As filed with the Securities and Exchange Commission on June 4, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES ACT OF 1933
JEFFERIES FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
520 Madison Avenue
York, New York 10022
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michael J. Sharp
Jefferies Financial Group Inc.
520 Madison Avenue
York, New York 10022
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Corey Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
York, New York 10153
Approximate date of commencement of proposed sale of the securities to the public:
From time to time or at one time after the effective
date of this Registration Statement as determined by the Registrant.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in
of the Exchange Act.
Large accelerated filer
Smaller reporting company
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION FEE CHART
Title of Each Class of
Securities to be Registered
Jefferies Financial Group Inc.
selling securityholders may offer and sell shares of our common shares, par value $1.00 per share, and we may offer and sell shares of our preferred shares, par value $1.00 per share, senior and/or subordinated debt securities, warrants, purchase
contracts or units from time to time in amounts, at prices and on terms that will be determined at the time of any such offering. The debt securities may consist of debentures, notes or other types of debt. The purchase contracts may obligate you to
purchase common shares, preferred shares, debt securities or warrants from us or other securities of ours or debt or equity securities of one or more other entities. The units may consist of common shares, preferred shares, debt securities, warrants
or purchase contracts or other securities of ours or debt or equity securities of one or more other entities. The preferred shares, debt securities, warrants, purchase contracts and units may be convertible or exercisable or exchangeable for our
common shares, preferred shares or other securities of ours or debt or equity securities of one or more other entities. Each time our securities are offered, we will provide a prospectus supplement containing more specific information about the
particular offering and attach it to this prospectus. The prospectus may not be used to offer or sell securities without a prospectus supplement which includes a description of the method and terms of the offering.
You should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus, together with the documents
we incorporate by reference, before you invest in our securities.
We and/or selling securityholders may offer and sell these securities
to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will not receive any proceeds of any sale by any selling securityholder. The prospectus supplement will provide the specific
terms of the plan of distribution.
This prospectus may be used in connection with market-making transactions in our common shares,
preferred shares, debt securities, warrants, purchase contracts and units. Unless you are advised otherwise, this prospectus is being used in a market-making transaction. Please see the Plan of Distribution section on page 14 of this
prospectus. Jefferies Financial Group Inc. does not expect to receive any proceeds from market-making transactions. Jefferies Financial Group Inc. does not expect that any affiliate of ours that engages in these transactions will pay any proceeds
from its market-making resales to Jefferies Financial Group Inc.
Our common shares are listed on the New York Stock Exchange, or NYSE,
under the symbol JEF.
Investing in our securities involves risks. Please see the
section on page 6 of this prospectus and in the documents we incorporate by reference for a description of the risks you should consider when evaluating such investment.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
Prospectus is June 4, 2020
The prospectus contained herein relates to all of the following:
the prospectus is delivered to an investor in an initial or a secondary offering described above, the investor will be informed of that fact in the confirmation of sale or in a prospectus supplement. When the prospectus is delivered to an investor
who is not so informed, it is delivered in a market-making transaction.
To the extent required, the information in the prospectus,
including financial information, will be updated at the time of each offering. Upon each such offering, a prospectus supplement to this base prospectus will be filed.
You should rely only on information contained or incorporated by reference in this prospectus, any prospectus supplement
and any free writing prospectus specifying the final terms of a particular offering. We have not authorized anyone to provide you with additional or different information. You should not assume that the information in this prospectus, any prospectus
supplement or any free writing prospectus specifying the final terms of a particular offering is accurate as of any date other than the date on its cover page and that any information we have incorporated by reference is accurate only as of the date
of the document incorporated by reference. We are not making an offer to sell in any jurisdiction in which the offer is not permitted. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of an automatic shelf registration statement on Form
that we filed with
the Securities and Exchange Commission, or the SEC, as a well-known seasoned issuer as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using a shelf registration statement, we and/or selling
securityholders may sell, at any time and from time to time, in one or more offerings, our common shares, preferred shares, debt securities, warrants, purchase contracts or units as described in this prospectus, any accompanying prospectus
supplement or any free writing prospectus. As allowed by SEC rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its
exhibits, the documents incorporated by reference therein and herein as well as any accompanying prospectus supplements and any free writing prospectuses. Statements contained in this prospectus, any accompanying prospectus supplement and any free
writing prospectuses about the provisions or contents of any agreement or other document are not necessarily complete. If the SECs rules and regulations require that an agreement or document be filed as an exhibit to the registration
statement, please see that agreement or document for a complete description of these matters.
