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 25, 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 25, 2021, Jefferies Financial Group Inc. issued a press release (the “Press Release”) regarding the early results of the previously announced cash tender offer (the “Tender Offer”) to purchase 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 25, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 25, 2021
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Exhibit 99.1
Jefferies Financial Group Inc. Announces the Early Results
of its Tender Offer for Certain Outstanding Senior Notes
October 25, 2021
Jefferies Financial Group Inc. (NYSE:JEF) (“JFG”) today announced the early results of the previously announced cash tender offer (the “Tender Offer”) to purchase any and all $750 million outstanding aggregate principal amount of its 5.5% Senior Notes due 2023 (the “Notes”). Approximately $301.6 million in aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on October 22, 2021, the early tender date for the Tender Offer (the “Early Tender Date”). The terms of the Tender Offer are described in the Offer to Purchase, dated October 8, 2021 (the “Offer to Purchase”).
The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Date, as were reported by D.F. King, the tender agent:
| Title of Security | Principal Amount Outstanding | CUSIP Number | Principal Amount Tendered | ||
|---|---|---|---|---|---|
| 5.5% Senior Notes due 2023 | $ | 750,000,000 | 527288BE3 | $ | 301,624,000 |
JFG’s obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in JFG’s discretion, of certain conditions, which are more fully described in the Offer to Purchase.
The consideration paid in the Tender Offer for Notes validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase (the “Total Cash Payment”). Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase are eligible to receive the applicable Total Cash Payment, which includes an early tender premium of $2.00 per $1,000 principal amount of the Notes accepted for purchase (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”). JFG will issue a press release after the Total Cash Payment is determined to announce the Total Cash Payment payable in connection with the Tender Offer.
Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date for the Notes up to, but not including, the applicable payment date for Notes accepted for purchase. The payment date for the Notes accepted for purchase in connection with the Early Tender Date is expected to be October 26, 2021, the first business day following the Price Determination Date. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on October 22, 2021. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by JFG).
The Tender Offer will expire at 11:59 p.m., New York City time, on November 5, 2021 (the “Expiration Date”), unless extended or earlier terminated by JFG. 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.
Jefferies LLC is acting as the dealer manager for the Tender Offer. The tender agent and information agent is D.F. King. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King by telephone at (800) 290-6426 or via email at jefferies@dfking. 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