Toggle SGML Header (+)


Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 3, 2019

 

 

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)

 

(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

(Former name or former address, if changed since last report)

 

 

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 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

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 7.01

Regulation FD Disclosure

We posted Jefferies Group LLC’s Update for Fixed Income Investors to our website, www.jefferies.com, on July 3, 2019. The update is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information provided in this Item 7.01, including Exhibit 99, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits

The following exhibit is furnished with this report:

 

Number

  

Exhibit

99    Jefferies Group LLC Update for Fixed Income Investors


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.
Date: July 3, 2019                 

/s/ Roland T. Kelly

    Roland T. Kelly
    Associate General Counsel
(Back To Top)

Section 2: EX-99 (EX-99)

EX-99

Slide 0

Jefferies LLC Member SIPC Jefferies Group LLC – Update for Fixed Income Investors July 2019 Exhibit 99


Slide 1

Disclaimer: i IMPORTANT: You must read the following before continuing. The following applies to this document, any oral presentation of the information in this document by Jefferies Group LLC (the “Company”) or any person on behalf of the Company, and any question-and-answer session in connection with the presentation (collectively, the “Information”). In accessing the Information, you agree to be bound by the following terms and conditions. The Information is not intended for potential investors and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever. The Information is directed solely at: (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(iv) above being “Relevant Persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents. This document contains “forward looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements include statements about the Company’s future and statements that are not historical facts. These forward looking statements are usually preceded by the words “expect,” “intend,” “may,” “will,” 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 also include statements pertaining to our strategies for future development of our business and products. Forward looking statements represent only the Company’s 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 that could cause actual results to differ, perhaps materially, from those in the Company’s forward looking statements is contained in reports we file with the United States Securities and Exchange Commission (“SEC”). You should read and interpret any forward looking statement together with reports the Company files with the SEC. The Information is provided as at the date of this document and is subject to change without notice.


Slide 2

Jefferies Group Jefferies Group is a global investment bank engaged in investment banking, sales and trading, and asset management. Jefferies Group is the largest subsidiary under its parent company Jefferies Financial Group, a diversified financial services company. Full-Service Capital Markets Platform: Expertise and depth across equities, fixed income and investment banking. Client-Focused: Providing investor and issuer clients with the highest quality advice and execution. Global Footprint: Sales & trading and investment banking presence across the United States, Europe and Asia. Strong, Stable Foundation: Robust long-term capital base, comparatively low leverage and free from dependence upon government support. Positioned to Seize Market Share: Having broadened our product offering and hired additional key talent, Jefferies is positioned to grow market share. 1


Slide 3

Business Highlights Jefferies Group Recorded LTM Q2 2019 Net Revenues of $3.1 billion and Pre-Tax Income of $383 million. Investment Banking revenues have grown at the highest annual rate of all major global investment banks. Increases in overall fee market share led to U.S. rankings for FY 2018 of 7th in M&A, 6th in Equity Capital Markets and 6th in Leveraged Finance: Poised to make further market share gains and increase operating margin. Expanded to include Berkadia and Leucadia Asset Management, both complements to the existing Jefferies Group operating business. 2


Slide 4

Jefferies Group: Strategic Update Poised to make further market share gains and increase operating margin. Our competitive position has strengthened further, as several major competitors have experienced challenges and may face near-term inflection points, which may lead to further industry consolidation, creating additional market share growth opportunities. Investment Banking business continues to broaden, and we continue to strengthen and expand our team. Equities is recording growth in market share that should accelerate. Fixed Income is delivering more consistent revenues and returns, with increased capital efficiency and lower risk, after successful efforts to enhance the team, refocus the business and reduce balance sheet utilization. Jefferies Group assets of $42.8 billion as of May 31, 2019, down from $44.1 billion as of May 31, 2015. Fixed Income assets of $20.9 billion as of May 31, 2019, down from $22.7 billion as of May 31, 2015. Leucadia Asset Management continues to make strategic investments at attractive expected risk adjusted returns. Our priorities are revenue growth and margin expansion, while maintaining our discipline around liquidity and risk management. Revenue growth being led by Investment Banking maturation and new hires, as well as Equities and Fixed Income market share gains as capabilities strengthen and competitors reshuffle. Margin expansion will be achieved over time with active efforts to compress support costs and net revenue growth reducing operating expenses as a percent of net revenue and allowing compensation ratio to be reduced. Digitalization effort focused on leveraging technology and innovation to help increase productivity. 3


Slide 5

Jefferies Global Footprint 30 Principal Offices 4 As of 11/30/18


Slide 6

Global Full-Service Capabilities Listed Derivatives Cash Equities Electronic Trading Prime Services ETFs Convertibles Wealth Management MBS / ABS / CMBS Emerging Markets Investment Grade Rates Municipals TMT Industrials Healthcare Financials Financial Sponsors REGAL Equity Capital Markets Energy Consumer Debt Capital Markets M&A Public Finance Equities Fixed Income Investment Banking Restructuring Research ETFs Desk Research Leveraged Credit Foreign Exchange Leucadia Asset Management(1) Weiss Multi-Strategy quantPORT Mortgage Banking (Berkadia) Represents investments in strategies listed in this chart. Core-Commodity Schonfeld Fundamental Topwater GEEOF Lake Hill 5