You should read this prospectus, any
accompanying prospectus supplement and any free writing prospectus together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred
you to in Where You Can Find More Information. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in this prospectus. The
information in this prospectus, any accompanying prospectus supplement, any free writing prospectus or any document incorporated herein or therein by reference is accurate as of the date contained on the cover of such documents. Neither the delivery
of this prospectus, any accompanying prospectus supplement or any free writing prospectus, nor any sale made under this prospectus, any accompanying prospectus supplement or any free writing prospectus will, under any circumstances, imply that the
information in this prospectus, any accompanying prospectus supplement or any free writing prospectus is correct as of any date after the date of this prospectus, any such accompanying prospectus supplement or any such free writing prospectus, as
the case may be. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus, any earlier prospectus supplements and any earlier free writing prospectuses.
Unless otherwise expressly stated herein or the context otherwise requires, all references in this prospectus to Jefferies,
we, us, our, our company or the company refer to Jefferies Financial Group Inc., a New York corporation, and its direct and indirect subsidiaries.
Some of the statements contained in or incorporated by reference in this prospectus contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may relate, but are not limited, to projections of revenues, income or loss, capital expenditures,
development costs, plans for growth and future operations, competition and regulation, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or quantified. When used in
this prospectus, the words will, could, estimates, expects, anticipates, believes, plans, intends and variations of these words and similar expressions
are intended to identify forward-looking statements that involve risks and uncertainties. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.
The factors that could cause actual results to differ materially from those suggested by any of these statements include, but are not limited
to, those risks and other factors discussed or identified from time to time in our public filings, including without limitation our Annual Report on Form
for the fiscal year ended November 30, 2019
and our Quarterly Report on Form
for the quarterly period ending February 29, 2020, such as the following:
Accordingly, we caution you against relying on forward-looking statements, which are applicable only as of
the date of this prospectus or any incorporated document in which they are contained. We undertake no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this prospectus or
to reflect the occurrence of unanticipated events.
Jefferies is a diversified financial services company engaged in investment banking and capital markets, asset management and direct
investing. Jefferies Group LLC (Jefferies Group), our largest subsidiary, is the largest independent full-service global investment banking firm headquartered in the U.S. Jefferies Group retains a credit rating separate from Jefferies
and remains a U.S. Securities and Exchange Commission (SEC) reporting company.
Our strategy focuses on strengthening and
expanding our core businesses of Investment Banking, Capital Markets and Asset Management, while continuing to simplify our structure and return capital to our shareholders. We are simplifying through a managed transformation of our direct
investing, or Merchant Banking, business, which, during 2018 and 2019, has included the sale of our investments in National Beef Packing Company, LLC (National Beef) and Garcadia, the transfer of some of our financial assets
to Jefferies Group (Berkadia Commercial Mortgage Holding LLC (Berkadia) and Leucadia Asset Management (LAM)) and the special dividend to our shareholders of our investment in Spectrum Brands Holdings, Inc. (Spectrum
Brands). In keeping with our strategy, a meaningful portion of the proceeds of these transactions has been returned to shareholders through share repurchases. During the past two fiscal years, we have returned to shareholders in excess of
$2.4 billion through share repurchases and dividends.
