mm09-0514_8ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2014

HOMEFED CORPORATION.

(Exact name of registrant as specified in its charter)

Delaware	001-10153	33-0304982
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1903 Wright Place, Suite 220

Carlsbad, CA 92008

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (760) 918-8200

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications 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 pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

This Amendment No. 1 amends the Current Report on Form 8-K filed by HomeFed Corporation (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2014 (the “Original 8-K”).

Item 1.01 Entry into a Material Definitive Agreement.

On August 29, 2014, the Company entered into a letter agreement (the “Letter Agreement”) to amend the Purchase Agreement (the “Purchase Agreement”) dated February 28, 2014 with Leucadia National Corporation and certain of its subsidiaries solely to extend the Second Closing Termination Date (as defined in the Purchase Agreement) from August 31, 2014 to September 30, 2014. The Letter Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

Reference to, and the description of, the Purchase Agreement as set forth herein is not intended to be complete and is qualified in its entirety by the full text of the agreement, which was previously filed as Exhibit 2.1 to the Original 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Description

2.1	Letter Agreement, dated August 29, 2014, by and among HomeFed Corporation, Leucadia National Corporation and certain subsidiaries of Leucadia National Corporation.

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, thereunto duly authorized.

	HOMEFED CORPORATION


Dated: September 5, 2014	/s/ Roland T. Kelly
	Name:	Roland T. Kelly
	Title:	Corporate Secretary

EXHIBIT INDEX

Number Description

2.1	Letter Agreement, dated August 29, 2014, by and among HomeFed Corporation, Leucadia National Corporation and certain subsidiaries of Leucadia National Corporation.

mm09-0514_8kae21.htm

EXHIBIT 2.1

Leucadia National Corporation

520 Madison Avenue

New York, New York 10022

August 29, 2014

HomeFed Corporation

1903 Wright Pl # 220

Carlsbad, CA 92008-6584

Attention: Paul Borden

Ladies and Gentlemen:

Reference is made to that certain Purchase Agreement (“Purchase Agreement”) dated as of February 28, 2014 by and among HomeFed Corporation, a Delaware corporation, Leucadia National Corporation, a New York corporation (the “Company”), and the following direct and indirect subsidiaries of the Company: Baldwin Enterprises, Inc., a Colorado corporation, Maine Isles, LLC, a Delaware limited liability company, Rockport Properties, LLC, a Delaware limited liability company, Glen Cove TND, LLC, a Delaware limited liability company, LUK-REN, Inc., a New York corporation, LUK-Myrtle Beach, LLC, a Delaware limited liability company, Leucadia Financial Corporation, a Utah corporation and Leucadia LLC, a Delaware limited liability company. The parties to this letter agreement (this “Letter Agreement”) desire to amend the Purchase Agreement, pursuant to Section 10.5 thereof, in the manner set forth in this Letter Agreement. Capitalized terms not otherwise defined in this Letter Agreement shall have the meaning assigned thereto in the Purchase Agreement.

The parties hereby amend the Purchase Agreement as follows:

1.	Section 2.1(b) of the Purchase Agreement is amended and restated in its entirety to read as follows:

“(b) The separate closing of the sale and purchase of the Delayed Equity Interests, if required under the terms of this Agreement (the “Second Closing”), will occur at the offices of Cooley LLP in San Diego, California, commencing at 9:00 a.m. local time on the second (2nd) Business Day following the receipt of the Consent set forth on Schedule 2.1(b) or such other date as the Parties mutually determine (the “Second Closing Date”); provided, that if the Second Closing does not occur on or before September 30, 2014 (the “Second Closing Termination Date”), then the provisions in this Agreement relating to the Second Closing (other than Section 2.2(g) and Section 2.3(f)) shall terminate and shall no longer be of any force or effect and no Party shall be required to consummate the Second Closing following the Second Closing Termination Date. The Second Closing will be effective as of 12:01 a.m. Pacific Time on the Second Closing Date.”

For the avoidance of doubt, the definition of “Second Closing Termination Date”, as amended by this Letter Agreement, shall apply to any and all instances where such term is used

in the Purchase Agreement. Other than as set forth herein, the Purchase Agreement shall remain in full force and effect and from and after the date hereof all references to the Purchase Agreement shall be the Purchase Agreement, as amended by this Letter Agreement.

This Letter Agreement will be governed and construed in accordance with the internal laws of the State of Delaware. This Letter Agreement may be executed by facsimile or electronic (.pdf) delivery of original signatures, and in counterparts, each of which shall be considered one and the same agreement, and shall become effective when such counterparts have been signed by each party and delivered, including by facsimile or other electronic means, to the other party.

* * * * *

			Sincerely,

			LEUCADIA NATIONAL CORPORATION


			/s/ Joseph A. Orlando
			Name:	Joseph A. Orlando
			Title:	Vice President and Chief Financial Officer

Agreed and acknowledged: HOMEFED CORPORATION

/s/ Paul J. Borden
Name:	Paul J. Borden
Title:	President and CEO

BALDWIN ENTERPRISES, INC.

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	President

MAINE ISLES, LLC

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	President

ROCKPORT PROPERTIES, LLC

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	President

[SIGNATURE PAGE TO LETTER AGREEMENT]

GLEN COVE TND, LLC

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	President

LUK-REN, INC.

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President

LUK-MYRTLE BEACH, LLC

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	President

LEUCADIA FINANCIAL CORPORATION

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President

LEUCADIA LLC

/s/ Joseph A. Orlando
Name:	Joseph A. Orlando
Title:	Vice President and Chief Financial Officer

[SIGNATURE PAGE TO LETTER AGREEMENT]