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):  October 5, 2021

Jefferies Group LLC

(Exact name of registrant as specified in its charter)

Delaware	001-14947	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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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
4.850% Senior Notes Due 2027	JEF /27A	New York Stock Exchange
5.125% Senior Notes Due 2023	JEF /23	New York Stock Exchange
2.750% Senior Notes Due 2032	JEF /32	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.

On October 5, 2021, Jefferies Group LLC issued a press release (the “Pricing Press Release”) announcing the pricing of its public offering of $1.0 billion aggregate principal amount of 2.625% Senior Notes due 2031.

A copy of the Pricing Press Release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information provided in this Item 7.01, including Exhibit 99.1, 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

(d) Exhibits.

Number	Exhibit
99.1	Pricing Press Release, dated October 5, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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/ Michael J. Sharp
	Name:	Michael J. Sharp
	Title:	General Counsel, Executive Vice President
Date:  October 5, 2021

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 5, 2021

Jefferies Group LLC Announces Pricing of $1.0 Billion 2.625% Senior Notes Due 2031

New York, New York — Jefferies Group LLC (the “Company”) today announced the pricing of its public offering of $1.0 billion aggregate principal amount of 2.625% Senior Notes due 2031 (the “Notes”) with an effective yield of 2.731%, maturing October 15, 2031. The offering is expected to settle on October 8, 2021, subject to the satisfaction of customary closing conditions. Jefferies Group Capital Finance Inc., a wholly-owned subsidiary of Jefferies Group LLC, is co-issuer of the Notes.

The Company intends to use the net proceeds of the offering to pay the cost to redeem 100% of the outstanding aggregate principal amount of the Company’s 5.125% Senior Notes, due January 20, 2023 and for general corporate purposes, which may include the further development and diversification of its businesses.

Jefferies LLC served as lead book-runner for the offering of the Notes, SMBC Nikko Securities America, Inc. served as joint book-runner and Academy Securities, Inc., BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Natixis Securities Americas LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. served as co-managers.

The offering of the Notes is being made pursuant to an effective shelf registration statement, prospectus and related prospectus supplement. Copies of the prospectus supplement and the base prospectus, when available, may be obtained by contacting Ryan Coughlin toll-free (212) 284-2368, or by email at rcoughlin@jefferies.com. Investors may also obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

*   *   *

This press release 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 our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words "should," "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 its businesses and products. Forward-looking statements represent only our 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, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC.

*   *   *

For further information, please contact:

Jonathan Freedman

Head of Marketing and Communications

Jefferies Group LLC

Tel. (212) 778-8913

XML

Document and Entity Information	Oct. 05, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 05, 2021
Entity Registrant Name	Jefferies Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14947
Entity Tax Identification Number	95-4719745
Entity Address, Address Line One	520 MADISON AVENUE
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	284-2550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001084580
4.850% Senior Notes Due 2027 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.850% Senior Notes Due 2027
Trading Symbol	JEF /27A
Security Exchange Name	NYSE
5.125% Senior Notes Due 2023 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.125% Senior Notes Due 2023
Trading Symbol	JEF /23
Security Exchange Name	NYSE
2.750% Senior Notes Due 2032 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	2.750% Senior Notes Due 2032
Trading Symbol	JEF /32
Security Exchange Name	NYSE