We continuously review acquisitions of businesses, securities and assets that
have the potential for significant long-term value creation, invest in a broad array of businesses, and evaluate the retention and disposition of our existing operations and holdings. Changes in the mix of our businesses and investments should
Our executive offices are located at 520 Madison Avenue, New York, NY 10022, as is the global headquarters of Jefferies
Group. Our primary telephone number is (212)
and our website address is www.jefferies.com. The information contained on our website does not constitute a part of this prospectus.
Please carefully consider the risk factors described in our periodic reports filed with the SEC, which are incorporated by reference in this
prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement or free writing
The use of proceeds will be specified in the applicable prospectus supplement or free writing prospectus. We will not receive any proceeds
from the sale of any securities by selling securityholders.
Jefferies Financial Group Inc. does not expect to receive any proceeds from
market-making transactions. Jefferies Financial Group Inc. does not expect that any affiliate of ours that engages in these market-making transactions will pay any proceeds from its market-making resales to Jefferies Financial Group Inc.
The rights of Jefferies shareholders are governed by the Business Corporation Law of the State of New York, or NYBCL, and the Restated
Certificate of Incorporation of Jefferies and Jefferiess Amended and Restated
The following description of our common shares does not purport to be complete and is subject in all respects to
applicable New York law and is qualified by reference to the provisions of our Restated Certificate of Incorporation and our Amended and Restated
Copies of our Restated Certificate of Incorporation
and Amended and Restated
will be sent to shareholders upon request. See Where You Can Find More Information.
Pursuant to the Companys Restated Certificate of Incorporation (the Certificate of Incorporation) the Company is authorized
to issue 606,000,000 shares, which consist of 600,000,000 shares of our common shares (the Common Shares) and 6,000,000 preferred shares (the Preferred Shares), par value $1.00 per share.
As of June 3, 2020, Jefferies has outstanding 267,111,111 Common Shares and a series of 3.25% Cumulative Convertible Preferred Shares
($125.0 million mandatory redemption value) that are convertible into 4,440,863 common shares at an effective conversion price of $28.15 per share.
to the rights of the holders of any of our Preferred Shares that may be outstanding, holders of our Common Shares are entitled to receive dividends as may be declared by the Companys board of directors out of funds legally available to pay
Each holder of our Common Shares is entitled to one vote for each share held of record on the applicable record date for all matters submitted
to a vote of the Companys shareholders.
No Preemptive, Conversion or Redemption Rights; No Sinking Fund Provisions
Holders of our Common Shares have no preemptive rights to purchase or subscribe for any shares or other securities, and there are no conversion
rights or redemption, purchase, retirement or sinking fund provisions with respect to our Common Shares.
In the event of any liquidation, dissolution or other
of Jefferies, whether voluntary or
involuntary, and after the holders of the Preferred Shares shall have been paid in full the amounts to which they respectively shall be entitled, or an amount sufficient to pay the aggregate amount to which such holders will be entitled have been
deposited in trust with a bank or trustee having its principal office in the Borough of Manhattan, City, County and State of New York, having a capital, undivided profits and surplus aggregating at least $50,000,000, for the benefit of the holders
of the Preferred Shares, the remaining net assets of Jefferies shall be distributed pro rata to the holders of the Common Shares.
Shares are currently listed on the NYSE under the symbol JEF.
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for the Common Shares.
. In order to protect our net operating losses (NOLs) and other tax attributes, our Common Shares are subject to
certain transfer restrictions contained in the Certificate of Incorporation. The transfer restrictions generally impose restrictions on the transfer of our Common Shares to designated persons and the issuance of our Common Shares to certain target
shareholders in connection with acquisition transactions.
