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Jefferies Agrees Sale of OpNet Operations to Wind Tre, Substantially Completing Jefferies’ Strategic Simplification Plan

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Jefferies Financial Group Inc. (JEF) announced the sale of OpNet S.p.A's operations to Wind Tre S.p.A., a subsidiary of CK Hutchison Group Telecom Holdings Ltd., for €485 million. The consideration will be in cash and CKHGT notes, with OpNet retaining majority ownership in other telecom companies, resulting in approximately €320 million in final value to Jefferies. Jefferies will reclassify remaining legacy investments as 'Other investments' in its Asset Management reportable segment in fiscal 2024. The company expects to operate the core business of HomeFed, a real estate development company, and liquidate certain peripheral assets. The sale is subject to regulatory approvals and is anticipated to close in the second or third quarter of 2024.
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  • The PR does not provide detailed financial data or the impact of the sale on Jefferies' overall financial performance, making it challenging to assess the immediate financial implications of the transaction.

Insights

The announcement by Jefferies Financial Group Inc. regarding the sale of OpNet S.p.A's operations to Wind Tre S.p.A. represents a strategic divestiture aimed at streamlining Jefferies' focus on its core investment banking and capital markets services. The transaction value of approximately €320 million, which exceeds Jefferies' current carrying value, indicates a profitable exit and potential positive impact on Jefferies' financial position.

From a financial analysis perspective, the deal not only strengthens the balance sheet through the influx of cash or marketable securities but also reflects management's commitment to optimizing capital allocation. The reclassification of remaining legacy investments as 'Other investments' suggests a tidier financial statement that may appeal to investors seeking clarity and focus in a company's portfolio. Additionally, the liquidation of peripheral assets from HomeFed could further streamline Jefferies' asset base, potentially improving return on equity (ROE) and other financial metrics.

Investors should monitor the regulatory approval process and the closing timeline of the transaction, as delays or complications could affect expected financial outcomes. Moreover, the nature of the consideration—cash or three-year notes—could influence Jefferies' liquidity and risk profile depending on the choice made by CK Hutchison Group Telecom Holdings Ltd.

The sale of OpNet S.p.A's operations signifies Jefferies' strategic refocus on its core competencies in the highly competitive investment banking sector. This move can be seen as a response to the evolving financial services landscape, where specialization and a clear value proposition are increasingly important for differentiation and client retention.

Jefferies' alliance with SMBC and its emphasis on human capital investment to deepen capabilities are proactive steps in reinforcing its market position. By divesting non-core businesses, Jefferies could allocate more resources to areas with higher growth potential and strategic value. This may enhance the firm's agility and ability to capitalize on market opportunities, which is crucial in a sector marked by rapid changes in regulations, technology and client needs.

Market participants may view this transaction as a positive signal, potentially leading to favorable market reactions. The anticipated improvements in operational efficiency and focus could render Jefferies a more attractive investment proposition in the eyes of institutional investors and analysts.

The sale of OpNet S.p.A's operations is contingent on regulatory approvals, which is a common requisite for transactions of this nature, especially in the telecommunications sector that is often subject to scrutiny due to its strategic importance and regulatory complexities. The anticipated closing in the second or third quarter of 2024 suggests that Jefferies and the parties involved are allowing ample time for navigating these regulatory processes.

The choice of payment in cash or in the form of three-year notes by CK Hutchison Group Telecom Holdings Ltd. adds a layer of legal complexity to the transaction. The notes, being likened to publicly listed investment-grade bonds, must adhere to specific legal standards and financial regulations. Investors should be aware that such financial instruments involve legal covenants and conditions that can affect Jefferies' financial flexibility and risk exposure.

Furthermore, the reclassification of Jefferies' legacy investments and the orderly liquidation strategy for HomeFed's peripheral assets will require careful legal management to ensure compliance with financial disclosure requirements and to minimize potential legal risks associated with asset disposals.

