established targets for leverage,
liquidity, and investment concentration, which constrain financial risk. This
new constrained financial risk profile is due to the change in management.
Leucadia is now targeting at the parent level:
-- A maximum debt-to-equity ratio of less than 0.5x in a stressed
-- A minimum liquid assets-to-debt ratio of greater than 1.0x, and
-- The largest investment at no more than 20% of book value and the next
largest investment no more than 10%.
We believe the new Leucadia management is strongly committed to these targets
and to operating Leucadia in a more financially risk-constrained manner. In
addition, the installation of new management at Leucadia addresses our
succession concern at the company, in our view.
Leucadia's liquidity is strong, and Jefferies should benefit from this
additional source of liquidity in times of stress. Leucadia had $2.0 billion
of highly liquid assets, cash and investments, and equity in public companies
as of Sept. 30, 2012, and other material asset sales closed in October. This
amount is much higher than Leucadia's operating needs, and we expect that
Leucadia will hold excess liquidity over time to support Jefferies. Leucadia's
funding options are good because it is able to raise additional long-term debt
supported by its asset value and cash flow. This added source of funding can
also be used to benefit Jefferies.
Capital could grow faster at Jefferies because the merger should enhance cash
flow. Cash flow benefits from the merger include the potential to use
Leucadia's net operating losses to shelter income at Jefferies, the
elimination of common stock dividends at Jefferies (netted against any
increase of dividends at Leucadia), and the elimination of distributions to
third-party investors in Jefferies High Yield Trading (JHYT) as this
partnership is recast.
Business opportunities could improve as we anticipate the combined entities of
Jefferies and Leucadia, under common management, will potentially operate much
like a merchant bank. We define a merchant bank as an investment bank that
possesses the ability to make proprietary investments to either further its
investment banking franchise or to simply make an attractive return for
shareholders. We do not anticipate Jefferies increasing proprietary trading
and would view this action as highly negative. The increased complexity at the
combined organizations and the management challenges in developing a new model
for merchant banking partially mitigate the positives of this transaction.
CreditWatch (Leucadia National)
The CreditWatch positive reflects our expectation that we could upgrade
Leucadia from 'BB+' to 'BBB', with a stable outlook, if the merger with
Jefferies is concluded as currently proposed.
The outlook on Jefferies is currently negative. We anticipate revising it to
stable if the merger with Leucadia is concluded as currently proposed.
Related Criteria And Research
-- The Weakness In Capital Markets Revenues Appears More Structural Than
Cyclical, July 2, 2012
-- Rating Securities Companies, June 9, 2004
Leucadia National Corp.
Issuer Credit Rating BB+/Watch Pos/-- BB+/Stable/--
Senior Unsecured BB+/Watch Pos BB+
Subordinated BB-/Watch Pos BB-