Tax Law Limitations
. The benefit of a companys existing tax loss
and credit carryovers, as well as the benefit of
losses, can be reduced or eliminated under Section 382 of the Internal Revenue Code of 1986, as amended (the Code). Section 382
limits the use of losses and other tax benefits by a company that has undergone an ownership change, as defined in Section 382 of the Code. Generally, an ownership change occurs if one or more shareholders, each of whom
owns 5% or more in value of a companys capital stock, increase their aggregate percentage ownership by more than 50 percentage points over the lowest percentage of stock owned by such shareholders over the preceding three-year period. For this
purpose, all holders who each own less than 5% of a companys capital stock are generally treated together as one 5% shareholder. In addition, certain attribution rules, which generally attribute ownership of stock to the ultimate beneficial
owner thereof without regard to ownership by nominees, trusts, corporations, partnerships or other entities and also attribute ownership between and among certain family members, are applied in determining the level of stock ownership of a
particular shareholder. Options (including warrants and other rights) to acquire capital stock may be treated as if they had been exercised, on an
basis, if the issuance, transfer or structuring of the option meets certain tests. All percentage determinations are based on the fair market value of a companys capital stock, including any Preferred Shares that are voting or convertible (or
that otherwise participate in corporate growth).
If an ownership change were to occur in respect of the company or any of its
subsidiaries or subsidiary groups, the amount of taxable income in any year (or portion of a year) subsequent to the ownership change that could be offset by NOLs or other tax attributes existing (or
prior to such ownership change could not exceed an amount equal to the product obtained by multiplying (1) the aggregate value of the company, the subsidiary or the
subsidiary group that underwent the ownership change by (2) the federal long-term tax exempt rate. Because the aggregate value of the company or any of its subsidiaries, as well as the federal long-term
rate, fluctuate, it is impossible to predict with any accuracy the annual limitation upon the amount of taxable income that could be offset by such NOLs or other tax attributes (and
losses) were an ownership change to occur in the future. However, if such limitation were to exceed the taxable income against which it otherwise would be applied for any year
following an ownership change, the limitation for the ensuing year would be increased by the amount of such excess.
Description of Transfer Restrictions
. The Certificate of Incorporation generally restricts until December 31, 2024 (or earlier, in
certain events) any (1) attempted transfer of our Common Shares or any other securities that would be treated as our stock under the applicable tax regulations (referred to as Jefferies Shares) or (2) issuance of
Jefferies Shares by us to a target shareholder in connection with an acquisition transaction (referred to as an acquisition issuance) if any person or group of persons would become a 5% shareholder under the tax regulations
or would be treated as owning 5% or more of our Common Shares as a result of such transfer or issuance. The transfer restrictions also restrict any attempted transfer or acquisition issuance of Jefferies Shares if such attempted transfer or
acquisition issuance would increase the ownership percentage, as determined under applicable tax regulations, of any person or group of persons who is a 5% shareholder or is otherwise treated as owning 5% or more of our Common Shares.
This would include, among other things, an attempted acquisition of Jefferies Shares from an existing 5% shareholder. For these purposes, numerous rules of
attribution, aggregation and calculation prescribed under the Code will be applied in determining whether the 5% thresholds have been met and whether a group exists. The transfer restrictions may
also apply to proscribe the creation or transfer of certain options, which are broadly defined, in respect of the Jefferies Shares.
The transfer restrictions restrict a shareholders ability to acquire additional Jefferies Shares in excess of the specified limitations.
Furthermore, in the case of certain large shareholders, the ability to dispose of Jefferies Shares currently held, or any other Jefferies Shares which the shareholder may acquire, may be restricted as a result of the transfer restrictions.
Generally, the restriction is imposed only with respect to the number of Jefferies Shares, or options with respect to Jefferies Shares
(referred to as Excess Shares), purportedly transferred or otherwise deliverable in an acquisition issuance in excess of the thresholds established in the transfer restrictions. In any event, the restriction does not prevent a valid
transfer if either the transferor or the purported transferee, in the case of a transfer, or the company or the applicable target shareholder, in the case of an acquisition issuance, obtains the approval of Jefferiess board of directors.
