LEUCADIA NATIONAL CORPORATION New York, New York 10022Leucadia National Corp • March 18th, 2014 • Meat packing plants • Delaware
This letter agreement is being entered into prior to or concurrently with that certain Preferred Securities Purchase Agreement (in the form provided to the Company on the date hereof, the “PSPA”) by and among Harbinger Capital Partners Master Fund I, Ltd. (“Master Fund”), Global Opportunities Breakaway Ltd. (“Global”), Harbinger Capital Partners Special Situations Fund, L.P. (“Special Situations Fund” and, collectively with Master Fund and Global, the “Funds”) and Leucadia National Corporation (“Leucadia”), pursuant to which Leucadia is to beneficially acquire certain preferred securities (the “Preferred Shares”) that are exchangeable into shares of common stock (“Common Stock”), $0.01 par value per share, of the Company pursuant to that certain Exchange Agreement referred to in the PSPA and to be entered into by and among the Funds and Leucadia (in the form provided to the Company on the date hereof, the “Exchange Agreement”). In connection with such acquisition, Leucadia and the Comp
PREFERRED SECURITIES PURCHASE AGREEMENT* by and among Harbinger Capital Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Leucadia National Corporation March 18, 2014Preferred Securities Purchase Agreement • March 18th, 2014 • Leucadia National Corp • Meat packing plants • New York
PREFERRED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated March 18, 2014, by and among Harbinger Capital Partners Master Fund I, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (the “Master Fund”), Global Opportunities Breakaway Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Global Fund” ), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (“Special Situations Fund”, together with the Master Fund and Global Fund, the “Sellers,” and each a “Seller”), and Leucadia National Corporation, a New York Corporation (or, at its designation but subject to compliance with the terms and conditions of Section 11.9, one or more of its direct or indirect wholly-owned Subsidiaries, the “Purchaser”).
