XML 29 R18.htm IDEA: XBRL DOCUMENT v3.20.2
Loans to and Investments in Associated Companies
6 Months Ended
May 31, 2020
Equity Method Investments and Joint Ventures [Abstract]  
Loans to and Investments in Associated Companies Loans to and Investments in Associated Companies
A summary of Loans to and investments in associated companies accounted for under the equity method of accounting during the six months ended May 31, 2020 and 2019 is as follows (in thousands):
Loans to and investments in associated companies as of beginning of period
Income (losses) related to associated companies
Income (losses) primarily related to Jefferies Group's associated companies (1)
Contributions to (distributions from) associated companies, net
Other
Loans to and investments in associated companies as of end of period
2020
Jefferies Finance$673,867  $—  $(47,950) $27,547  $—  $653,464  
Berkadia268,949  —  21,925  (36,562) 472  254,784  
FXCM (2)70,223  6,252  —  —  (243) 76,232  
Linkem (3)194,847  (19,809) —  35,242  3,825  214,105  
Real estate associated companies (4) (5)
255,309  (53,442) —  (31,784) —  170,083  
Other (3)189,762  (7,577) (111) (186) 9,237  191,125  
Total
$1,652,957  $(74,576) $(26,136) $(5,743) $13,291  $1,559,793  
2019
Jefferies Finance$728,560  $—  $7,936  $(63,070) $—  $673,426  
Berkadia245,228  —  47,945  (18,124) 515  275,564  
National Beef (6)653,630  62,051  —  (54,940) (9) 660,732  
FXCM (2)75,031  (5,016) —  —  10  70,025  
Linkem165,157  (8,581) —  49,590  (3,973) 202,193  
HomeFed (4)337,542  (517) —  —  —  337,025  
Real estate associated companies
87,074  1,072  —  —  —  88,146  
Other125,110  474  (1,560) (16,122) 881  108,783  
Total
$2,417,332  $49,483  $54,321  $(102,666) $(2,576) $2,415,894  

(1)Primarily classified in Other revenues.
(2)As further described in Note 3, our investment in FXCM includes both our equity method investment in FXCM and our term loan with FXCM. Our equity method investment is included in Loans to and investments in associated companies and our term loan is included in Financial instruments owned, at fair value in the Consolidated Statements of Financial Condition.
(3)Loans to and investments in associated companies at May 31, 2020 and November 30, 2019 include loans and debt securities aggregating $92.3 million and $70.2 million, respectively, related to Linkem and Other.
(4)During the third quarter of 2019, we completed a merger with HomeFed by which we acquired the remaining common stock of HomeFed. From July 1, 2019, the results of HomeFed are reflected on a consolidated basis. From July 1, 2019, HomeFed's equity method investments are included in Real estate associated companies.
(5)Income (loss) related to Real estate associated companies for the three and six months ended May 31, 2020 includes a non-cash charge of $6.9 million to fully write-off the value of HomeFed's interest in the Brooklyn Renaissance Plaza hotel due to the significant impact of the global novel coronavirus ("COVID-19") during the second quarter of 2020 and for the six months ended May 31, 2020, includes a non-cash charge of $55.6 million to fully write-off the value of HomeFed's RedSky JZ Fulton Mall joint venture investment related to a softening of the Brooklyn real estate market.
(6)On November 29, 2019, we sold our remaining equity interest in National Beef.
Income (losses) related to associated companies includes the following (in thousands):
For the Three Months EndedFor the Six Months Ended
 May 31, 2020May 31, 2019May 31, 2020May 31, 2019
National Beef$—  $34,946  $—  $62,051  
FXCM7,890  (2,300) 6,252  (5,016) 
Linkem(6,624) (6,960) (19,809) (8,581) 
HomeFed—  (2,500) —  (517) 
Real estate associated companies(428) (1,524) (53,442) 1,072  
Other(7,559) 508  (7,577) 474  
Total$(6,721) $22,170  $(74,576) $49,483  

Income (losses) primarily related to Jefferies Group's associated companies (primarily classified in Other revenues) includes the following (in thousands):
For the Three Months EndedFor the Six Months Ended
 May 31, 2020May 31, 2019May 31, 2020May 31, 2019
Jefferies Finance$(53,069) $14,935  $(47,950) $7,936  
Berkadia31  25,296  21,925  47,945  
Other(1,857) 2,753  (111) (1,560) 
Total$(54,895) $42,984  $(26,136) $54,321  

Jefferies Finance

Through Jefferies Group, we own 50% of Jefferies Finance LLC ("Jefferies Finance"), a joint venture entity pursuant to an agreement with Massachusetts Mutual Life Insurance Company ("MassMutual"). Jefferies Finance is a commercial finance company that structures, underwrites and arranges primarily senior secured loans to corporate borrowers. Loans are originated primarily through the investment banking efforts of Jefferies LLC. Jefferies Finance may also underwrite and arrange other debt products such as second lien term, bridge and mezzanine loans, as well as related equity co-investments. In addition, Jefferies Finance is a registered investment advisor under the Investment Advisers Act of 1940 and, through two of its wholly-owned subsidiaries, Apex Credit Partners LLC and JFIN Asset Management LLC, acts as an investment advisor for various loan funds and CLOs managing direct lending and broadly syndicated loan products.

