UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to ~~TO SECTION~~ Section 13 ORor 15(Dd) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

Date of report (Date of earliest event reported): ~~May 2~~June 21, 2019

HOMEFED CORPORATION

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

DELAWARE	1-10153	33-0304982
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1903 WRIGHT PLACE, SUITE 220, CARLSBAD,CALIFORNIA		92008
(Address of Principal Executive Offices)		(Zip Code)

1903 WRIGHT PLACE, SUITE 220

CARLSBAD, CALIFORNIA 92008

(Address of Principal Executive Offices, and Zip Code)

760-918-8200

(Registrant’s Telephone Number, Including Area Code)

~~Check~~(Former ~~the~~Name ~~appropriate~~or Former ~~box~~Address, ~~below~~ if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to Section 12(~~17 CFR §230.405~~b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act: ~~of 1934 (17 CFR §240.12b-2).~~

Title of each class

Trading

Symbol(s)

Name of each exchange on which
registered

Common Stock, Par Value $.01 Per Share

HOFD

OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~8.01. ~~pursuant~~Other ~~to Section 12(b) of the Act:~~ Events.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share		“HOFD”		OTC

Supplemental Proxy Statement Disclosure

~~Item~~Reference 1is made to the Proxy Statement filed by HomeFed Corporation, a Delaware corporation (“HomeFed” or the “Company”), with the Securities and Exchange Commission on May 20, 2019 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein, the “Proxy Statement”).01 ~~Entry~~The ~~into~~Proxy Statement relates to the Agreement and Plan of Merger among HomeFed, Jefferies Financial Group Inc., a ~~Material~~New ~~Definitive~~York corporation (“Jefferies”), and Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Jefferies (“Merger Sub”), dated as of April 12, 2019, as it may be amended from time to time, including pursuant to Amendment No. 1 to the Merger Agreement, dated as of May 2, 2019 (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, HomeFed will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company of the Merger. Except as otherwise set forth below, the information set forth in the Proxy Statement remains unchanged and is incorporated by reference as relevant to the items in this Current Report on Form 8-K.

~~Amendment~~Litigation ~~No. 1~~Related to ~~Agreement~~Proposed ~~and Plan of~~ Merger

~~As previously~~On ~~disclosed, on April~~June 123, 2019, ~~HomeFed~~a ~~Corporation~~putative class action lawsuit, acaptioned ~~Delaware~~Anderson ~~corporation~~v. (“HomeFed”) Corp., ~~entered~~et ~~into~~al., anCase ~~Agreement~~No. ~~and~~3:19-cv-01040-GPC-BLM, ~~Plan~~was offiled ~~Merger~~in (the ~~“Original~~United ~~Merger~~States ~~Agreement”)~~District ~~with~~Court ~~Jefferies~~for ~~Financial~~the ~~Group~~Southern District ~~Inc.,~~of aCalifornia ~~New~~in ~~York~~connection ~~corporation~~with ~~(“Jefferies”),~~the ~~and~~Merger. ~~Heat~~The ~~Merger~~complaint ~~Sub,~~names ~~LLC,~~the aCompany ~~Delaware~~and ~~limited~~the ~~liability~~members ~~company~~of ~~and~~the ~~wholly-owned~~board ~~subsidiary~~of directors of ~~Jefferies~~the Company (~~“Merger~~the ~~Sub~~“Board”) as defendants. ~~Pursuant~~The tocomplaint ~~the~~generally ~~Original~~alleges ~~Merger~~that ~~Agreement,~~the ~~HomeFed~~defendants caused the ~~will~~Company beto ~~merged~~file ~~with~~a materially incomplete and ~~into~~misleading ~~Merger~~definitive ~~Sub~~proxy (statement relating to the “Merger”) ~~with~~in ~~Merger~~violation ~~Sub~~of ~~surviving~~Sections 14(a) and 20(a) of the ~~Merger~~Exchange asAct. aThe ~~wholly-owned~~complaint ~~subsidiary~~seeks, ofamong ~~Jefferies~~other ~~(the~~things, ~~“Surviving~~injunctive ~~Company”)~~relief.

