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
Date of report (Date of earliest event reported): September 25, 2007
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
(Commission File Number) (IRS Employer Identification No.)
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10010
(Address of Principal Executive Offices) (Zip Code)
212-460-1900
(Registrant's Telephone Number, Including Area Code)
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)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| 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.
Sale of Senior Notes and Common Shares
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As previously disclosed, Leucadia National Corporation (the "Company") entered
into definitive underwriting agreements to sell $500,000,000 aggregate principal
amount of its 8-1/8% Senior Notes due 2015 (the "Senior Notes") and 5,500,000 of
its common shares in offerings under the Company's automatic shelf registration
statement on Form S-3 (No. 333-145668) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on August 24, 2007. A
copy of the Underwriting Agreements were filed as Exhibits 1.1 and 1.2 to the
Form 8-K filed on September 21, 2007. The closing of the transactions pursuant
to the underwriting agreements occurred on September 25, 2007.
Indenture
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On September 25, 2007, the Company entered into an indenture (the "Indenture")
with The Bank of New York, as trustee, in connection with the Company's issuance
of $500,000,000 aggregate principal amount of the Company's 8-1/8% Senior Notes
due 2015. The Indenture and those terms incorporated by reference therein set
forth the terms of the Senior Notes and the obligations of the Company
thereunder. The following is a brief description of the material terms of the
Senior Notes and the Indenture. This summary is qualified in its entirety by
reference to the complete text of the Indenture, a copy of which is filed as
Exhibit 4.1 to this Form 8-K.
The Senior Notes are senior unsecured obligations of the Company, ranking equal
in right of payment with all other existing and future senior unsecured
indebtedness of the Company, and senior in right to all of the Company's
existing and future subordinated indebtedness. The Senior Notes will mature on
September 15, 2015. Interest on the Senior Notes will be payable on March 15 and
September 15 of each year, beginning on March 15, 2008. The Senior Notes are not
subject to redemption prior to their maturity.
If the Company experiences a change of control, as defined in the Indenture,
each holder of the Senior Notes will have the right to sell to the Company all
or a portion of such holder's Senior Notes at 101% of their principal amount,
plus accrued but unpaid interest, if any, to the date of repurchase.
The Indenture governing the Senior Notes contains covenants that, among other
things, limit the Company's and certain of its subsidiaries' ability to incur
additional indebtedness, incur liens, enter into sale and lease-back
transactions, enter into transactions with affiliates and consummate certain
mergers. These covenants are subject to a number of important exceptions
described in the Indenture.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
Item 9.01(d). Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of September 25, 2007, between
Leucadia National Corporation and The Bank of New York,
as trustee (includes form of global note).
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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.
Date: September 26, 2007
LEUCADIA NATIONAL CORPORATION
/s/ Barbara L. Lowenthal
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Name: Barbara L. Lowenthal
Title: Vice President
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EXHIBIT INDEX
4.1 Indenture, dated as of September 25, 2007, between Leucadia National
Corporation and The Bank of New York, as trustee (includes form of
global note).
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