Weil and Morgan Lewis among firms on $3.6bn sale of Jefferies

Morgan Lewis & Bockius, Wachtell Lipton Rosen & Katz and Weil Gotshal & Manges are among a raft of US firms to advise as American investment bank Jefferies agrees to sell to its largest shareholder, Leucadia National.

Martin Bienenstock
Martin Bienenstock

The agreement sees New York-based conglomerate Leucadia, which currently owns about 28.6 per cent of outstanding shares in Jefferies, acquire the remaining shares in an all-stock transaction that values the bank at $3.6bn (£2.3bn).

Both companies have approved the definitive merger agreement, which is expected to close during the first quarter of 2013 subject to approval from both companies’ shareholders.

Morgan Lewis acted as legal advisers to Jefferies, led by New York-based banking and finance partners Alec Dawson and Sheryl Orr alongside Robert Robison, co-head of the firm’s financial services M&A group.

Wachtell acted as legal advisers to Jefferies’ transaction committee, fielding New York corporate partners Edward Herlihy and David Shapiro.

Weil advised Leucadia with a team led by New York corporate partners Andrea Bernstein and Matthew Gilroy.

Leucadia’s board of directors was advised by Proskauer Rose, with a team including restructuring partner Martin Bienenstock and corporate partners Arnold Jacobs and Lorenzo Borgogni. Bienenstock and Borgogni both joined the firm from now-defunct US rival Dewey & LeBoeuf earlier this year (22 May 2012).

Cleary Gottlieb Steen & Hamilton advised Citigroup, financial adviser to the Jefferies transaction committee. with a corporate team including partner Victor Lewkow and associate James Langston, both of whom are based in New York.

Jefferies chairman and CEO Richard Handler will become the CEO of Leucadia, while the company’s president Joseph Steinberg will become chairman. Ian Cumming, Leucadia’s current chairman and CEO, will retire but remain on the board.

Brian Friedman, the chairman of the executive committee at Jefferies, will become Leucadia’s president.

Jefferies, which will be the largest business of Leucadia, will continue to operate as a full-service global investment banking firm in its current form.

Background to this deal:

Morgan Lewis has advised Jefferies on a number of transactions, with Dawson advising the company on its $430m acquisition of Prudential Bache in 2011 assisted by Sheryl Orr and its acquisition of Depfa Bank in 2009.

Leucadia is not a new client for Weil, which advised the holding company on its acquisition of National Beef Packing Company for $868m in December last year, with Gilroy again taking a leading role.