On ~~May~~June 24, 2019, a second putative class action lawsuit, captioned Wolf v. HomeFed ~~entered~~Corp., ~~into~~et anal., ~~Amendment~~Case No. : 1:19-cv-01039-LPS, towas ~~Agreement~~filed ~~and~~in ~~Plan~~the ofUnited ~~Merger~~States ~~with~~District ~~Jefferies~~Court ~~and~~for ~~Merger~~the ~~Sub~~District (of Delaware in connection with the Merger. The ~~“Amendment”),~~complaint ~~which~~names ~~amended~~the ~~certain~~Company, ~~terms~~the members of the ~~Original~~Board, ~~Merger~~Jefferies, ~~Agreement~~and ~~to,~~Merger ~~among~~Sub ~~other~~as ~~things:~~defendants. ~~(i) provide~~The ~~for~~complaint angenerally ~~exchange~~alleges ~~ratio~~that ofthe ~~2.0~~defendants ~~shares~~caused ofthe ~~Jefferies~~Company ~~common~~to ~~stock~~file ~~for~~a ~~every~~materially ~~share~~incomplete ofand ~~HomeFed~~misleading ~~common~~Amendment ~~stock~~No. 1 ~~(without~~to ~~adjustments);~~Registration ~~(ii)~~Statement ~~eliminate~~on ~~the~~Form ~~ability~~S-4 ~~for~~filed awith ~~HomeFed~~the ~~stockholder~~SEC toon ~~make~~May 17, an2019 ~~election~~relating to ~~receive~~the ~~either~~Merger ~~stock~~in ~~consideration~~violation orof ~~cash~~Sections ~~consideration;~~14(a) and 20(~~iii~~a) ~~make~~ ~~certain~~of the Exchange Act. The complaint seeks, among other ~~related~~things, injunctive ~~amendments~~relief.

~~The~~On ~~foregoing summary of the Amendment does not purport to be complete and is subject to~~June 13, ~~and qualified in its entirety by~~2019, ~~the~~a ~~full~~third ~~text~~putative ofclass ~~the~~action ~~Amendment~~lawsuit, ~~which~~ iscaptioned ~~attached~~Francl ~~to this report as Exhibit 2~~v.1 ~~and~~Borden, iset ~~incorporated~~al, ~~herein~~Case ~~by reference~~No. ~~The~~37-2019-00030374-CU-BT-NC, ~~Amendment~~was ~~has~~filed ~~been~~in ~~attached~~connection aswith anthe ~~exhibit~~Merger toin ~~this~~California ~~report~~Superior Court, toSan ~~provide~~Diego ~~investors and security holders with information regarding its terms~~County. ItThe iscomplaint ~~not~~names ~~intended to~~the ~~provide~~members ~~any~~of ~~other~~the ~~factual~~Board, ~~information about~~ Jefferies, ~~HomeFed or~~ Merger Sub, orand toDoes ~~modify~~1 orthrough ~~supplement~~25 ~~any~~as ~~factual~~defendants. ~~disclosures~~The ~~about~~complaint ~~Jefferies~~generally oralleges ~~HomeFed~~that inthe defendants breached their ~~public~~fiduciary ~~reports~~duties ~~filed~~in connection with the ~~SEC.~~Merger and caused the

~~Item~~ Company to file a materially incomplete and misleading Registration Statement on Form S-4 filed with the SEC on May 9, 2019 relating to the Merger in violation of Delaware law.~~01.~~ ~~Financial~~The ~~Statements~~complaint ~~and~~seeks, ~~Exhibits~~among other things, injunctive relief.

~~(d)~~On June 20, 2019, counsel for plaintiffs in ~~The~~the ~~following~~Anderson, ~~exhibits~~Wolf, ~~are~~and ~~filed~~Francl asactions ~~part~~each agreed that immediately following the issuance of the supplemental information set forth in this ~~report:~~Form 8-K, they would, subject to client approval, file appropriate notices of voluntary dismissal in their respective actions with prejudice as to plaintiffs’ individual claims and without prejudice to class claims.

