Filed pursuant to Rule 424(b)(2)
Registration No. 333-271881
SUMMARY OF TERMS | |
Issuer:
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Jefferies Financial Group Inc.
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Title of the Notes:
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Senior Fixed to Floating Rate Notes due May 31, 2029 Linked to Compounded SOFR
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Aggregate Principal Amount:
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$ . We may increase the Aggregate Principal Amount prior to the Original Issue Date but are not required to do so.
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Issue Price:
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At variable prices. The Notes will be offered at a price equal to 100% of the Stated Principal Amount per Note until the initial pricing date, which is , 2024. Thereafter, the Notes will be
offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated
prices, subject to a maximum price of 100% of the Stated Principal Amount per Note.
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Stated Principal Amount
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$1,000 per note
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Pricing Date:
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, 2024
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Original Issue Date:
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May 31, 2024 ( Business Days after the Pricing Date)
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Maturity Date:
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May 31, 2029.
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Payment at Maturity
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The Payment at Maturity per Note will be the Stated Principal Amount plus accrued and unpaid interest, if any.
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Compounded SOFR
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SOFR (compounded daily during the relevant Observation Period). Please see “Determination of Compounded SOFR” below.
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Interest Rate
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From and including the Original Issue Date to, but excluding, May 31, 2025 (the “Fixed Interest Rate Period”): 7.00% per annum
From, and including May 31, 2025 to, but excluding, May 31, 2029 (the “Floating Interest Rate Period”): a variable rate per annum equal to Compounded SOFR plus the Floating Interest Rate Spread, subject to the Minimum Interest Rate.
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Floating Interest Rate Spread:
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Plus 1.00%
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Interest Payment Period:
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Quarterly (from and including the last day of each February, May, August and November to, but excluding, the last day of the month occurring three months following such
month, beginning May 31, 2024).
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Observation Period:
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For each Interest Payment Period during the Floating Interest Rate Period, the period from, and including, the date five U.S. Government Securities Business Days preceding the first date in such
Interest Payment Period to, but excluding, the date five U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Payment Period. The Observation Period will not be adjusted if any Interest
Payment Date is postponed.
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Interest Payment Dates
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The last day of each February, May, August and November, beginning August 31, 2024.
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Minimum Interest Rate:
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0.00% per annum.
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Day-count Convention:
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30/360 (ISDA) during the Fixed Interest Rate Period. Please see “Determination of Interest Payments” with respect to the Floating Interest Rate Period.
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Specified Currency:
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U.S. dollars
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Redemption:
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Not applicable
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CUSIP/ISIN:
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47233WFC8 / US47233WFC82
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Book-entry or Certificated Note:
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Book-entry
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Business Day:
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New York. If any Interest Payment Date or the Maturity Date occurs on a day that is not a Business Day, any payment owed on such date will be postponed as described in “The
Notes” below.
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Agent:
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Jefferies LLC, a wholly-owned subsidiary of Jefferies Financial Group Inc. See “Supplemental Plan of Distribution.”
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Calculation Agent:
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Jefferies Financial Services, Inc., a wholly owned subsidiary of Jefferies Financial Group Inc.
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Trustee:
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The Bank of New York Mellon
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Use of Proceeds:
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General corporate purposes
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Listing:
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None
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Conflict of Interest:
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Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., is a member of FINRA and will participate in the distribution of the notes being
offered hereby. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interest and will be conducted in accordance with the requirements of Rule 5121. See “Conflict of Interest.”
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PER NOTE
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TOTAL | |||||||
Public Offering Price
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At variable prices
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At variable prices
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||||||
Underwriting Discounts and Commissions
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$
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$
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Proceeds to Jefferies Financial Group Inc. (Before Expenses)
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$
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$
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PAGE | |
PRICING SUPPLEMENT
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PS-ii
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PS-1
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HOW THE NOTES WORK | PS-4 |
PS-5
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PS-6
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PS-9
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PS-10
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PS-12
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PS-14
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PS-15
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PS-16
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(1)
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the Secured Overnight Financing Rate for trades made on
such day that appears at approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or
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(2)
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if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have occurred as described in (3) below, the
Secured Overnight Financing Rate published on the NY Federal Reserve’s website for the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal
Reserve’s website; or
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(3)
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if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant Interest Payment Date, the Calculation Agent will use the Benchmark
Replacement to determine the rate and for all other purposes relating to the Notes.
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(1)
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the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the
applicable corresponding tenor and (b) the Benchmark Replacement Adjustment; or
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(2)
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the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
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(3)
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the sum of: (a) the alternate rate of interest that has been selected by us (or one of our affiliates) as the replacement for the then-current Benchmark for the applicable corresponding
tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
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(1)
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the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body for the applicable Unadjusted Benchmark Replacement;
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(2)
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if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
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(3)
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the spread adjustment (which may be a positive or negative value or zero) that has been selected by us (or one of our affiliates) giving due consideration to any industry-accepted spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
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(1)
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in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date
on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
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(2)
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in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
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(1)
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a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
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(2)
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a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with
jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the
administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; or
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(3)
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a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
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Compounded SOFR
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Compounded SOFR plus the Spread*
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Hypothetical Quarterly Interest Payment
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-2.000%
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0.00%
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$0.00
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-1.500%
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0.00%
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$0.00
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-1.000%
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0.00%
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$0.00
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-0.500%
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0.50%
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$1.25
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0.000%
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1.00%
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$2.50
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0.500%
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1.50%
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$3.75
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1.000%
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2.00%
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$5.00
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1.500%
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2.50%
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$6.25
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2.000%
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3.00%
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$7.50
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2.500%
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3.50%
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$8.75
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3.000%
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4.00%
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$10.00
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3.500%
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4.50%
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$11.25
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4.000%
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5.00%
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$12.50
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4.500%
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5.50%
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$13.75
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5.000%
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6.00%
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$15.00
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5.500%
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6.50%
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$16.25
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6.000%
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7.00%
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$17.50
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6.500%
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7.50%
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$18.75
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7.000%
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8.00%
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$20.00
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7.500%
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8.50%
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$21.25
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8.000%
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9.00%
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$22.50
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8.500%
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9.50%
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$23.75
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9.000%
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10.00%
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$25.00
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