Jefferies Financial Group Issues Multiple Senior Notes

TL;DR

Jefferies just dropped $1.9675B in new debt across four senior note issuances.

AI Summary

On September 19, 2025, Jefferies Financial Group Inc. filed an 8-K report detailing several material definitive agreements. These agreements involve the issuance of various senior notes, including $587.5 million in notes due 2028, $275 million in notes due 2032, $485 million in notes due 2027, and $620 million in notes due 2034. The filing also includes information related to common stock.

Why It Matters

This filing indicates Jefferies Financial Group is raising significant capital through debt issuance, which could impact its leverage and future financial flexibility.

Risk Assessment

Risk Level: medium — The issuance of substantial amounts of debt increases the company's financial leverage and potential interest rate risk.

Key Numbers

• $587.5M — Senior Notes Due 2028 (Debt issuance)
• $275M — Senior Notes Due 2032 (Debt issuance)
• $485M — Senior Notes Due 2027 (Debt issuance)
• $620M — Senior Notes Due 2034 (Debt issuance)

Key Players & Entities

• Jefferies Financial Group Inc. (company) — Registrant
• September 19, 2025 (date) — Date of Report
• $587.5 million (dollar_amount) — Senior Notes Due 2028
• $275 million (dollar_amount) — Senior Notes Due 2032
• $485 million (dollar_amount) — Senior Notes Due 2027
• $620 million (dollar_amount) — Senior Notes Due 2034

FAQ

Key Financial Figures

• $1 — ch registered Common Shares, par value $1 per share JEF New York Stock Exchan
• $1.00 — s of the Company's voting common stock, $1.00 par value per share (the " Voting Commo
• $500 — e Series B-1 Preferred Stock will equal $500 per share. The Series B-1 Preferred Sto
• $500 million — quity financing, totaling approximately $500 million. Secured Funding Facility On Septemb
• $1 billion — e eligible collateral to SMBC for up to $1 billion of funding. Increased Revolving Credit
• $350 million — o Jefferies Group LLC) in the form of a $350 million revolving credit facility with an origi
• $700 million — rease the amount drawable thereunder to $700 million and to extend the maturity date of such

Filing Documents

• ef20055770_8k.htm (8-K) — 77KB
• ef20055770_ex10-1.htm (EX-10.1) — 1059KB
• ef20055770_ex99-1.htm (EX-99.1) — 23KB
• image00001.jpg (GRAPHIC) — 2KB
• 0001140361-25-035471.txt ( ) — 1552KB
• jef-20250919.xsd (EX-101.SCH) — 5KB
• jef-20250919_def.xml (EX-101.DEF) — 18KB
• jef-20250919_lab.xml (EX-101.LAB) — 28KB
• jef-20250919_pre.xml (EX-101.PRE) — 21KB
• ef20055770_8k_htm.xml (XML) — 9KB

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Item 1.01 Entry Into a Material Definitive Agreement As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on April 27, 2023 (the " Prior Form 8-K "), on April 27, 2023, Jefferies Financial Group Inc. (the " Company ") entered into an Exchange Agreement (the " Exchange Agreement ") with Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan (" SMBC "), in connection with the expansion and strengthening of the Company's strategic alliance with SMBC (the " Alliance "). Pursuant to the Exchange Agreement, SMBC was entitled to surrender shares of the Company's voting common stock, $1.00 par value per share (the " Voting Common Stock "), in exchange for shares of the Company's Series B Non-Voting Convertible Preferred Shares, $1.00 par value per share (the " Series B Preferred Stock "), at an exchange rate of 500 shares of Voting Common Stock per share of Series B Preferred Stock, subject to adjustment, with a maximum of 55,125 shares of Series B Preferred Stock exchangeable thereunder—representing approximately 10.9% of the Voting Common Stock as of April 27, 2023 on an as-converted and fully diluted basis. On September 19, 2025, in connection with the announcement by the Company and SMBC of a further expansion of the Alliance, the Company and SMBC amended and restated the Exchange Agreement (as so amended and restated, the " Amended and Restated Exchange Agreement ") to permit SMBC to increase its economic ownership in the Company to up to 20% on an as-converted and fully diluted basis. SMBC will continue to own less than 5% of a voting interest in the Company. Except as summarized below, the material terms of the Exchange Agreement remain unchanged. The following descriptions are limited to material provisions of the Amended and Restated Exchange Agreement that differ from, or are in addition to, those set forth in the Exchange Agreement previously disclosed in the Prior Fo

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Item 8.01 Other Items Alliance Expansion Announcement On September 19, 2025, the Company and SMBC issued a joint press release announcing a further expansion and strengthening of the Alliance. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Memorandum of Understanding for Japan Wholesale Equities Business On September 19, 2025 the Company and certain of its affiliates entered into a memorandum of understanding (the " MOU ") with Sumitomo Mitsui Financial Group, Inc., a financial holding company incorporated in Japan, SMBC and SMBC Nikko Securities Inc., a joint stock company incorporated in Japan (collectively, " SMBC Group "). The MOU sets forth the key terms, conditions and guidelines governing the collaboration between the Company and certain of its affiliates and SMBC Group in respect of the Japan wholesale equities business (including equity capital markets, equity research and equity sales and trading) and establishing a joint venture in Japan to conduct the principal aspects of such business. The Company and SMBC Group anticipate the joint venture will begin serving clients in January 2027. Joint Sponsor Coverage On September 19, 2025, certain affiliates of the Company and SMBC entered into various arrangements, pursuant to which the parties will expand their joint coverage of larger sponsors with respect to various financial products and in EMEA jointly pursuing opportunities to originate, underwrite and execute syndicated leveraged finance for these clients. European Business Senior Secured Revolving Credit Facility On September 19, 2025, SMBC and certain affiliates of the Company agreed, subject to certain conditions, to extend to a special purpose entity, formed by Jefferies Finance LLC, a senior secured revolving financing facility and a junior loan facility totaling approximately 690 million for financing participations of revolving commercial loans

Forward-Looking Statements

Forward-Looking Statements This Current Report 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 the Company's future and statements that are not historical facts. These forwardlooking 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 the Company's strategies for future development of our businesses and products, including the Company and SMBC Group's strategic alliance. In particular, forward-looking statements include statements about the potential benefits of the collaboration with SMBC Group and SMBC's intention to increase its equity investment in the Company, as SMBC is under no obligation to do so. Forwardlooking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update any forwardlooking statements. Furthermore, because forwardlooking statements represent only the Company's 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 mater

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Exchange Agreement, dated as of September 19, 2025, by and between Jefferies Financial Group Inc., a New York corporation, and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan 99.1 Joint Press Release, dated September 19, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. JEFFERIES FINANCIAL GROUP INC. By: /s/ Michael J. Sharp Name: Michael J. Sharp Title: Executive Vice President and General Counsel Date: September 19, 2025

View Full Filing

View this 8-K filing on SEC EDGAR