ExhibitNumber		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of May 2, 2019, by and among HomeFed Corporation, Jefferies Financial Group Inc. and Heat Merger Sub, LLC

SUPPLEMENT TO PROXY STATEMENT

~~Important~~This ~~Additional~~supplemental ~~Information~~information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Page references in the below disclosures are to the Proxy Statement, and ~~Where~~defined terms used but not defined herein have the meanings set forth in the Proxy Statement. With respect to ~~Find~~the Itlitigation described above, the defendants deny that any further supplemental disclosure was required under any applicable rule, statute, regulation or law. None of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, or any violation of any federal or state law, and nothing in this Form 8-K should be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

~~This~~The ~~communication~~additional isdisclosures ~~being~~are ~~made~~set inforth ~~respect~~below. ofUnderlined ~~the~~text shows ~~proposed~~text ~~transaction contemplated by the Original Merger Agreement, as amended by the Amendment. This~~being ~~communication~~added ~~may be deemed~~ to bea ~~solicitation~~referenced ~~material~~disclosure in ~~respect of~~ the ~~proposed~~Proxy ~~transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies will file a Registration~~ Statement ~~on Form S-4 with the SEC, which will include a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies Common Stock~~. AThe ~~definitive~~additional ~~proxy~~disclosures ~~statement/prospectus~~are ~~will~~set ~~also~~forth ~~be sent to HomeFed stockholders seeking any required stockholder approval~~below. ~~Before~~Underlined ~~making~~text shows ~~any~~text ~~voting~~being oradded ~~investment decision, investors and HomeFed stockholders are urged~~ to ~~carefully~~a ~~read~~referenced ~~the~~disclosure ~~entire~~in ~~registration statement and proxy statement/prospectus when they become available, and any other relevant documents filed with~~ the ~~SEC,~~Proxy as well as any amendments or supplements to these documents, because they will contain important information about the merger and other transactions contemplated by the Original Merger Agreement, as amended by the AmendmentStatement. ~~Investors~~Strikethrough ~~and~~text ~~HomeFed stockholders will be able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies~~shows ~~and~~text ~~HomeFed~~in ~~through~~ the ~~web~~referenced ~~site~~disclosure ~~maintained~~that byis ~~the~~being ~~SEC at www~~deleted.~~sec.gov.~~ In addition, investors and HomeFed stockholders will be able to obtain free copies of the registration statement and proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Jefferies at the following:

~~Jefferies~~1. The ~~Financial~~section ~~Group~~of ~~Inc.~~the Proxy Statement entitled “The Merger – Background of the Merger” is hereby amended as follows:

~~Attention:~~ a. Amend ~~Investor~~and ~~Relations~~restate the second paragraph under the heading “Background of the Merger” as follows:

~~520~~In ~~Madison~~March ~~Avenue~~2017, Jefferies proposed a transaction to purchase 783,889 shares of HomeFed common stock from Ian Cumming (a former HomeFed director of HomeFed) and certain entities affiliated with, and relatives of, Mr. Cumming, for $39.95 per share. In response, the HomeFed board formed a special committee of independent directors, which we refer to as the special committee, comprised of Timothy M. Considine and Michael A. Lobatz to, among other things, make recommendations to HomeFed’s board concerning the proposed transaction as well as any future transaction involving Jefferies that would require approval of the independent directors of HomeFed under the stockholders agreement or a waiver of the common stock transfer restrictions set forth in HomeFed’s certificate of incorporation.

~~New~~ b. Amend ~~York,~~and ~~New~~restate the fourth ~~York~~paragraph ~~10022~~under the heading “Background of the Merger” as follows:

~~212-460-1900~~In September 2017, Mr. Considine wrote a letter to Joseph Steinberg, chairman of Jefferies’ board of directors and chairman of the HomeFed board, stating Mr. Considine’s personal view that HomeFed should be merged into Jefferies and cease to be a separate public company. Mr. Considine noted a number of potential advantages associated with such a transaction in addition to a number of challenges facing HomeFed as a separate public company, including the limited liquidity of HomeFed common stock. In such letter, Mr. Considine suggested, based on his own review and analysis of Jefferies’ public filings and information available to him about HomeFed, an exchange ratio of approximately two shares of Jefferies common stock for each share of HomeFed common stock Jefferies did not own. Mr. Considine did not send the letter on behalf of the HomeFed board of directors and did not discuss the contents of the letter with other HomeFed directors prior to sending the letter to Mr. Steinberg. No one from Jefferies approached Mr. Considine or any other representative of HomeFed regarding a potential merger before Mr. Considine sent the letter to Mr. Steinberg.

~~www~~ c.~~jefferies.com~~ Amend and restate the third sentence of the second full paragraph on page 21 of the Proxy Statement as follows:

~~-2-~~Representatives of Houlihan Lokey reported on conversations that had occurred, at the direction of the special committee, between representatives of Houlihan Lokey and the chief financial officer and other representatives of the management team of Jefferies regarding Jefferies business, operations and financial condition.noted that Jefferies had declined to provide financial projections for Jefferies on the basis that Jefferies did not prepare projections in the ordinary course of business.