Except for acquisition issuances, acquisitions of Jefferies Shares directly from us, whether by way of option exercise or otherwise, are not
subject to the transfer restrictions. Consequently, persons or entities that are able to acquire Jefferies Shares directly from us, other than in an acquisition issuance, including our employees, officers and directors, may do so without application
of the transfer restrictions, irrespective of the number of Jefferies Shares they are acquiring. As a result, those persons or entities dealing directly with us may be seen to receive an advantage over persons or entities that are not able to
acquire Jefferies Shares directly from us and, therefore, are restricted by the terms of the transfer restrictions. It should be noted, however, that any direct acquisitions of Jefferies Shares from us first requires board approval and, in granting
such approval, the board will review the implications of any such issuance for our NOLs and other tax attributes.
of directors has the discretion to approve a transfer or acquisition issuance of Jefferies Shares that would otherwise violate the transfer restrictions. Nonetheless, if the board of directors decides to permit a transfer or acquisition issuance
that would otherwise violate the transfer restrictions, that transfer or acquisition issuance could, under the tax rules, be aggregated with other transfers or acquisition issuances and could result in an ownership change that would
limit the use of our tax attributes. The board of directors intends to consider any attempted transfer or acquisition issuance individually and determine at the time whether it is in the best interest of our company, after consideration of any
factors that the board deems relevant, to permit the transfer or acquisition issuance notwithstanding that an ownership change may occur.
The Certificate of Incorporation further provides that all certificates representing Jefferies Shares bear the following legend:
THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO PART III OF ARTICLE FOURTH OF THE CERTIFICATE
OF INCORPORATION OF JEFFERIES FINANCIAL GROUP INC. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.
In accordance with
the transfer restrictions, we will not permit any of our employees or agents, including the transfer agent, to record any transfer or acquisition issuance of Excess Shares. As a result, requested transfers of Jefferies Shares may be delayed or
The Certificate of Incorporation provides that any transfer or acquisition issuance attempted in violation of the restrictions
shall be void
, even if the transfer or acquisition issuance has been recorded by the transfer agent and new certificates issued. The purported transferee or purported holder of the Jefferies Shares is not entitled to any rights of a
shareholder with respect to the Excess Shares, including the right to vote the Excess Shares, or to receive dividends or distributions in liquidation in respect thereof, if any.
If an acquisition issuance would result in the delivery of Excess Shares to a target
shareholder, the company is required to deliver the Excess Shares to an agent designated by Jefferiess board of directors instead of the target shareholder who would otherwise receive the Excess Shares in connection with the acquisition
issuance. Similarly, if Jefferiess board of directors determines that a purported transfer or acquisition issuance has violated the transfer restrictions, we will require the purported transferee or purported holder to surrender the Excess
Shares, and any dividends the purported transferee or purported holder has received on the Excess Shares, to an agent designated by Jefferiess board of directors. In each case, the agent will then sell the Excess Shares in one or more
transactions, executed on the New York Stock Exchange, if possible, to a buyer or buyers, which may include us; provided that nothing will require the agent to sell the Excess Shares within any
specific time frame if, in the agents discretion, the sale would disrupt the market for the Jefferies Shares or have an adverse effect on the value of the Jefferies Shares. If the purported transferee or purported holder has sold the Excess
Shares before receiving our demand to surrender the Excess Shares, the purported transferee or purported holder generally will be required to transfer to the agent the proceeds of the sale and any distributions the purported transferee or purported
holder has received on the Excess Shares. From any net sales proceeds or amounts received from a purported transferee or purported holder, which in certain circumstances may be reduced by the agents expenses, the agent will reimburse the
purported transferee or purported holder for the price paid for the Excess Shares or the fair market value of the Excess Shares as of the close of the day prior to the acquisition issuance or the attempted transfer to the purported transferee by
gift, inheritance or similar transfer. Any remaining proceeds will then be paid to one or more charities selected by the Companys board of directors.
