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): November 1, 2022

October 21, 2022

JEFFERIES GROUP LLC

(Exact name of registrant as specified in its charter)

Delaware	001-14947	95-4719745
(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: 212-284-2550

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
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 2.01

Completion of an Acquisition or Disposition of Assets.

On November 1, 2022, Jefferies Financial Group Inc., a New York corporation, NYSE:JEF (“Jefferies”), together with certain of its subsidiaries, including the registrant, Jefferies Group LLC, a Delaware limited liability company (the “Company”), consummated several internal reorganization transactions (the “Reorganization Transactions”), including:

•

the merger of the Company and Jefferies Group Capital Finance Inc., a Delaware corporation (“JGCF”), with and into Jefferies MergerSub Inc., a New York corporation and a wholly owned subsidiary of Jefferies, with MergerSub surviving and assuming all of the assets and liabilities of the Company and JGCF by operation of law; and

•

the merger of MergerSub with and into Jefferies, with Jefferies surviving and assuming all of the assets and liabilities of the Company, JGCF and MergerSub by operation of law.

Item 3.03

Material Modification to Rights of Security Holders

As a result of the Reorganization Transactions, on November 1, 2022 Jefferies assumed and succeeded to, by operation of law, all of the outstanding debts, liabilities, obligations and duties of the Company, JGCF, and MergerSub, and such debts, liabilities, obligations and duties may be enforced against Jefferies to the same extent as if Jefferies had itself incurred or contracted all such debts, liabilities, obligations and duties.

On November 1, 2022, in connection with the Reorganization Transactions, Jefferies also entered into the First Supplemental Indenture with The Bank of New York Mellon, as trustee (the “Trustee”) (the “2022 First Supplemental Indenture”) to the Senior Debt Indenture, dated as of May 26, 2016, between the Company, JGCF and the Trustee (the “2016 Indenture”). The 2016 Indenture governs several outstanding senior debt securities, including various structured notes, of the Company and JGCF, as co-issuers (collectively, the “2016 Indenture Senior Notes”). The 2022 First Supplemental Indenture amends the 2016 Indenture to provide for Jefferies to assume all the covenants and obligations of the Company and JGCF under the 2016 Indenture and the 2016 Indenture Senior Notes, including all covenants and obligations in connection with the Listed Notes (as defined below).

The Company and JGCF are co-issuers to of the 4.850% Senior Notes due 2027 and the 2.750% Senior Notes due 2032 (the “Listed Notes”), which are both listed on the New York Stock Exchange (the “NYSE”). In connection with the Reorganization Transactions and by operation of Rule 12g-3(d) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Jefferies is the successor issuer of the Listed Notes and the Listed Notes will continue to be deemed registered under Section 12(b) of the Exchange Act and continue to be listed on the NYSE.

Item 8.01

Other Events

AsOn ~~announced~~November ~~on July 19~~1, 2022, ~~we will simplify our corporate structure by merging~~ Jefferies ~~Group~~issued ~~LLC~~a ~~(“JG”)~~press ~~into~~release ~~Jefferies~~announcing ~~Financial Group Inc. (“JFG”). With respect to~~ the ~~4.85%~~completion ~~Senior~~of ~~Notes due 2027 and~~ the ~~2.75%~~Reorganization ~~Senior~~Transactions ~~Notes~~described ~~due~~in ~~2032~~this ~~issued~~Current byReport ~~JG and~~on ~~Jefferies~~Form ~~Group Capital Finance Inc~~8-K. ~~and~~The ~~listed~~press onrelease ~~the~~is attached ~~New~~hereto ~~York~~as ~~Stock~~Exhibit ~~Exchange, upon the anticipated merger date of November~~ 99.1, ~~2022,~~and ~~the~~incorporated ~~securities~~herein ~~will be assumed~~ by ~~JFG and their ticker symbols will change from “JEF/27A” and “JEF/32A” to “JEF 27A” and “JEF 32A”, respectively~~reference.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits

Certain statements contained in this report may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on current views and include statements about the Company’s future and statements that are not historical facts. These forward-looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” “would,” 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 may 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 the Company files with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances. The Company is providing the information in this report as of this date and assumes no obligations to update the information included in this report or revise any forward-looking statements, whether as a result of new information, future events or otherwise. (d)

Exhibit Number		Description

99.1		Press release, dated November 1, 2022.

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: October 21, 2022

JEFFERIES GROUP LLC

Date: November 1, 2022

JEFFERIES GROUP LLC

/s/ Michael J. Sharp

~~/s/ Michael J. Sharp~~

Michael J. Sharp

~~Michael J. Sharp~~

General Counsel, Secretary, Executive Vice President

Executive Vice President, General Counsel, Secretary

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