~~Participants~~ d. Add ina new sentence after the ~~Solicitation~~eighth full sentence of the second full paragraph on page 21 of the Proxy Statement as follows:

~~HomeFed~~As ~~and~~a ~~its~~result ~~directors,~~of ~~executive officers and employees may be considered participants in~~ the ~~solicitation~~unavailability of ~~proxies~~projections infor ~~respect~~Jefferies ofand the ~~proposed~~special ~~transaction~~committee’s ~~contemplated~~satisfaction bythat ~~the~~Jefferies ~~Original~~stock ~~Merger~~would ~~Agreement, as amended by the Amendment. Information regarding the persons who may, under the rules of the SEC,~~ be ~~deemed~~a ~~participants~~cash inequivalent ~~the~~to ~~solicitation~~HomeFed ofpublic ~~the~~ stockholders ofonce ~~HomeFed~~received, ~~in connection with~~ the ~~proposed~~special ~~transaction,~~committee ~~including~~neither adirected ~~description~~Houlihan ofLokey ~~their~~to ~~direct~~press ~~or indirect interests~~Jefferies, bynor ~~security~~itself ~~holdings~~pressed ~~or otherwise~~Jefferies, ~~will~~to ~~be set forth in the final Registration Statement on Form S-4 when it is~~provide ~~filed with the SEC. Information regarding HomeFed~~Jefferies’s ~~directors~~financial and executive officers is contained in HomeFed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed on March 18, 2019 with the SEC, and its Proxy Statement on Schedule 14A, which was filed on June 28, 2018 with the SECprojections.

~~Forward-Looking~~ e. Amend ~~Statements~~and restate the last full paragraph on page 22 of the Proxy Statement as follows:

~~Statements~~On ~~contained~~March 26, in2019, ~~this report~~the ~~which~~representative ~~are~~of ~~not~~Jefferies ~~historical~~who ~~fact~~spoke ~~constitute~~the ~~“forward-looking~~previous ~~statements.”~~day ~~These~~with representatives ~~forward-looking~~of ~~statements~~Houlihan ~~include,~~Lokey ~~among~~and ~~others,~~Sheppard ~~statements~~Mullin ~~about~~obtained ~~the~~permission ~~benefits~~from ofone ~~the~~membercontacted ~~Merger~~each ~~and~~of the ~~expected~~members ~~timing~~of ~~for closing~~ the ~~Merger.~~special ~~These statements~~committee ~~are~~for ~~based on~~ the ~~current~~purpose ~~beliefs and expectations~~ of ~~the~~seeking ~~Company’s~~permission ~~management~~for ~~and~~another representativesrepresentative ~~are~~of ~~subject~~Jefferies to ~~known~~speak ~~and~~with ~~unknown~~a ~~risks~~representative ~~and~~of ~~uncertainties~~BMO. ~~Factors~~Such ~~that~~representative ~~could~~spoke ~~cause~~first ~~actual~~to ~~events~~Mr. Considine, towho ~~differ~~believed ~~include,~~that ~~but~~such ~~are~~contact would not ~~limited~~adversely ~~to:~~affect ~~(i)~~ the ~~incurrence~~interests of ~~unexpected~~HomeFed’s ~~costs,~~public ~~liabilities~~stockholders orand ~~delays~~granted ~~relating~~permission tofor ~~the~~such ~~Merger;~~other ~~(ii) the~~representative ~~failure~~of Jefferies to ~~satisfy~~contact the ~~conditions~~representative toof ~~the~~BMO, ~~Merger;~~ and. ~~(iii)~~Based on Mr. ~~the~~Considine’s ~~failure~~permission, tosuch ~~obtain~~other ~~the~~representative ~~requisite~~of ~~stockholder~~Jefferies ~~approvals~~did ~~under~~sorepresentative contacted the ~~Original~~BMO ~~Merger~~representative. ~~Agreement,~~In asthe ~~amended~~discussion bybetween ~~the~~such ~~Amendment.~~other ~~Factors~~representative ~~that~~of ~~may~~Jefferies ~~affect~~and the ~~future~~representative ~~results~~ of ~~HomeFed~~BMO, ~~are set forth in its filings with~~ the ~~SEC,~~representative ~~including~~of ~~its~~BMO ~~recent~~indicated ~~filing~~that onBMO ~~Form~~continued ~~10-K~~to ~~for~~be ~~the~~willing ~~fiscal year~~to ~~ended~~vote ~~December 31,~~in ~~2018.~~favor ~~Actual~~of ~~results,~~the ~~events~~proposed ~~and~~exchange ~~performance~~ratio ~~may~~of ~~differ~~two ~~materially.~~shares ~~Readers~~of ~~are~~Jefferies ~~cautioned~~common ~~not~~stock tofor ~~place~~each ~~undue~~share ~~reliance on these forward-looking statements, which speak only as~~ of ~~the~~HomeFed ~~date~~common ~~hereof~~stock. ~~HomeFed~~Subsequent ~~undertakes no obligation~~ to ~~release~~this ~~publicly~~discussion, ~~the~~Dr. Lobatz ~~result~~conveyed ~~of any revisions~~ to ~~these~~the ~~forward-looking~~Jefferies representative ~~statements~~who ~~that~~had ~~may~~sought bepermission ~~made~~ to ~~reflect~~speak ~~events~~with orBMO ~~circumstances~~his ~~after~~disagreement ~~the~~with ~~date~~any ~~hereof~~communications orbetween torepresentatives ~~reflect~~of ~~the~~Jefferies ~~occurrence~~and representatives of ~~unanticipated events~~BMO.

