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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 11, 2024


Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)


New York
 001-05721
 13-2615557
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

520 Madison Ave., New York, New York
10022
(Address of principal executive offices) 

(Zip Code)
 
Registrant’s telephone number, including area code: 212-284-2300

(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
on which registered
Common Shares, par value $1 per share
  
 JEF
New York Stock Exchange
4.850% Senior Notes Due 2027
  
 JEF 27A
New York Stock Exchange
5.875% Senior Notes Due 2028
  JEF 28
New York Stock Exchange
2.750% Senior Notes Due 2032
   JEF 32A
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 8.01.
Other Events.

On April 11, 2024, Jefferies Financial Group Inc. issued a press release (the “Euro Pricing Press Release”) announcing the pricing of its unregistered offerings of (i) €750,000,000 aggregate principal amount of 3.875% Fixed Rate Senior Unsecured Notes due 2026 and (ii) €500,000,000 aggregate principal amount of 4.000% Fixed Rate Senior Unsecured Notes due 2029. A copy of the Euro Pricing Press Release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On April 11, 2024, Jefferies Financial Group Inc. issued a press release (the “U.S. Pricing Press Release”) announcing the pricing of its public offering of $1,500,000,000 aggregate principal amount of 6.200% Senior Notes due 2034. A copy of the U.S. Pricing Press Release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits.

Number
Exhibit
   
99.1
 Euro Pricing Press Release, dated April 11, 2024
   
U.S. Pricing Press Release, dated April 11, 2024
   
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.

Date: April 11, 2024 JEFFERIES FINANCIAL GROUP INC.


  /s/ Michael J. Sharp

Michael J. Sharp

Executive Vice President and General Counsel


3
EX-99.1 2 ef20026479_ex99-1.htm DEAL 361 - EURO PRICING PRESS RELEASE
Exhibit 99.1

FOR IMMEDIATE RELEASE
April 11, 2024
Jefferies Financial Group Inc. Announces Pricing of €750,000,000 3.875% Fixed Rate Senior Unsecured Notes Due 2026 and €500,000,000 4.000% Fixed Rate Senior Unsecured Notes Due 2029
New York, New York — On April 9, 2024, Jefferies Financial Group Inc. (NYSE: JEF) (“JFG”, “we” or “our”) priced €750,000,000 aggregate principal amount of 3.875% Fixed Rate Senior Unsecured Notes Due 2026 (the “2026 Notes”) and €500,000,000 aggregate principal amount of 4.000% Fixed Rate Senior Unsecured Notes Due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”), each under its Euro Medium Term Note Program. The 2026 Notes will mature on April 16, 2026 and the 2029 Notes will mature on April 16, 2029. The offering of the Notes is expected to settle on April 16, 2024, subject to the satisfaction of customary closing conditions. JFG intends to use the net proceeds from the offering of the Notes for general corporate purposes.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes.

About Jefferies Financial Group Inc.
JFG is a leading, global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research and wealth management services. With more than 40 offices around the world, we offer insights and expertise to investors, companies and governments.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements about our future and statements that are not historical facts. These forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “may,” “intend,” “outlook,” “will,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks and uncertainties, which will change over time. Forward-looking statements may contain beliefs, goals, intentions and expectations regarding revenues, earnings, operations, arrangements 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 speak only as of the date they are made; we do not assume any duty, and do not undertake, to update any forward‐looking statements. Furthermore, because forward‐looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain, the actual results or outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results or outcomes 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. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

For inquiries, please contact:
Jonathan Freedman
Head of Marketing and Communications
Jefferies Financial Group Inc.
mediacontact@jefferies.com

EX-99.2 3 ef20026479_ex99-2.htm DEAL 361 - U.S. PRICING PRESS RELEASE
Exhibit 99.2

FOR IMMEDIATE RELEASE

April 11, 2024

Jefferies Financial Group Inc. Announces Pricing of $1,500,000,000 6.200% Senior Notes Due 2034

New York, New York — Jefferies Financial Group Inc. (NYSE: JEF) (“JFG”, “we” or “our”) today announced the pricing of its public offering of $1.5 billion aggregate principal amount of 6.200% Senior Notes due 2034 (the “Notes”) with an effective yield of 6.222%, maturing April 14, 2034. The offering is expected to settle on April 16, 2024, subject to the satisfaction of customary closing conditions.

JFG intends to use the net proceeds of the offering for general corporate purposes. Jefferies LLC served as sole global co-ordinator and joint book-runner for the offering of the Notes, SMBC Nikko Securities America, Inc. served as joint book-runner, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. served as senior co-managers, and AmeriVet Securities, Inc., Huntington Securities, Inc., M&T Securities, Inc. and U.S. Bancorp Investments, Inc. served as co-managers.

The offering of the Notes is being made pursuant to an effective shelf registration statement, base prospectus and related prospectus supplement. Copies of the prospectus supplement and the base prospectus, when available, may be obtained by contacting Jefferies LLC at toll-free (877) 877-0696, or by email at DCMProspectuses@jefferies.com; or SMBC Nikko Securities America, Inc. at toll-free (888) 868-6856, or by email at prospectus@smbcnikko-si.com. Investors may also obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission's (“SEC”) website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.


About Jefferies Financial Group Inc.

JFG is a leading, global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research and wealth management services. With more than 40 offices around the world, we offer insights and expertise to investors, companies and governments.



Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements about our future and statements that are not historical facts. These forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “may,” “intend,” “outlook,” “will,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks and uncertainties, which will change over time. Forward-looking statements may contain beliefs, goals, intentions and expectations regarding revenues, earnings, operations, arrangements 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 speak only as of the date they are made; we do not assume any duty, and do not undertake, to update any forward‐looking statements. Furthermore, because forward‐looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain, the actual results or outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results or outcomes 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. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).



For inquiries, please contact:

Jonathan Freedman
Head of Marketing and Communications
Jefferies Financial Group Inc.
mediacontact@jefferies.com