Attached files
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| EX-10.1 - EX.10.1 - SHAREHOLDER SUPPORT AND VOTING AGMT. - Jefferies Financial Group Inc. | mm07-2210_8ke101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported): July
21, 2010
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LEUCADIA
NATIONAL CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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NEW
YORK
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(State
or Other Jurisdiction of Incorporation)
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1-5721
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13-2615557
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(Commission
File Number)
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(IRS
Employer Identification No.)
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315
PARK AVENUE SOUTH, NEW YORK, NEW YORK
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10010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-460-1900
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(Registrant's
Telephone Number, Including Area
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On July 21, 2010, Leucadia National Corporation
(“Leucadia”) and certain of its subsidiaries (collectively, the “Leucadia
Parties”) entered into a Shareholder Support and Voting Agreement by and among
General Motors Holding LLC and Goalie Texas Holdco Inc. (collectively, the
“Goalie Parties”), a copy of the form of which is attached hereto as Exhibit 1
(the “Shareholder Support Agreement”). The Shareholder Support
Agreement provides that the Leucadia Parties will vote all Common Stock
beneficially owned by the Leucadia Parties in favor of the proposed merger of
Goalie Texas Holdco Inc., a wholly owned subsidiary of General Motors Holding
LLC, with and into AmeriCredit Corp. (the “Merger”) on the terms set forth in
the Agreement and Plan of Merger among General Motors Holding LLC, Goalie Texas
Holdco Inc. and AmeriCredit Corp., (the “Merger Agreement”). Pursuant
to the Merger, shareholders of AmeriCredit Corp. will receive $24.50 per share
for each share of outstanding Common Stock of AmeriCredit
Corp. A
copy of the Merger Agreement is expected to be filed as an exhibit to a Form 8-K
to be filed by AmeriCredit Corp.
The
Shareholder Support Agreement also provides that the Leucadia Parties will not
sell or otherwise dispose of their Common Stock during the term of the
Shareholder Support Agreement. The Shareholder Support Agreement will
terminate upon the earliest to occur of (i) the effective time of the Merger,
(ii) the termination of the Merger Agreement in accordance with its terms, and
(iii) the written agreement of the Leucadia Parties and the Goalie
Parties. The terms of the Shareholder Support Agreement are
incorporated herein by reference and the foregoing description is qualified in
its entirety thereby.
As
disclosed by AmeriCredit, consummation of the Merger is subject to certain
conditions, including AmeriCredit Corp. shareholder approval, and is expected to
close by the end of the fourth quarter of 2010. If consummated,
Leucadia will receive aggregate consideration of $830,560,780 for its 33,900,440
shares of AmeriCredit Corp. common stock. Leucadia accounts for its
investment in AmeriCredit Corp. at fair value, with any unrealized gains or
losses recognized in the consolidated statement of operations. As of
June 30, 2010, the Company had recorded a cumulative net unrealized gain on its
investment in AmeriCredit Corp. of $191,800,000; if consummated the transaction
will result in the recognition of an additional gain of
$212,900,000.
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits
10.1 Form
of Shareholder Support and Voting Agreement dated as of July 21, 2010 among
General Motors Holdings LLC, Goalie Texas Holdco Inc., Leucadia National
Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch Holdings, LLC
and BEI-Longhorn, LLC.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: July
22, 2010
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LEUCADIA
NATIONAL CORPORATION
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/s/ Joseph
A. Orlando
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Name:
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Joseph
A. Orlando
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Title:
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Vice
President and Chief Financial
Officer
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3
Exhibit
Index
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits
10.1 Form
of Shareholder Support and Voting Agreement dated as of July 21, 2010 among
General Motors Holdings LLC, Goalie Texas Holdco Inc., Leucadia National
Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch Holdings, LLC
and BEI-Longhorn, LLC.
4