~~-3-~~ f. Amend and restate the first full paragraph on page 23 of the Proxy Statement as follows:

~~SIGNATURES~~At a special committee meeting held later the same day, the special committee determined thatdiscussed whether representatives of Jefferies should be able to speak with other HomeFed stockholders. After discussion, the special committee determined that, to facilitate the continued effectiveness of the special committee in connection with ongoing negotiations with Jefferies, Jefferies should be advised not to have any further discussions with BMO without the approval of the special committee. Sheppard Mullin then spoke to legal counsel for Jefferies to state the special committee’s view that there should be no further contact by anyone affiliated with Jefferies with any HomeFed stockholder not affiliated with Jefferies without approval of the special committee.

~~Pursuant~~2. The tosection of the ~~requirements~~Proxy ofStatement entitled ~~the~~“The ~~Securities~~Merger ~~Exchange~~– ~~Act~~Opinion of ~~1934,~~ the ~~registrant~~Special ~~has~~Committee’s ~~duly~~Financial ~~caused~~Advisor ~~this~~– ~~report~~Financial toAnalyses” beis ~~signed~~hereby onamended ~~its~~as ~~behalf~~follows: ~~by the undersigned hereunto duly authorized.~~

~~Date:~~ a. Replace ~~May~~the 2,second ~~2019~~to last sentence on page 34 of the Proxy Statement with the following:

~~HOMEFED~~Using ~~CORPORATION~~certain /information provided by HomeFed management on each of HomeFed’s existing investments regarding the property type, development/operating ~~Christian~~phase, E.exit ~~Foulger~~horizon ~~Name:~~and ~~Christian~~ownership E.profile, ~~Foulger~~each ~~Title:~~as ~~President~~provided by HomeFed management and publicly available information regarding the financial terms of certain real estate transactions that were deemed to be relevant, Houlihan Lokey performed analyses resulting in an implied value reference range for each of HomeFed’s real estate investments on an unlevered basis.

~~-4-~~ b. Add the following after the first sentence in the first full paragraph on page 35 of the Proxy Statement:

For the Otay Ranch property, Houlihan Lokey used primarily a discounted cash flow analysis approach, using a range of discount rates from 11.00% to 16.00%, which implied a value reference range of $231.9 million to $327.4 million. For the Fanita Ranch property, Houlihan Lokey used a comparable land sales approach, which implied a value reference range of $26.0 million to $39.0 million. For the Ashville property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 10.00% to 13.00%, which implied a value reference range of $10.7 million to $11.0 million. For the Market Common property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 5.75% to 15.00%, which implied a value reference range of $91.6 million to $106.9 million. For the Northeast Point property, Houlihan Lokey used a comparable land sales approach, which implied a value reference range of $3.4 million to $3.8 million. For the San Elijo Hills property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 10.00% to 15.00%, which implied a value reference range of $16.8

million to $17.3 million. For the SweetBay property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 14.00% to 18.00%, which implied a value reference range of $26.7 million to $31.5 million. For the Brooklyn Renaissance Plaza property, Houlihan Lokey used a discounted cash flow analysis approach, using a range of discount rates from 8.50% to 11.50%, which implied a value reference range of $147.2 million to $192.7 million. For the Fulton property, Houlihan Lokey used a cost basis and discounted cash flow analysis approach, using a discount rate of 15.00%, which implied a value reference range of $52.5 million to $61.6 million.

