Jefferies November merger highlighted some of the concerns overshadowing the investment banking industry, in the wake of the crisis.
Notably, the company's acquisition by a more financially stable Leucadia National begged the question of whether the full-service independent investment banking business model could be sustained, given stricter requirements around capital and harsher assessments from ratings agencies.
In the wake of Jefferies mid-November merger with Leucadia National, KBW analysts called the deal "defensive," and ratings agency Moody's took a wait and see approach on any prospective upgrades. [Interestingly, KBW, a competitor investment bank was subsequently bought by Stifel Financial (SF) for a moderate premium later in November]
In the merger Leucadia National - already a 28.6% shareholder in Jefferies - offered 0.81 of its shares for each outstanding Jefferies share in a stock deal that was valued at roughly $3.6 billion when announced on Nov. 12. In announcing the deal, Jefferies highlighted the importance of finding a strategic, capital rich partner.A press release announcing the deal keyed in on capital and the $9 billion in shareholder equity that the combined companies will now have. A key part of the deal was the assumption that the ongoing profitability of Jefferies will create the earnings to utilize a large net operating loss held on Leucadia's balance sheet, converting it into capital that could bolster future trading and banking business. According to Leucadia's third quarter filings with the Securities and Exchange Commission, it would need to generate $4.4 billion in pre-tax income to fully realize the deferred tax asset created its NOL's. Leucadia's financial statements go on to say that its NOL carryforwards will be available until 2029. After the deal is merger is completed - which is expected in early 2012 - Jefferies chief executive Richard Handler will become CEO of the combined companies and Jefferies will be Leucadia's largest business among a span of operations that give it the moniker of being a mini Berkshire Hathaway (BRK.A). To CEO Handler's credit, Jefferies partnership with Leucadia deal culminates a remarkable turnaround for the investment bank from where it stood at this time last year. In the wake of late Oct. 2011 collapse of brokerage MF Global as the debt crisis in Europe escalated, some investors and independent rating agencies were all but ready to write Jefferies off. For more on Jefferies, see why the investment bank and its CEO may turn to a mini Berkshire Hathaway or a bizarre Warren Buffett. For more on Wall Street and Hurricane Sandy relief work, see why a Barclays saleswoman traded by day and volunteered Hoboken aid by night. -- Written by Antoine Gara in New York
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