UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-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): January 17, 2017
Jefferies Group LLC
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-14947 | | 95-4719745 |
(State or other jurisdiction of incorporation) | | (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
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
On January 17, 2017, Jefferies Group LLC (the “Company”) and its wholly owned subsidiary Jefferies Group Capital Finance Inc. (“Jefferies Capital” and, together with the Company, the “Issuers”) issued $750,000,000 aggregate principal amount of their 4.850% Senior Notes due 2027 (the “Notes”) pursuant to a Prospectus Supplement dated January 9, 2017 to the prospectus dated February 4, 2016, filed as part of the Issuers’ Shelf Registration Statement on FormS-3, as amended (File Nos.333-209385 and333-209385-01) (the “Registration Statements”). The Notes were issued under the Senior Debt Indenture (the “Indenture”), dated as of May 26, 2016, among the Issuers and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Officers’ Certificate (the “Officers’ Certificate”) establishing the terms of the Notes dated January 17, 2017.
The foregoing summary of the Officers’ Certificate and the Notes is qualified in its entirety by reference to the text of the Officers’ Certificate, a copy of which is filed as Exhibit 4.1 hereto and the Form of Global Note, a copy of which is filed as Exhibit 4.2 hereto, and each is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibits are filed with this report:
| | |
Number | | Exhibit |
| |
| 4.1 | | Senior Debt Indenture, by and among Jefferies Group LLC and Jefferies Group Capital Finance Inc. and The Bank of New York Mellon, as Trustee, dated July 26, 2016, incorporated herein by reference to Exhibit 4.1 of the Form8-A of Jefferies Group LLC and Jefferies Group Capital Finance Inc. filed on January 17, 2017 |
| |
| 4.2 | | Officers’ Certificate establishing the terms of the Notes* |
| |
| 4.3 | | Form of Global Note* |
| |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP* |
| |
| 23.1 | | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)* |
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 Group LLC |
| |
| By: | | /s/ Roland T. Kelly |
| Name: | | Roland T. Kelly |
| Title: | | Assistant Secretary |
Date: January 17, 2017
INDEX TO EXHIBITS
| | |
Number | | Exhibit |
| |
| 4.1 | | Senior Debt Indenture, by and among Jefferies Group LLC and Jefferies Group Capital Finance Inc. and The Bank of New York Mellon, as Trustee, dated July 26, 2016, incorporated herein by reference to Exhibit 4.1 of the Form8-A of Jefferies Group LLC and Jefferies Group Capital Finance Inc. filed on January 17, 2017 |
| |
| 4.2 | | Officers’ Certificate establishing the terms of the Notes* |
| |
| 4.3 | | Form of Global Note* |
| |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP* |
| |
| 23.1 | | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)* |
