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): December 16, 2022
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
New York | 001-05721 | 13-2615557 | ||
(State or 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 December 16, 2022, the Board of Directors of Jefferies Financial Group Inc. (“Jefferies”) declared a pro rata dividend of the outstanding shares of common stock of Vitesse Energy, Inc. (“Vitesse”) held by Jefferies to the holders of record of the common shares of Jefferies as of 5:00 p.m. ET on December 27, 2022, the record date for the distribution. The distribution, which will be at the rate of one share of Vitesse common stock for every
8.49668 common shares of Jefferies held on the record date, with cash in lieu of fractional shares, will result in the separation of the two companies. The distribution is subject to the satisfaction or waiver of various conditions, including, among others, receipt of a private letter ruling (the “PLR”) from the Internal Revenue Service (“IRS”) to the effect that the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes, receipt of an opinion of counsel to the effect that the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes, and the Form 10 relating to the spin-off having been declared effective by the U.S. Securities and Exchange Commission. Jefferies has received a PLR from the IRS to this effect.
Item 9.01 | Financial Statements and Exhibits |
(d)
Exhibit Number | Description | |
99.1 | Press Release issued by Jefferies Financial Group Inc. on December 16, 2022 | |
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: December 16, 2022 | JEFFERIES FINANCIAL GROUP INC. | |||||
/s/ Michael J. Sharp | ||||||
Michael J. Sharp | ||||||
Executive Vice President and General Counsel |