Slide 7

Executive Committee Note: Years at Jefferies includes experience at acquired predecessor (e.g., Broadview). Made up entirely of internal senior managers, the Executive Committee (“EC”) provides insight, perspective and guidance for the day-to-day operations and strategic direction of their respective businesses and the firm as a whole. Executive and senior management are actively involved in the risk management process in which they receive daily risk reports showing risk metrics and large exposures in addition to weekly risk meetings with real time discussions as needed. The Treasury Group prepares a weekly balance sheet and cash capital analysis and reviews with Market Risk and Executive Committees. The 9 members of the EC have combined industry experience of 309 years, with 146 years (average over 16 years) at Jefferies. Corporate Equities Investment Banking Fixed Income Executive Committee Rich Handler – CEO, Chairman of the Board (34 / 29) Brian Friedman – Chairman of the Executive Committee (39 / 18) Peg Broadbent – Chief Financial Officer (32 / 12) Michael Sharp – General Counsel (37 / 9) Pete Forlenza – Global Head of Equities (30 / 6) Benjamin Lorello – Global Head of Investment Banking & Capital Markets (39 / 10) Chris Kanoff – Global Co-head of Investment Banking (34 / 28) Andrew Whittaker – Vice Chairman (31 / 29) Fred Orlan – Global Head of Fixed Income (33 / 5) * (Years of Experience / Years at Jefferies) 6


Slide 8

Earnings Update – Second Quarter 2019 and Last Twelve Months Second quarter ending May 31, 2019 performance: Net Revenues: $902 million Pre-Tax Earnings: $155 million Net Earnings: $110 million Revenues by Source: Last twelve months ending May 31, 2019 performance: Net Revenues: $3,127 million Pre-Tax Earnings: $383 million Net Earnings: $278 million Revenues by Source: 7 ($ Millions) ($ Millions)


Slide 9

Note: In the first quarter of 2018, we made changes to the presentation of our “Revenues by Source” to better align the manner in which we describe and present the results of our performance with the manner in which we manage our business activities and serve our clients. For a further discussion of these changes, see Jefferies Group LLC’s Form 8-K filed on March 20, 2018. In addition, in the fourth quarter of 2018, Jefferies Financial Group transferred to us capital investments in certain separately managed accounts and funds. Due to this transfer, we have made changes to the presentation of our “Revenues by Source” in the fourth quarter of 2018 and are including investment income from capital invested in these separately managed accounts and funds within the asset management revenues. We have presented all operating periods to reflect results on a comparable basis, as reported in the Jefferies Group public filings. ($ Millions) Operating Results 8


Slide 10

Balance Sheet and Funding Overview We continue to manage the size of our balance sheet in response to market conditions and volatility. Tangible Gross Leverage (1) at 5/31/2019: 9.4x Inventory was $16.1 billion at 5/31/2019 Our long-standing liquidity and funding principles have maintained the strength and soundness of our platform across market cycles: Owning inventory that is comprised of liquid assets that turn over regularly, with a minimal amount of Level 3 Financial Instruments Owned. Maintaining a sound, long-term capital base and reasonable leverage relative to our business activity. Short-term secured funding that is readily and consistently available through clearing houses, or fixed for periods of time that exceed the expected tenure of the inventory they are funding. Assessing capital reserves and maintaining liquidity (including intraday liquidity) to withstand adverse changes in the trading or financing markets. Entering into partnerships and joint ventures with complementary long-term partners to pursue business opportunities that otherwise would exceed our capital capacity or risk tolerance. Tangible gross leverage ratio and tangible gross assets are non-GAAP financial measures. Tangible gross leverage ratio equals tangible gross assets divided by tangible member's equity. Tangible gross assets equals total assets less goodwill and identifiable intangible assets. Tangible member's equity represents total member's equity less goodwill and identifiable intangible assets. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio. Long-term debt at May 31, 2019 excludes $648.4 million of our 8.500% senior notes and $557.9 million of our 2.375% Euro Medium Term Notes, as these notes mature July 15, 2019 and May 20, 2020, respectively, and $188.8 million of our outstanding borrowings under our senior secured revolving credit facility (“Revolving Credit Facility”). 9


Slide 11

Balance Sheet Overview ($ Millions) Note: As presented in Jefferies public filings. Leverage ratio equals total assets divided by total equity. Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets of $42,818 million less goodwill and identifiable intangible assets of $1,818 million divided by tangible Jefferies Group LLC member's equity of $4,355 million. Tangible Jefferies Group LLC member's equity represents total Jefferies Group LLC member's equity of $6,173 million less goodwill and identifiable intangible assets of $1,818 million. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio. 10 ($ Millions)