Proceeds Modestly Higher Than Current Carrying Values

NEW YORK--(BUSINESS WIRE)-- Jefferies Financial Group Inc. (NYSE: JEF) announced today that, consistent with its strategy to build the leading independent global Investment Banking and Capital Markets firm, Jefferies agreed to the sale by OpNet S.p.A (the Italian wireless broadband provider formerly known as Linkem) of substantially all of OpNet’s operations to Wind Tre S.p.A., a subsidiary of CK Hutchison Group Telecom Holdings Ltd. (CKHGT).

Under the terms of this sale agreement, the consideration will be €485 million, subject to certain adjustments, that will consist of cash in an amount sufficient to satisfy all of OpNet’s financial debt, transaction costs and other cash obligations and approximately €225 million to be paid also in cash or, at CKHGT’s election, in three-year notes issued by CKHGT that are similar to CKHGT’s publicly listed investment-grade bonds and are marketable. In addition to the consideration of the CKHGT notes, OpNet will retain majority ownership in other operating telecom companies, resulting in approximately €320 million in final value to Jefferies from this transaction, which exceeds our current carrying value. This sale is subject to regulatory approvals and is anticipated to close in the second or third quarter of 2024.

Jefferies recently agreed to sell Foursight Capital LLC (an automobile finance company) to One Main Holdings, Inc. (NYSE:OMF), and Golden Queen (a gold and silver mining company) to Andean Precious Metals (TXV:APM).

To reflect the completion of the substantial reduction of these legacy investments, Jefferies will reclassify the remaining legacy investments as “Other investments” in its Asset Management reportable segment in fiscal 2024. The only individual investment of size today is HomeFed, our real estate development company that specializes in mixed-use, master-planned communities. We expect to operate the core business of HomeFed, which has solid long-term prospects, and to liquidate certain peripheral assets in an orderly manner.

Rich Handler, CEO of Jefferies, and Brian Friedman, President of Jefferies, commented: “After over a decade of optimizing and efficiently monetizing our merchant banking assets and using the proceeds to reinvest in Jefferies and return capital to our shareholders, we are thrilled to be back to our roots of focusing exclusively on building the very best ‘pure play’ global investment banking firm. With the support of our more than 5,500 employee-partners worldwide, we have been able to achieve our goal of focusing Jefferies’ efforts on our core business, becoming a leader around the world in Investment Banking and Capital Markets. And we believe our human capital investment to broaden and deepen our capabilities, together with our Strategic Alliance with SMBC, position us well as we move forward in 2024 and the years beyond.”

About Jefferies

Jefferies (NYSE: JEF) is a leading global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research, wealth, and asset management services. With more than 40 offices around the world, we offer insights and expertise to investors, companies and governments. For more information: www.jefferies.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements about our future and statements that are not historical facts. These forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “may,” “intend,” “outlook,” “will,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks and uncertainties, which will change over time. Forward-looking statements may contain beliefs, goals, intentions and expectations regarding revenues, earnings, operations, arrangements and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements also include statements pertaining to our strategies for future development of our businesses and products. Forward‐looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update any forward‐looking statements. Furthermore, because forward‐looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain, the actual results or outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results or outcomes to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

Media Inquiries

Jonathan Freedman (212) 284-2300

MediaContact@Jefferies.com

Source: Jefferies Financial Group Inc.

FAQ

What is the ticker symbol of Jefferies Financial Group Inc.?

The ticker symbol of Jefferies Financial Group Inc. is JEF.

What is the consideration for the sale of OpNet's operations to Wind Tre S.p.A.?

The consideration for the sale is €485 million, consisting of cash and CKHGT notes.

When is the sale anticipated to close?

The sale is anticipated to close in the second or third quarter of 2024, subject to regulatory approvals.

What will Jefferies do with the remaining legacy investments?

Jefferies will reclassify the remaining legacy investments as 'Other investments' in its Asset Management reportable segment in fiscal 2024.

What is the core business of HomeFed?

HomeFed is a real estate development company specializing in mixed-use, master-planned communities.

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