At May 31, 2020, Jefferies Group and MassMutual each had equity commitments to Jefferies Finance of $750.0 million. At May 31, 2020, $652.4 million of Jefferies Group's commitment was funded. The investment commitment is scheduled to expire on March 1, 2021 with automatic one year extensions absent a 60-day termination notice by either party.

Jefferies Finance has executed a Secured Revolving Credit Facility with Jefferies Group and MassMutual, to be funded equally, to support loan underwritings by Jefferies Finance, which bears interest based on the interest rates of the related Jefferies Finance underwritten loans and is secured by the underlying loans funded by the proceeds of the facility. The total Secured Revolving Credit Facility is a committed amount of $500.0 million at May 31, 2020. Advances are shared equally between Jefferies Group and MassMutual. The facility is scheduled to mature on March 1, 2021 with automatic one year extensions absent a 60-day termination notice by either party. At May 31, 2020, $20.0 million of Jefferies Group's $250.0 million commitment was funded. Jefferies Group recognized interest income and unfunded commitment fees related to the facility of $1.5 million and $0.3 million during the three months ended May 31, 2020 and 2019, respectively, and $2.6 million and $0.6 million during the six months ended May 31, 2020 and 2019, respectively.
The following summarizes activity related to our other transactions with Jefferies Finance (in millions):
For the Three Months EndedFor the Six Months Ended
May 31, 2020May 31, 2019May 31, 2020May 31, 2019
Origination and syndication fee revenues (1)$43.8  $69.3  $81.5  $91.2  
Origination fee expenses (1)3.0  8.2  8.6  13.6  
CLO placement fee revenues (2)—  —  0.4  1.3  
Underwriting fees (3)—  1.0  0.3  1.0  
Service fees (4)10.7  11.2  35.9  38.3  

(1) Jefferies Group engages in debt underwriting transactions with Jefferies Finance related to the originations and syndications of loans by Jefferies Finance. In connection with such services, Jefferies Group earned fees, which are recognized in Investment banking revenues in the Consolidated Statements of Operations. In addition, Jefferies Group paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance, which are recognized in Selling, general and other expenses in the Consolidated Statements of Operations.
(2) Jefferies Group acts as a placement agent for CLOs managed by Jefferies Finance, for which Jefferies Group recognized fees, which are included in Investment banking revenues in the Consolidated Statements of Operations. At May 31, 2020 and November 30, 2019, Jefferies Group held securities issued by CLOs managed by Jefferies Finance, which are included in Financial instruments owned, at fair value.
(3) Jefferies Group acted as underwriter in connection with terms loans issued by Jefferies Finance.
(4) Under a service agreement, Jefferies Group charged Jefferies Finance for services provided.
In connection with non-U.S. dollar loans originated by Jefferies Finance to borrowers who are investment banking clients of Jefferies Group, Jefferies Group has entered into an agreement to indemnify Jefferies Finance with respect to any foreign currency exposure.
At May 31, 2020 and November 30, 2019, we had receivables from Jefferies Finance, included within Other assets in the Consolidated Statement of Financial Condition of $27.0 million and $17.2 million, respectively. At May 31, 2020 and November 30, 2019, we had payables to Jefferies Finance, related to cash deposited with Jefferies Group, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition of $13.7 million and $13.7 million, respectively. At November 30, 2019, we had a payable to Jefferies Finance, related to its lending transactions, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition of $17.6 million.
On March 28, 2019, Jefferies Group entered into a promissory note with Jefferies Finance with a principal amount of $1.0 billion, the proceeds of which were used in connection with Jefferies Group's investment banking loan syndication activities. Jefferies Group repaid Jefferies Finance the entire outstanding principal amount of this note on May 15, 2019. Interest paid on the note of $3.8 million is included in Interest expense of Jefferies Group within the Consolidated Statements of Operations for the three and six months ended May 31, 2019.