The transfer restrictions and related provisions contained in the Companys Amended and Restated
may be deemed to have an anti-takeover effect because they restrict the ability of a person or entity, or group of persons
or entities, to accumulate in the aggregate 5% or more of the total value of the Jefferies Shares or 5% or more of our Common Shares and the ability of persons, entities or groups whose ownership of Jefferies Shares meets either of these thresholds
to acquire additional Jefferies Shares. The transfer restrictions discourage or prohibit accumulations of substantial blocks of shares for which shareholders might receive a premium above market value.
Notwithstanding the restrictions, however, there remains a risk that certain changes in relationships among shareholders or other events will
cause a change of ownership to occur under Section 382 of the Code. Further, there can be no assurance, in the event transfers or acquisition issuances in violation of the transfer restrictions are attempted, that the Internal Revenue Service
will not assert that those transfers or acquisition issuances have federal income tax significance notwithstanding the transfer restrictions. As a result, the transfer restrictions serve to reduce, but not necessarily eliminate, the risk that
Section 382 of the Code will cause the limitations described above on the use of our tax attributes.
The determination of 5%
shareholder status is based upon a holders percentage ownership, taking into account certain rules of attribution, of the total value of the aggregate outstanding Jefferies Shares or our Common Shares. Future changes in the capitalization of
the Company may affect who will be deemed a 5% shareholder, thereby affecting the applicability of the transfer restrictions to future transfers or acquisition issuances of Jefferies Shares.
Holders are advised to carefully monitor their ownership of our Common Shares (and any securities of Jefferies that may constitute Jefferies
Shares for purposes of the transfer restrictions) and should consult their own legal advisors and/or the Company to determine whether their ownership approaches the prohibited level.
We will set forth in the applicable prospectus supplement and any free writing prospectus a description of any debt securities, warrants,
purchase contracts or units that may be offered pursuant to this prospectus.
If you purchase any of the securities described in this
prospectus, any prospectus supplement or any free writing prospectus in a market-making transaction, you will receive information about the price you pay and your trade and settlement dates in a separate confirmation of sale. A market-making
transaction is one in which Jefferies LLC, our broker-dealer subsidiary, or one of our other affiliates resells a security that it has previously acquired from another holder. A market-making transaction in a particular security occurs after the
original issuance and sale of the security.
Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a free writing prospectus, in a
post-effective amendment to the registration statement of which this prospectus forms a part or in filings we make with the SEC under the Exchange Act that are incorporated by reference.
The securities being offered by this prospectus may be sold by us or by a selling securityholder:
The distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions on
the NYSE or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market
prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of
discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on
resale of the securities may be deemed to be underwriting discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement and
any free writing prospectus any agent involved in the offer or sale of the securities. Unless otherwise indicated in the prospectus supplement or any free writing prospectus, any agent will be acting on a best efforts basis for the period of its
appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to
the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting
agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement or free writing prospectus will set forth the managing underwriter or underwriters, as well as any
other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if
applicable. The prospectus and the applicable prospectus supplement and free writing prospectus will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities, we, a selling securityholder, or an underwriter will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of
We or a selling securityholder may directly solicit offers to purchase the securities and we or a selling
securityholder may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities.
To the extent required, the prospectus supplement or free writing prospectus will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified
liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement or free writing prospectus will describe
the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries in the ordinary course
Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through
registered or licensed brokers or dealers.
Any person participating in the distribution of common shares registered under the
registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales
of any of our common shares by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common shares to engage in market-making activities with respect to our common shares. These
restrictions may affect the marketability of our common shares and the ability of any person or entity to engage in market-making activities with respect to our common shares.
Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities will occur, they will be described in the applicable prospectus supplement.
Jefferies LLC, our broker-dealer subsidiary, and certain other of our affiliates, are, or may be from time to time, members of the Financial
Industry Regulatory Authority, Inc. (FINRA) and may participate in distributions of the offered securities. Accordingly, offerings of securities in which Jefferies LLC, or our other affiliates, participate will conform to the requirements set forth
in FINRA Rule 5121. Furthermore, any underwriters offering the securities will not confirm sales to any accounts over which they exercise discretionary authority without the prior approval of the customer.