Slide 12

Capital, Funding & Liquidity 11


Slide 13

Liquidity and Funding Principles Jefferies’ long-standing liquidity and funding principles have maintained the strength and soundness of our platform across market cycles. Owning inventory that is composed of liquid assets that turn over regularly, with Level 3 Financial Instruments Owned at approximately 2% of Financial Instruments Owned as of 5/31/2019. Maintaining a sound, long-term capital base and reasonable leverage relative to our business activity. No material reliance on short-term unsecured funding or customer balances. No commercial paper program. Short-term secured funding that is readily and consistently available through clearing houses, or fixed for periods of time that exceed the expected tenure of the inventory they are funding. Assessing capital reserves and maintaining liquidity to withstand adverse changes in the trading or financing markets and a firm specific idiosyncratic stress. Where appropriate, entering into partnerships and joint ventures with complementary long-term partners to pursue business opportunities that otherwise may exceed our capital capacity or risk tolerance (Jefferies Finance LLC). 12


Slide 14

Limited Leverage Jefferies has a long-standing policy of carefully managing balance sheet leverage. In periods of stress, Jefferies has demonstrated the ability to rapidly reduce leverage without unduly impacting our business. Tangible gross leverage ratio and tangible gross assets are non-GAAP financial measures. Tangible gross leverage ratio equals tangible gross assets divided by tangible Jefferies Group LLC member's equity. Tangible gross assets equals total assets less goodwill and identifiable intangible assets. Tangible Jefferies Group LLC member's equity represents total Jefferies Group LLC member's equity less goodwill and identifiable intangible assets. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio. See Appendix on page 21 for a reconciliation to GAAP measures. 13


Slide 15

At May 31, 2019, 98% of inventory is Levels 1 and 2, with a minimal amount of Level 3 Financial Instruments Owned. At May 31, 2019, Level 3 Financial Instruments Owned represent only 8.4% of tangible Jefferies Group LLC member’s equity. Tangible Jefferies Group LLC member's equity (a non-GAAP financial measure) represents total Jefferies Group LLC member's equity less goodwill and identifiable intangible assets. See Appendix on page 21 for a reconciliation to GAAP measures. Level 3 Financial Instruments Owned Overview 14


Slide 16

Weighted Average Maturity of Secured Funding (1) Repo Secured with Clearing Corp Eligible Securities (1) Secured Funding Secured Funding Platform - Liquid balance sheet funded predominantly via exchanges. Non-clearing corporation eligible collateral funded via tri-party / bilateral repo and stock loan with conservative tenors. As of 5/31/2019 15


Slide 17

Fundability of Collateral 16 Weighted Average Maturity (Days)


Slide 18

Liquidity Pool Jefferies maintains significant excess liquidity on hand. Consists of high quality sovereign government securities and reverse repurchase agreements collateralized by U.S. government securities and other high quality sovereign government securities; deposits with a central bank within the European Economic Area, Canada, Australia, Japan, Switzerland or the USA; and securities issued by a designated multilateral development bank and reverse repurchase agreements with underlying collateral comprised of these securities. In addition, amounts include unencumbered inventory representing an estimate of the amount of additional secured financing that could be reasonably expected to be obtained from our financial instrument owned that are currently not pledged after considering reasonable financing haircuts. Cash and cash equivalents plus other liquidity sources, divided by total assets. 17 (1) (2)


Slide 19

Unsecured Long-Term Debt Profile As of 5/31/2019, our $6.5 billion carrying value of unsecured long-term debt had a weighted average maturity of approximately 8.4 years. No maturity of unsecured long-term debt in a single year is greater than 20% of outstanding long-term debt. 2019 maturity has been pre-funded and will be paid off with existing cash. Long-Term Unsecured Debt Maturity Schedule ($ Millions) 18


Slide 20

Credit Ratings Jefferies Group LLC Agency Rating Outlook Standard & Poor’s BBB- Stable Moody’s Baa3 Stable Fitch BBB Stable Note: As of June 2019 Jefferies LLC Agency Rating Outlook Standard & Poor’s BBB Stable Moody’s Baa2 Stable Jefferies International Agency Rating Outlook Standard & Poor’s BBB Stable Moody’s Baa2 Stable Subsidiaries 19 Group


Slide 21

Appendix 20


Slide 22

Tangible Assets and Tangible Jefferies Group LLC Member’s Equity GAAP Reconciliation Note: Jefferies tangible gross assets and tangible Jefferies Group LLC member’s equity are unaudited non-GAAP financial measures that begin with information prepared in accordance with U.S. GAAP and then are adjusted to exclude goodwill and intangibles. Management believes that the tangible gross assets and tangible Jefferies Group LLC member’s equity are common metrics used by many investors in its industry to evaluate performance from period to period. 21

(Back To Top)