Berkadia

Berkadia is a commercial mortgage banking and servicing joint venture formed in 2009 with Berkshire Hathaway Inc. We and Berkshire Hathaway each contributed $217.2 million of equity capital to the joint venture and each have a 50% membership interest in Berkadia. We are entitled to receive 45% of the profits. Berkadia originates commercial/multifamily real estate loans that are sold to U.S. government agencies, and originates and brokers commercial/multifamily mortgage loans which are not part of government agency programs. Berkadia is an investment sales advisor focused on the multifamily industry. Berkadia is a servicer of commercial real estate loans in the U.S., performing primary, master and special servicing functions for U.S. government agency programs, commercial mortgage-backed securities transactions, banks, insurance companies and other financial institutions.

Berkadia uses all of the proceeds from the commercial paper sales of an affiliate of Berkadia to fund new mortgage loans, servicer advances, investments and other working capital requirements. Repayment of the commercial paper is supported by a $1.5 billion surety policy issued by a Berkshire Hathaway insurance subsidiary and corporate guaranty, and we have agreed to reimburse Berkshire Hathaway for one-half of any losses incurred thereunder. At May 31, 2020, the aggregate amount of commercial paper outstanding was $1.47 billion.
National Beef

National Beef processes and markets fresh and chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets. On November 29, 2019, we sold our remaining equity interest in National Beef.

FXCM

We have a 50% voting interest in FXCM, a provider of online foreign exchange trading services. We account for our equity interest in FXCM on a one month lag. We are amortizing our basis difference between the estimated fair value and the underlying book value of FXCM customer relationships, technology and tradename over their respective useful lives (weighted average life of 11 years).

Linkem

We own approximately 42% of the common shares of Linkem, the largest fixed wireless broadband services provider in Italy. In addition, we own convertible preferred stock, which is automatically convertible to common shares in 2022, and warrants. If all of our convertible preferred stock was converted and warrants were exercised, it would increase our ownership to approximately 56% of Linkem's common equity at May 31, 2020. We have approximately 48% of the total voting securities of Linkem. Additionally, we have made shareholder loans to Linkem with principal outstanding of $95.2 million at May 31, 2020. These shareholder loans bear interest at 5% per annum and are due June 30, 2024. We account for our equity interest in Linkem on a two month lag.

HomeFed

HomeFed develops and owns residential and mixed-use real estate properties. Through June 30, 2019, we owned an approximate 70% equity interest of HomeFed's outstanding common shares; however, we had contractually agreed to limit our voting rights such that we would not be able to vote more than 45% of HomeFed's total voting securities voting on any matter, assuming all HomeFed shares not owned by us were voted. Since we did not control HomeFed, our investment in HomeFed was accounted for under the equity method as an investment in an associated company. We accounted for our equity interest in HomeFed on a two month lag.
On July 1, 2019, we completed a merger with HomeFed by which we acquired the remaining common stock of HomeFed. From July 1, 2019, the results of HomeFed are reflected on a consolidated basis.
Real Estate Associated Companies

Real estate equity method investments primarily consist of HomeFed's interests in Brooklyn Renaissance Plaza and Hotel and 54 Madison. These equity interests are accounted for on a two month lag.

Brooklyn Renaissance Plaza is comprised of a hotel operated by Marriott, an office building complex and a parking garage located in Brooklyn, New York. HomeFed owns a 25.8% equity interest in the hotel and a 61.25% equity interest in the office building and garage. Although HomeFed has a majority interest in the office building and garage, it does not have control, but only has the ability to exercise significant influence on this investment. As such, HomeFed accounts for the office building and garage under the equity method of accounting. We are amortizing our basis difference between the estimated fair value and the underlying book value of Brooklyn Renaissance office building and garage over the respective useful lives (weighted average life of 39 years). Due to the significant impact of COVID-19 during the second quarter of 2020, HomeFed recorded an impairment charge of $6.9 million within Income (loss) related to associated companies during the three and six months ended May 31, 2020, which represented all of its carrying value in the Brooklyn Renaissance Plaza hotel.

We own approximately 48.1% of 54 Madison, a fund that seeks long-term capital appreciation through investment in real estate development and similar projects. 54 Madison invests both in projects which they consolidate and projects where they have significant influence and utilize the equity method of accounting. Based on total committed capital of the 54 Madison fund, all projects of this fund have already been identified and launched. We have two of the four seats on the 54 Madison investment committee and have significant influence over the fund, including a number of protective rights such as the right to block material investments, divestitures and changes outside of agreed upon parameters.
Other

The following table provides required summarized data for certain equity method investments, including those accounted for under the fair value option. The table includes Berkadia for the six months ended May 31, 2020 and 2019, and National Beef for the six months ended May 31, 2019 (in thousands):

For the Six Months Ended
May 31, 2020May 31, 2019
Revenues$472,988  $4,315,679  
Income from continuing operations before extraordinary items$48,721  $318,837  
Net income$48,721  $318,837