This prospectus may be used by Jefferies LLC (or our other affiliates) in connection with offers and sales of the securities in market-making
transactions (and offers and sales of any other securities covered by this prospectus, including securities issued under previous registration statements, and underlying such securities that are incidental to such market-making activity). In a
market-making transaction, Jefferies LLC (or our other affiliates) may resell a security it acquires from other holders, after the original offering and sale of the security. Resales of this kind may occur in the open market or may be privately
negotiated at prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, Jefferies LLC (or our other affiliates) may act as principal or agent, including as agent for the counterparty in a transaction
in which Jefferies LLC (or our other affiliates) acts as principal, or as agent for both counterparties in a transaction in which Jefferies LLC (or our other affiliates) does not act as principal. Jefferies LLC (or our other affiliates) may receive
compensation in the form of discounts and commissions, including from both counterparties in some cases. Other affiliates of Jefferies LLC (or our other affiliates) may also engage in transactions of this kind and may use this prospectus for this
Jefferies Financial Group Inc. does not expect to receive any proceeds from market-making transactions. Jefferies Financial
Group Inc. does not expect that Jefferies LLC or any other affiliate that engages in these transactions will pay any proceeds from its market-making resales to Jefferies Financial Group Inc.
Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided to the
purchaser in a separate confirmation of sale.
Unless you are advised otherwise, this prospectus is being used in a market-making
The validity of the securities offered hereby will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.
The financial statements incorporated by reference, and the effectiveness of Jefferies Financial Group, Inc.s internal control over
financial reporting incorporated by reference from the 8-K filled on June 3, 2020 and the financial statement schedules incorporated by reference from the Companys Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the financial statements and includes an emphasis of matter paragraph
referring to the change in fiscal year from December 31 to November 30 and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such financial statements and financial statement schedules
have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
consolidated financial statements of Jefferies Finance LLC and its subsidiaries as of November 30, 2019 and for the year then ended, incorporated in this prospectus by reference to the Annual Report on Form 10-K of Jefferies
Financial Group Inc. for the year ended November 30, 2019, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements
have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of National Beef Packing Company, LLC and its
subsidiaries as of December 28, 2019 and December 29, 2018 and for the fiscal years then ended, incorporated in this prospectus by reference to Amendment No. 1 to the Annual Report on Form 10-K/A of Jefferies Financial Group
Inc. for the year ended November 30, 2019, have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and
The consolidated financial statements of National Beef Packing Company, LLC and its subsidiaries for the fiscal year ended
December 31, 2017, incorporated in this prospectus by reference to Amendment No. 1 to the Annual Report on Form 10-K/A of Jefferies Financial Group Inc. for the year ended November 30, 2019, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The financial statements of Berkadia Commercial Mortgage Holding LLC as of December 31, 2019 and for
the year then ended, incorporated in this prospectus by reference to Amendment No. 1 to the Annual Report on Form 10-K/A of Jefferies Financial Group Inc. for the year ended November 30, 2019, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are also available to the public on the SECs Internet site at www.sec.gov. Our SEC filings can also be found on our website at www.jefferies.com. However, except for our filings with the SEC that are incorporated by reference into this
prospectus, the information on or accessible through our website is not a part of this prospectus.
In addition, you may obtain a copy of
our SEC filings at no cost by writing or telephoning us at:
Jefferies Financial Group Inc.
520 Madison Avenue
New York, New
Attention: Corporate Secretary
The SEC allows us to incorporate by reference information that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. This prospectus and the information that we file later with the SEC may update and supersede the information
we incorporate by reference. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; provided, however, that we are not incorporating, in each
case, documents or information deemed to have been furnished and not filed in accordance with SEC rules:
You may also request a copy of these filings at no cost by writing or telephoning us at the address indicated above. We will not send exhibits
to our filings, however, unless we specifically have incorporated those exhibits by reference in this prospectus or an accompanying prospectus supplement or a document incorporated in this prospectus or an accompanying prospectus supplement.
