Note 13. Long-Term Debt

In conjunction with pushdown accounting for the Leucadia Transaction, we recorded our long-term debt at its then current fair value of $6.1 billion, which included $536.5 million of excess of the fair value over the total principal amount of our debt at March 1, 2013, in aggregate. The premium is being amortized to interest expense using the effective yield method over the remaining lives of the underlying debt obligations. See Note 4, Leucadia and Related Transactions for further information.

The following summarizes our long-term debt carrying values (including unamortized discounts and premiums and valuation adjustment, where applicable) at May 31, 2014 and November 30, 2013 (in thousands):


	May 31, 2014		November 30, 2013
Unsecured Long-Term Debt
5.875% Senior Notes, due June 8, 2014 (effective interest rate of 1.51%)	$	250,243	$	255,676
3.875% Senior Notes, due November 9, 2015 (effective interest rate of 2.17%)		512,096		516,204
5.5% Senior Notes, due March 15, 2016 (effective interest rate of 2.52%)		368,235		373,178
5.125% Senior Notes, due April 13, 2018 (effective interest rate of 3.46%)		848,235		854,011
8.5% Senior Notes, due July 15, 2019 (effective interest rate of 4.00%)		845,739		858,425
2.375% Euro Medium Term Notes, due May 20, 2020 (effective rate of 2.42%)		679,951		—
6.875% Senior Notes, due April 15, 2021 (effective interest rate of 4.40%)		860,021		866,801
2.25% Euro Medium Term Notes, due July 13, 2022 (effective rate of 4.08%)		4,762		4,792
5.125% Senior Notes, due January 20, 2023 (effective interest rate of 4.55%)		624,482		625,626
6.45% Senior Debentures, due June 8, 2027 (effective interest rate of 5.46%)		382,381		383,224
3.875% Convertible Senior Debentures, due November 1, 2029 (effective interest rate of 3.50%) (1)		353,037		359,281
6.25% Senior Debentures, due January 15, 2036 (effective interest rate of 6.03%)		513,197		513,343
6.50% Senior Notes, due January 20, 2043 (effective interest rate of 6.09%)		422,105		422,245

	$	6,664,484	$	6,032,806

Secured Long-Term Debt
Credit facility, due August 26, 2014		65,000		200,000

	$	6,729,484	$	6,232,806

(1)

As a result of the transaction with Leucadia on March 1, 2013, the value of the 3.875% Convertible Senior debentures at May 31, 2014 and November 30, 2013, includes the fair value of the conversion feature of $3.9 million and $9.6 million, respectively. The change in fair value of the conversion feature is included within Revenues – Principal transactions in the Consolidated Statement of Earnings and amounted to a gain of $3.7 million and a gain of $5.7 million for the three and six months ended May 31, 2014 and a loss of $7.1 million for the three months ended May 31, 2013.

On May 20, 2014, under our $2.0 billion Euro Medium Term Note Program we issued senior unsecured notes with a principal amount of €500.0 million, due 2020, which bear interest at 2.375% per annum. Proceeds amounted to €498.7 million. On January 15, 2013, we issued $1.0 billion in senior unsecured long-term debt, comprising 5.125% Senior Notes, due 2023 and 6.5% Senior Notes, due 2043. The 5.125% Senior Notes were issued with a principal amount of $600.0 million and we received proceeds of $595.6 million. The 6.5% Senior Notes were issued with a principal amount of $400.0 million and we received proceeds of $391.7 million.

Upon completion of the Leucadia Transaction on March 1, 2013, our 3.875% convertible debentures due 2029 (principal amount of $345.0 million) (the “debentures”) remain issued and outstanding but are now convertible into common shares of Leucadia. Other than the conversion into Leucadia common shares, the terms of the debenture remain the same. As of June 12, 2014, each $1,000 debenture is currently convertible into 22.0775 shares of Leucadia’s common stock (equivalent to a conversion price of approximately $45.29 per share of Leucadia’s common stock). The debentures are convertible at the holders’ option any time beginning on August 1, 2029 and convertible at any time if: 1) Leucadia’s common stock price is greater than or equal to 130% of the conversion price for at least 20 trading days in a period of 30 consecutive trading days; 2) if the trading price per debenture is less than 95% of the price of the common stock times the conversion ratio for any 10 consecutive trading days; 3) if the debentures are called for redemption; or 4) upon the occurrence of specific corporate actions. The debentures may be redeemed for par, plus accrued interest, on or after November 1, 2012 if the price of Leucadia’s common stock is greater than 130% of the conversion price for at least 20 days in a period of 30 consecutive trading days and we may redeem the debentures for par, plus accrued interest, at our election any time on or after November 1, 2017. Holders may require us to repurchase the debentures for par, plus accrued interest, on November 1, 2017, 2019 and 2024. In addition to ordinary interest, commencing November 1, 2017, contingent interest will accrue at 0.375% if the average trading price of a debenture for 5 trading days ending on and including the third trading day immediately preceding a six-month interest period equals or exceed $1,200 per $1,000 debenture. As of March 1, 2013, the conversion option to Leucadia common shares embedded within the debentures meets the definition of a derivative contract, does not qualify to be accounted for within member’s equity and is not clearly and closely related to the economic interest rate or credit risk characteristics of our debt. Accordingly, the conversion option is accounted for on a standalone basis at fair value with changes in fair value recognized in Principal transaction revenues and is presented within Long-term debt on the Consolidated Statement of Financial Condition.

Secured Long-Term Debt - On August 26, 2011, we entered into a committed senior secured revolving credit facility (“Credit Facility”) with a group of commercial banks in U.S. dollars, Euros and Sterling, for an aggregate committed amount of $950.0 million with availability subject to one or more borrowing bases and of which $250.0 million can be borrowed without a borrowing base requirement. On June 26, 2014, we amended and restated the Credit Facility for three years and reduced the committed amount to $750.0 million. The borrowers under the Credit Facility are Jefferies Bache Financial Services, Inc., Jefferies Bache, LLC and Jefferies Bache Limited, with a guarantee from Jefferies Group LLC. The Credit Facility contains certain financial covenants, including, but not limited to, restrictions on future indebtedness of our subsidiaries, minimum tangible net worth and liquidity requirements and minimum capital requirements. Interest is based on, in the case of U.S. dollar borrowings, the Federal funds rate or the London Interbank Offered Rate or, in the case of Euro and Sterling borrowings, the Euro Interbank Offered Rate and the London Interbank Offered Rate, respectively. The obligations of each borrower under the Credit Facility are secured by substantially all the assets of such borrower, but none of the borrowers is responsible for any obligations of any other borrower. At May 31, 2014 and November 30, 2013, borrowings under the Credit Facility were denominated in U.S. dollars and we were in compliance with debt covenants under the Credit Facility.