Leucadia National Corporation announced that it has commenced a consent solicitation relating to the Indenture governing its 8.125% Senior Notes due 2015. Specifically, Leucadia proposes to amend the covenant entitled Limitation on Funded Debt of Material Subsidiaries in the Indenture to permit the incurrence of additional Funded Debt of one or more Material Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $1.25 billion. The proposed amendment is being made in connection with the previously announced proposed merger between Leucadia and Jefferies Group Inc. whereby Jefferies will become a wholly-owned subsidiary of Leucadia and will constitute a Material Subsidiary under the Indenture (the 'Merger Transaction').

The proposed amendment is being sought to provide Material Subsidiaries, which would include Jefferies and certain of its subsidiaries, flexibility to incur additional indebtedness. The proposed amendment, and the payment of any consent fee or soliciting dealer fee, is conditioned, among other things, on the consummation of the Merger Transaction. In the event that the proposed amendment becomes operative, Leucadia will pay a consent fee of $5.00 per $1,000 principal amount of Notes to all consenting holders of Notes, on terms and conditions described in the consent solicitation documentation.

Leucadia will also pay the relevant soliciting dealer a fee of $1.50 per $1,000 principal amount of Notes, provided that such fee will only be paid with respect to consents by holders of Notes whose aggregate principal amount of Notes is $1,000,000 or less. The record date to determine holders of Notes entitled to consent is on January 23, 2013. The consent solicitation will expire on March 7, 2013.