UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

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JEFFERIES GROUP LLC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 212-284-2550

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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):

Securities registered pursuant to Section 12(b) of the Exchange Act:

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. ☐

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:

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.

On November 1, 2022, Jefferies issued a press release announcing the completion of the Reorganization Transactions described in this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(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.

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