Crimson Wine

Leucadia National Corp., which EDGAR tells me is in the “Lumber & Wood Products (No Furniture)” business but which also processes beef, drills for oil, owns a Mississipi casino and develops biopharmaceuticals, is getting out of one business:

Leucadia National Corporation (NYSE: LUK) and Jefferies Group, Inc. (NYSE: JEF) today announced that the Boards of Directors of both companies have approved a definitive merger agreement under which Jefferies’ shareholders (other than Leucadia, which currently owns approximately 28.6% of the Jefferies outstanding shares) will receive 0.81 of a share of Leucadia common stock for each share of Jefferies common stock they hold. …

Leucadia will continue to operate in its current form, except that the merger agreement contemplates that Leucadia’s Crimson Wine Group, with a book value of $197 million, will be spun out in a distribution that is intended to be tax-free to current Leucadia shareholders prior to the completion of the merger.

I assumed that the spinoff was driven by some sort of regulatory impediment (alcoholic or financial), though on the analyst call for the merger Jefferies said that Crimson was just “less synergistic” to the combined business than … I guess, than the casino or the slaughterhouse? Still, I like it: you can combine a casino and a wine business, or a casino and an investment bank, but not a wine business and an investment bank. Do you think the investment bankers are prudes, or the winemakers?

What are the investment bankers up to anyway? It makes a lot of sense for a low-investment-grade wee investment bank who recently overcame a near-death experience re: Eurozone sovereign bonds to sell itself to a highly rated financial conglomerate – a “baby Berkshire Hathaway” no less – with a big balance sheet that can provide cheap funding for its bond-market misadventures. But this isn’t that: Leucadia’s rating is 2-3 notches lower than Jefferies’, and its balance sheet is smaller, though Moody’s is talking about upgrading Leucadia on the deal.

Here is Moody’s affirming Jefferies’ Baa3 rating: Read more »