HOMEFED CORPORATION (OTCMKTS:HOFD) Files An 8-K Other Events
Item 8.01. Other Events.
f. Amend and restate the first full paragraph on page 23 of the Proxy Statement as follows:
At a special committee meeting held later the same day, the special committee determined that
2. The section of the Proxy Statement entitled “The Merger – Opinion of the Special Committee’s Financial Advisor – Financial Analyses” is hereby amended as follows:
a. Replace the second to last sentence on page 34 of the Proxy Statement with the following:
Using certain information provided by HomeFed management on each of HomeFed’s existing investments regarding the property type, development/operating phase, exit horizon and ownership profile, each as provided by HomeFed management and publicly available information regarding the financial terms of certain real estate transactions that were deemed to be relevant, Houlihan Lokey performed analyses resulting in an implied value reference range for each of HomeFed’s real estate investments on an unlevered basis.
b. Add the following after the first sentence in the first full paragraph on page 35 of the Proxy Statement:
For the Otay Ranch property, Houlihan Lokey used primarily a discounted cash flow analysis approach, using a range of discount rates from 11.00% to 16.00%, which implied a value reference range of $231.9 million to $327.4 million. For the Fanita Ranch property, Houlihan Lokey used a comparable land sales approach, which implied a value reference range of $26.0 million to $39.0 million. For the Ashville property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 10.00% to 13.00%, which implied a value reference range of $10.7 million to $11.0 million. For the Market Common property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 5.75% to 15.00%, which implied a value reference range of $91.6 million to $106.9 million. For the Northeast Point property, Houlihan Lokey used a comparable land sales approach, which implied a value reference range of $3.4 million to $3.8 million. For the San Elijo Hills property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 10.00% to 15.00%, which implied a value reference range of $16.8
million to $17.3 million. For the SweetBay property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 14.00% to 18.00%, which implied a value reference range of $26.7 million to $31.5 million. For the Brooklyn Renaissance Plaza property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 8.50% to 11.50%, which implied a value reference range of $147.2 million to $192.7 million. For the Fulton property, Houlihan Lokey used a cost basis and discounted cash flow analysis approach, using a discount rate of 15.00%, which implied a value reference range of $52.5 million to $61.6 million.
c. Add the following to the end of the second sentence in the first full paragraph on page 35 of the Proxy Statement:
, reflecting estimates of the HomeFed’s weighted average discount rate. The weighted average discount rate was estimated based on real estate transactions deemed relevant, published surveys of land development rates and Houlihan Lokey’s professional judgement and experience.
d. Add the following disclosure at the end of the second sentence of the last paragraph on page 35 of the Proxy Statement:
, derived by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure and a beta for the company among other things, as well as certain financial metrics for the United States financial markets generally.
e. Add the following disclosure on page 36 immediately prior to the subsection entitled “Miscellaneous”:
Certain Financial Observations Related to Jefferies based on Publicly Available Information
Houlihan Lokey reviewed with the special committee certain information derived from publicly available information related to Jefferies common stock including the following:
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction contemplated by the Merger Agreement. This communication may be deemed to be solicitation material in respect of the proposed transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies filed with the SEC, on May 17, 2019, an amendment to the Registration Statement on Form S-4 that was originally filed on May 9, 2019, which included a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies Common Stock. A definitive proxy statement/prospectus was sent to HomeFed stockholders seeking any required stockholder approval on or about May 21, 2019. Before making any voting or investment decision, investors and HomeFed stockholders are urged to carefully read the entire registration statement and proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they contain important information about the merger and other transactions contemplated by the Merger Agreement. Investors and HomeFed stockholders are able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies and HomeFed through the web site maintained by the SEC at www.sec.gov. In addition, investors and HomeFed stockholders are able to obtain free copies of the registration statement and proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Jefferies at the following contact information:
Jefferies Financial Group Inc.
Attention: Investor Relations
520 Madison Avenue
New York, New York 10022
212-460-1900
www.jefferies.com
Participants in the Solicitation
HomeFed and its directors, executive officers and employees may be considered participants in the solicitation of proxies in respect of the proposed transaction contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of HomeFed in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the final Registration Statement on Form S-4 when it is filed with the SEC. Information regarding HomeFed’s directors and executive officers is contained in HomeFed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed on March 18, 2019 with the SEC, and its proxy statement on Schedule 14A, which was filed on June 28, 2018 with the SEC.
Forward-Looking Statements
Statements contained in this report which are not historical fact constitute “forward-looking statements.” These forward-looking statements include, among others, statements about the benefits of the merger and the expected timing for closing the merger. These statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to: (i) the incurrence of unexpected costs, liabilities or delays relating to the merger; (ii) the failure to satisfy the conditions to the merger; and (iii) the failure to obtain the requisite stockholder approvals under the Merger Agreement. Factors that may affect the future results of HomeFed are set forth in its filings with the SEC, including its recent filing on Form 10-K for the fiscal year ended December 31, 2018. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. HomeFed undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
About HOMEFED CORPORATION (OTCMKTS:HOFD)
HomeFed Corporation is a developer and owner of residential and mixed-use real estate projects in California, Virginia, South Carolina, Florida, Maine and New York. The Company operates through three segments: real estate, farming and corporate. Its real estate operations consist of a range of residential and commercial land development projects and other unimproved land, all in various stages of development, and retail and office operating properties. Real estate also includes the equity method investments in Brooklyn Renaissance Holding Company LLC (BRP Holding) and Brooklyn Renaissance Hotel LLC (BRP Hotel). Its farming operations consist of the Rampage property, which includes an operating grape vineyard. The Company, as the owner of development projects, is engaged in a range of activities, including design engineering, grading raw land, constructing public infrastructure and finishing individual lots for home sites or other facilities.
