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):
February 15, 2023
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-05721 | 13-2615557 | ||
| (State of other jurisdiction of incorporation or organization) |
(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: 212-460-1900
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 (see General Instruction A.2, below):
| ☐ | 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 Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, Par Value $1.00 Per Share | JEF | New York Stock Exchange | ||
| 4.850% Senior Notes Due 2027 | JEF 27A | 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 February 15, 2023, Jefferies Financial Group Inc. (“Jefferies”) and Massachusetts Mutual Life Insurance Company (“MassMutual”) announced in a press release that MassMutual has converted 125,000 3.25% Series A Cumulative Convertible Preferred Shares of Jefferies into 4,654,362 shares of Jefferies common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d)
| Exhibit |
Description | |
| 99.1 | February 15, 2023 – Jefferies and MassMutual Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 15, 2023 | JEFFERIES FINANCIAL GROUP INC. | |||||
| /s/ Michael J. Sharp | ||||||
| Michael J. Sharp | ||||||
| Executive Vice President and General Counsel | ||||||
Exhibit 99.1
Jefferies and MassMutual Announce Conversion of Preferred Shares
New York, NY, and Springfield, MA, February 15, 2023 – Jefferies Financial Group Inc. (“Jefferies”) (NYSE: JEF) and Massachusetts Mutual Life Insurance Company (“MassMutual”) announced today that MassMutual has converted 125,000 3.25% Series A Cumulative Convertible Preferred Shares of Jefferies into 4,654,362 shares of Jefferies common stock.
Rich Handler, Jefferies’ CEO, and Brian Friedman, its President, commented: “This is another very important milestone in our 33-year relationship with MassMutual that has been meaningful and successful for our shareholders, clients and employees. We are pleased that MassMutual chose to become common shareholders of Jefferies and look forward to many more years of collaboration and partnership between MassMutual and Jefferies.”
Roger Crandall, Chairman, President and CEO of MassMutual, stated: “We are pleased to build on the strong, long-term relationship we have established with Jefferies over the years. We have watched Jefferies build itself into a leading financial services firm and look forward to exploring additional ways of working together for the benefit of our policyowners and customers.”
About Jefferies
Jefferies is a leading global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research and wealth and asset management services. With more than 40 offices around the world, we offer insights and expertise to investors, companies and governments.
About MassMutual
MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. Founded in 1851, the company has been continually guided by one consistent purpose: we help people secure their future and protect the ones they love. With a focus on delivering long-term value, MassMutual offers a wide range of protection, accumulation, wealth management and retirement products and services. For more information, visit massmutual.com.
Media Inquiries:
Jefferies Financial Group Inc.
Jonathan Freedman
212-778-8913
mediacontact@jefferies.com
Massachusetts Mutual Life Insurance Company
Chelsea Haraty
413-426-2008
chelseaharaty@massmutual.com