c. Add the following to the end of the second sentence in the first full paragraph on page 35 of the Proxy Statement:

, reflecting estimates of the HomeFed’s weighted average discount rate. The weighted average discount rate was estimated based on real estate transactions deemed relevant, published surveys of land development rates and Houlihan Lokey’s professional judgement and experience.

d. Add the following disclosure at the end of the second sentence of the last paragraph on page 35 of the Proxy Statement:

, derived by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure and a beta for the company among other things, as well as certain financial metrics for the United States financial markets generally.

e. Add the following disclosure on page 36 immediately prior to the subsection entitled “Miscellaneous”:

Certain Financial Observations Related to Jefferies based on Publicly Available Information

Houlihan Lokey reviewed with the special committee certain information derived from publicly available information related to Jefferies common stock including the following:

●

certain historical stock trading information including (i) the volume weighted average price of Jefferies common stock over a one day, ten day, twenty day, thirty day, three month, six month, nine month and one year period as of February 19, 2019 (the date prior to which Jefferies publicly announced its proposal to acquire the shares in HomeFed not owned by it or its affiliates in exchange for Jefferies common stock), (ii) the Closing Stock Price of Jefferies common stock as of April 30, 2019 of $20.57 and (iii) the 52 week high and low prices of Jefferies common stock of $25.07 and $16.20 respectively, each of (i)-(iii) based on publicly available information;

●

certain information relating to the percentage of total shares of Jefferies common stock outstanding, the public float thereof and the average daily trading volume, each based on publicly available information;

●

certain analyst recommendations and observations regarding Jefferies common stock based on publicly available information;

●

a timeline and trading history of Jefferies common stock since March 15, 2016 based on publicly available information; and

●

certain ownership information regarding holders of Jefferies common stock based on publicly available information.

No Offer or Solicitation

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction contemplated by the Merger Agreement. This communication may be deemed to be solicitation material in respect of the proposed transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies filed with the SEC, on May 17, 2019, an amendment to the Registration Statement on Form S-4 that was originally filed on May 9, 2019, which included a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies Common Stock. A definitive proxy statement/prospectus was sent to HomeFed stockholders seeking any required stockholder approval on or about May 21, 2019. Before making any voting or investment decision, investors and HomeFed stockholders are urged to carefully read the entire registration statement and proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they contain important information about the merger and other transactions contemplated by the Merger Agreement. Investors and HomeFed stockholders are able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies and HomeFed through the web site maintained by the SEC at www.sec.gov. In addition, investors and HomeFed stockholders are able to obtain free copies of the registration statement and proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Jefferies at the following contact information:

Jefferies Financial Group Inc.

Attention: Investor Relations

520 Madison Avenue

New York, New York 10022

212-460-1900

www.jefferies.com

Participants in the Solicitation

HomeFed and its directors, executive officers and employees may be considered participants in the solicitation of proxies in respect of the proposed transaction contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of HomeFed in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the final Registration Statement on Form S-4 when it is filed with the SEC. Information regarding HomeFed’s directors and executive officers is contained in HomeFed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed on March 18, 2019 with the SEC, and its proxy statement on Schedule 14A, which was filed on June 28, 2018 with the SEC.

Forward-Looking Statements

Statements contained in this report which are not historical fact constitute “forward-looking statements.” These forward-looking statements include, among others, statements about the benefits of the merger and the expected timing for closing the merger. These statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to: (i) the incurrence of unexpected costs, liabilities or delays relating to the merger; (ii) the failure to satisfy the conditions to the merger; and (iii) the failure to obtain the requisite stockholder approvals under the Merger Agreement. Factors that may affect the future results of HomeFed are set forth in its filings with the SEC, including its recent filing on Form 10-K for the fiscal year ended December 31, 2018. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. HomeFed undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOMEFED CORPORATION

By: /s/ Christian E. Foulger

Name: Christian E. Foulger

Title: President

Date: June 21, 2019

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