8-K
Jefferies Financial Group Inc. (JEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 8, 2021
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-05721 | 13-2615557 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Madison Ave., New York, New York | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-460-1900
(Former name or former address, if changed since last report)
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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, Par Value $1.00 Per Share | JEF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
| Item 7.01. | Regulation FD Disclosure. |
|---|
On October 8, 2021, Jefferies Financial Group Inc. issued a press release (the “Press Release”) announcing the cash tender offer for any and all $750 million outstanding aggregate principal amount of its 5.5% Senior Notes due 2023.
A copy of the Press Release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information provided in this Item 7.01, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Number | Exhibit |
|---|---|
| 99.1 | Press Release, dated October 8, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
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.
| Jefferies Financial Group Inc. | |
|---|---|
| By: | /s/ Michael J. Sharp |
| Name: | Michael J. Sharp |
| Title: | Executive Vice President and General Counsel |
Date: October 8, 2021
Exhibit 99.1
October 8, 2021
Jefferies Financial Group Inc. Announcing Tender Offer For Any And All Of Its $750 Million Outstanding 5.5% Senior Notes Due 2023
Jefferies Financial Group Inc. (NYSE: JEF) ("JFG") today announced that it has commenced a cash tender offer for any and all $750 million outstanding aggregate principal amount of its 5.5% Senior Notes due 2023 (the "Notes"), on the terms and subject to the conditions set forth in the Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the "Offer to Purchase").The tender offer is referred to as the "Tender Offer."
| Title of<br><br> <br> <br>Security(1) | Principal<br><br> <br>Amount<br><br> <br>Outstanding | CUSIP<br><br> <br>Number | Early Tender<br><br> <br>Premium(2) | Reference<br><br> <br>U.S. Treasury<br><br> <br>Security | Bloomberg<br><br> <br>Reference<br><br> <br>Page/Screen | Fixed<br><br> <br>Spread<br><br> <br>(basis<br><br> <br>points) | |||
|---|---|---|---|---|---|---|---|---|---|
| 5.5% Senior Notes due 2023 | $ | 750,000,000 | 527288BE3 | $ | 2.00 | 0.125% UST due July 31, 2023 | FIT | 45 | |
| (1) | The Total Cash Payment will be determined taking into account July 18, 2023. | ||||||||
| --- | --- | ||||||||
| (2) | The Total Cash Payment payable for each $1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase includes the Early Tender<br> Premium. | ||||||||
| --- | --- |
The consideration paid in the Tender Offer for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity of the U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Cash Payment”). Holders of Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on October 22, 2021 (the “Early Tender Date”) and accepted for purchase will receive the Total Cash Payment, which includes the early tender premium as set forth in the table above and in the Offer to Purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Date and on or prior to the Expiration Date will only receive the “Tender Offer Cash Payment,” which is an amount equal to the Total Cash Payment minus the Early Tender Premium. The Total Cash Payment will be determined at 3:00 p.m., New York City time, on October 25, 2021 (the “Price Determination Date”), unless extended.
Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on October 22, 2021 (the “Withdrawal Deadline”) and may not be validly withdrawn thereafter except as provided in the Offer to Purchase or applicable law.
The Tender Offer will expire at 11:59 p.m., New York City time, on November 5, 2021, unless extended by JFG in its sole discretion (the “Expiration Date”).
Payment for Notes purchased will include accrued and unpaid interest from and including the last interest payment date of the Notes up to, but not including, the applicable Payment Date (as defined below) for such Notes accepted for purchase. Provided that the conditions to the Tender Offer have been satisfied or waived, and assuming acceptance for purchase by JFG of the Notes validly tendered pursuant to the Tender Offer, (i) payment for Notes validly tendered at or prior to the Early Tender Date and accepted for purchase in the Tender Offers will be made on the settlement date that is expected to be October 26, 2021, one business day following the Price Determination Date, or as promptly as practicable thereafter (the “Early Payment Date”) and (ii) payment for any Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase in the Tender Offer will be made on the settlement date that is expected to be November 9, 2021, the second business day following the Expiration Date (the “Final Payment Date” and, each of the Early Payment Date and the Final Payment Date, a “Payment Date”).
JFG’s obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to and conditioned on the satisfaction or waiver of the conditions described in the Offer to Purchase. JFG reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) to extend or to terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.
JFG has retained D.F. King & Co., Inc. ("D.F. King") as the tender agent and information agent for the Tender Offer. JFG has retained Jefferies LLC as the dealer manager (the "Dealer Manager") for the Tender Offer.
Holders who would like additional copies of the Offer to Purchase may call or email D.F. King at (800) 290-6426 or jefferies@dfking.com.
Questions regarding the terms of the Offer should be directed to D.F. King at 48 Wall Street, New York, NY 10005, telephone (800) 290-6426 (collect), Attention: Michael Horthman.
This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with applicable securities or blue sky laws.
About Jefferies
Jefferies Financial Group Inc. is a diversified financial services company engaged in investment banking and capital markets, asset management and direct investing. Jefferies Group LLC, our wholly owned subsidiary, is the largest independent, global, full-service investment banking firm headquartered in the U.S. Focused on serving clients for nearly 60 years, Jefferies is a leader in providing insight, expertise and execution to investors, companies, and governments. Our firm provides a full range of investment banking, advisory, sales and trading, research, and wealth management services across all products in the Americas, Europe, and Asia. Jefferies’ Leucadia Asset Management division is a growing alternative asset management platform.
Cautionary Note on Forward-Looking Statements about JFG
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words "should," "expect," "intend," "may," "will," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC.
Contact:
Ryan Coughlin
Jefferies LLC
(212) 284-2368