Jefferies Financial Group Inc.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The table below itemizes the expenses payable by Jefferies Financial Group Inc. (the Registrant) in connection with the
registration and issuance of the securities being registered hereunder. The Registrant will bear all expenses of this offering. All amounts shown are estimates, except for the SEC registration fee.
Item 15. Indemnification of Directors and Officers.
The Registrant is a New York corporation. Section 721 of the New York Business Corporation Law (the Business Corporation Law)
provides that indemnification arrangements can be established for directors and officers, by contract,
charter provision, action of shareholders or board of directors, on terms other than those
specifically provided by Article 7 of the Business Corporation Law, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not
legally entitled. The Registrants Amended and Restated
provides for the indemnification, to the full extent authorized by law, of any person made or threatened to be made a party in any civil or
criminal action or proceeding by reason of the fact that he, his testator or intestate is or was a director or officer of the Registrant.
Sections 722 through 725 of the Business Corporation Law provide that a corporation may indemnify, with certain limitations and exceptions, a
director or officer as follows: (1) in an action or proceeding (other than one by or in the right of any other corporation of any type or kind) against his reasonable expenses, including attorneys fees but excluding certain settlement
costs, actually and necessarily incurred by him in connection with the defense thereof, or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or in the case of service for
another corporation, not opposed to) the best interests of the corporation; and (2) in an action by or in the right of the corporation to procure a judgment in its favor, against judgments, fines, settlement payments and reasonable expenses,
including attorneys fees, incurred as a result thereof, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other corporation, not
opposed to) the best interests of the corporation and, in criminal actions and proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. Such indemnification is a matter of right where the director or officer has
been successful on the merits or otherwise, and otherwise may be granted upon corporate authorization or court award as provided in the statute.
Section 726 of the Business Corporation Law provides that a corporation may obtain insurance to indemnify itself and its directors and
officers. The Registrant maintains an insurance policy providing both directors and officers liability coverage.
Article Eighth of the Registrants Restated Certificate of Incorporation contains a
charter provision eliminating or limiting director liability for monetary damages arising from breaches of fiduciary duty, subject only to certain limitations imposed by statute.
Item 16. Exhibits.
The following exhibits are being
furnished herewith or incorporated by reference herein:
Restated Certificate of Incorporation of Jefferies Financial Group Inc. (previously filed as Exhibit 3.1 to the Companys Form
filed on August 1, 2018).**
Amended and Restated
of Jefferies Financial Group Inc. (effective May
23, 2018) (filed as Exhibit 3.2 to the Companys Form
filed on August 1, 2018). **
Indenture, dated as of October
18, 2013, between Leucadia National Corporation and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.1 to the Registrants Current Report on Form
filed on October
Opinion of Weil, Gotshal & Manges LLP.
Consent of Deloitte & Touche LLP.
Consent of Deloitte & Touche LLP.
Consent of Grant Thornton LLP.
Consent of Deloitte & Touche LLP.
Consent of PricewaterhouseCoopers LLP.
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
Power of Attorney (contained on signature page).
statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon as Trustee with respect to the indenture, dated as
of October 18, 2013.
Item 17. Undertakings.
undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
, that no
statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(7) To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post effective amendment will be filed to set forth the terms of such offering.
(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(9) To file an application for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 4th day of June, 2020.
JEFFERIES FINANCIAL GROUP INC.
/s/ Teresa S. Gendron
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Dalton, Teresa S. Gendron
and Laura Ulbrandt DiPierro, and each of them, as his or her true and lawful
and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement on Form
and to file the
same with the Securities and Exchange Commission, granting unto said
and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons on
behalf of Jefferies Financial Group Inc. and in the capacities and on the dates indicated.
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
June 4, 2020
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following: