Filed pursuant to Rule 424(b)(2)
Registration No. 333-262456 and 333-262456-01
The information in this preliminary pricing supplement is not complete and may be changed without notice. This preliminary pricing supplement is not an offer to sell these securities,
nor a solicitation of an offer to buy these securities, in any jurisdiction where the offering is not permitted.
SUBJECT TO COMPLETION, DATED May 3, 2022
PRELIMINARY PRICING SUPPLEMENT
(to Prospectus dated February 1, 2022)
$
Jefferies Group LLC
Senior Floating Rate Notes due
May 17, 2025
Linked to Compounded SOFRAs further described below, interest will accrue and be payable quarterly, in arrears, from the Original Issue Date to, but excluding, the stated maturity date (May 17, 2025), at a variable rate per annum equal to SOFR
(compounded daily during the relevant Observation Period, which we refer to as “Compounded SOFR”), subject to the Minimum Interest Rate of 3.00% per annum and the Maximum Interest Rate of 5.00% per annum.
| SUMMARY OF TERMS | |
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Issuers:
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Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly owned subsidiary.
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Title of the Notes:
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Senior Floating Rate Notes due May 17, 2025 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 , 2022. 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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, 2022
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Original Issue Date:
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May 17, 2022 ( Business Days after the Pricing Date)
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Maturity Date:
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May 17, 2025.
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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 17, 2025: a variable rate per annum equal to Compounded SOFR, subject to the Minimum Interest Rate and the Maximum
Interest Rate.
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Interest Payment Period:
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Quarterly (from and including the 17th day of each February, May, August and November to, but excluding, the 17th day of the month occurring three months following such month, beginning May 17,
2022).
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Observation Period:
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For each Interest Payment 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 17th day of each February, May, August and November, beginning August 17, 2022.
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Minimum Interest Rate:
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3.00% per annum.
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Maximum Interest Rate:
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5.00% per annum.
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Day-count Convention:
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Please see “Determination of Interest Payments” below.
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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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47233JJM1 / US47233JJM18
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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 Group LLC and an affiliate of Jefferies Group Capital Finance 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 Group LLC and an affiliate of Jefferies Group Capital Finance 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 Group LLC, 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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The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.
Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page PS-5 of this pricing
supplement.
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PER NOTE
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TOTAL | |||||||
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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 Group LLC (Before Expenses)
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$
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$
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
pricing supplement or the accompanying prospectus or either prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
We will deliver the Notes in book-entry form only through The Depository Trust Company on or about May 17, 2022 against payment in immediately available funds.
Jefferies
Pricing supplement dated , 2022.
You should read this document together with the related prospectus and prospectus supplement,
each of which can be accessed via the hyperlinks below, before you decide to invest.
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PRICING SUPPLEMENT
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PS-ii
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PS-1
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PS-4
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PS-5
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PS-8
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PS-9
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PS-11
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PS-13
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PS-14
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PS-15
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You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying prospectus and
prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained
in this pricing supplement or the accompanying prospectus or prospectus supplement is accurate as of any date later than the date on the front of this pricing supplement.
This pricing supplement and the accompanying prospectus and prospectus supplement contain or incorporate by reference “forward-looking statements” within the meaning of the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not statements of historical fact and represent only our belief as of the date
such statements are made. There are a variety of factors, many of which are beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ
materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are not limited to, financial market volatility, actions and initiatives by current and future competitors, general
economic conditions, controls and procedures relating to the close of the quarter, the effects of current, pending and future legislation or rulemaking by regulatory or self-regulatory bodies, regulatory actions, and the other risks and
uncertainties that are outlined in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021 filed with the U.S. Securities and Exchange Commission, or the SEC, on January 28, 2022 (the “Annual Report on Form 10-K”) and
in our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2022 filed with the SEC on April 8, 2022. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they
are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date of the forward-looking statements.
The Notes are joint and several obligations of Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly- owned subsidiary. The Aggregate Principal
Amount of the Notes is $ . The Notes will mature on May 17, 2025. From and including the Original Issue Date to, but excluding, the Maturity Date, the Notes will bear interest at a per annum
floating rate equal to Compounded SOFR, subject to the Minimum Interest Rate of 3.00% per annum and the Maximum Interest Rate of 5.00% per annum. Interest on the Notes will be payable on a quarterly basis on the Interest Payment Dates set forth
in the “Summary of Terms” on the cover page of this pricing supplement. We describe the basic features of these Notes in the sections of the accompanying prospectus called “Description of Securities We May Offer—Debt Securities” and the
prospectus supplement called “Description of Notes”, subject to and as modified by any provisions described below and in the “Summary of Terms” on the cover page of this pricing supplement. All payments on the Notes are subject to our credit
risk.
If any Interest Payment Date or the Maturity Date occurs on a day that is not a Business Day, then the payment owed on such date will be postponed until the next succeeding
Business Day. No additional interest will accrue on the Notes as a result of such postponement, and no adjustment will be made to the length of the relevant Interest Payment Period.
“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Determination of Interest Payments
On each Interest Payment Date, the amount of each interest payment will equal (i) the Stated Principal Amount of the Notes multiplied by the Interest Rate in effect
during the applicable Interest Payment Period, multiplied by (ii) the quotient of the actual number of calendar days in such Interest Payment Period divided by 360. The Interest Rate applicable to each Interest Payment Period will be equal to
Compounded SOFR (as defined under “Determination of Compounded SOFR” below), subject to the Minimum Interest Rate and the Maximum Interest Rate specified above.
Determination of Compounded SOFR
For the purposes of calculating Compounded SOFR with respect to any Interest Payment Period:
“Compounded SOFR” means, for the Observation Period corresponding to such Interest Payment Period, the result of the following formula:
where:
“d0”, for any Observation Period, is the number of U.S. Government Securities Business Days in the relevant
Observation Period.
“i” is a series of whole numbers from one to d0, each representing the relevant U.S.
Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period.
“SOFRi”, for any day “i” in the relevant Observation Period, is a reference rate equal to SOFR in respect of that
day.
“ni”, for any day “i” in the relevant Observation Period, is the number of calendar days from, and including, such
U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day.
“d” is the number of calendar days in the relevant Observation Period.
“SOFR” means, with respect to any day, the rate determined by the Calculation Agent in accordance with the following provisions:
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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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In connection with the SOFR definition above, the following definitions apply:
“Benchmark” means, initially, SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the
applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us (or one of our affiliates) as of the Benchmark Replacement Date:
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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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“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us (or one of our affiliates) as of the Benchmark Replacement Date:
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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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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes that we (or one of our affiliates) decide may be appropriate to reflect
the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we (or such affiliate) decide that adoption of any portion of such market practice is not administratively feasible or if we (or such
affiliate) determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we (or such affiliate) determine is reasonably necessary).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
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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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For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date
will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
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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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“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the
then-current Benchmark.
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.
“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the
occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the
applicable tenor excluding the applicable ISDA Fallback Adjustment.
“NY Federal Reserve” means the Federal Reserve Bank of New York.
“NY Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at http://www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of
the Secured Overnight Financing Rate.
“Reference Time” with respect to any determination of the Benchmark means the time determined by us (or one of our affiliates) in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor
thereto.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Valuation of the Notes
For an initial period following the issuance of the Notes (the “Temporary Adjustment Period”), the value that will be indicated for the Notes on any brokerage account statements prepared by Jefferies LLC or its
affiliates (which value Jefferies LLC may also publish through one or more financial information vendors) will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment
represents amounts which may include, but are not limited to, profits, fees, underwriting discounts and commissions and hedging and other costs expected to be paid or realized by Jefferies LLC or its affiliates, or other unaffiliated brokers or
dealers, over the term of the Notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the Temporary Adjustment Period.
SOFR is published by the NY Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury
securities. The NY Federal Reserve reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by
the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by the NY Federal Reserve to remove a portion of the foregoing transactions considered to be
“specials”. According to the NY Federal Reserve, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return
on their cash in order to obtain a particular security.
The NY Federal Reserve reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of
New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through the FICC’s
delivery-versus-payment service. The NY Federal Reserve notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.
The NY Federal Reserve currently publishes SOFR daily on its website. The NY Federal Reserve states on its publication page for SOFR that use of SOFR
is subject to important disclaimers, limitations and indemnification obligations, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time
without notice. Information contained in the publication page for SOFR is not incorporated by reference in, and should not be considered part of, this pricing supplement.
In this pricing supplement, when we refer to SOFR, we mean the rate as it appears on the NY Federal Reserve’s website. On any relevant date, if SOFR
cannot be determined by reference to the NY Federal Reserve’s website (or any successor page), then the Calculation Agent will determine SOFR in accordance with the procedures set forth above.
The level of SOFR has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward
or downward trend in the level of SOFR during any period shown below is not an indication that SOFR is more or less likely to increase or decrease at any time during the life of your Notes.
You should not take the historical levels of SOFR as an indication of future levels of SOFR. We cannot give you any
assurance that the future levels of SOFR will result in your receiving a return on your Notes that is greater than the return you would have realized if you invested in a debt security of comparable maturity that bears interest at a
prevailing market rate.
Neither we nor any of our affiliates make any representation to you as to the performance of SOFR during the term of the Notes. The actual levels of
SOFR during the term of the Notes may bear little relation to the historical levels of SOFR shown below.
The graph below shows the historical performance of SOFR from April 2, 2018 through April 29, 2022. We obtained the information in the graph below
from Bloomberg, without independent verification. The rates displayed in the graph below are for illustrative purposes only.
The historical performance of SOFR in the graph below does not reflect the daily compounding method used to calculate the floating rate at which
interest will be payable on the Notes.
In addition to the other information contained and incorporated by reference in this pricing supplement and the accompanying prospectus and prospectus supplement including the
section entitled “Risk Factors” in our Annual Report, you should consider carefully the following factors before deciding to purchase the Notes.
Structure-related Risks
The amount of interest payable on the Notes is uncertain.
The amount of interest payable on the Notes in any Interest Payment Period will be dependent on Compounded SOFR, calculated as described in “Determination of Compounded SOFR” above. The effective yield on the
Notes may be less than what would be payable on conventional, fixed-rate non-callable notes of the issuer of comparable maturity. The interest payments on the Notes and return of only the principal amount at maturity may not compensate you for
the effects of inflation and other factors relating to the value of money over time.
The amount of interest payable on the Notes in any quarter is capped.
The Interest Rate on the Notes for each quarterly Interest Payment Period is capped for that quarter at the Maximum Interest Rate of
5.00% per annum. Therefore, the maximum quarterly interest payment you can receive will be $12.50 for each $1,000 stated principal amount of notes. Accordingly, you could receive less than 5.00% per annum interest for any given full year even
when Compounded SOFR is much greater than 5.00% during an applicable Interest Payment Period during that year if Compounded SOFR with respect to any other quarter is below 5.00%.
The amount of interest payable on the Notes for any Interest Payment Period will be determined only near the end of the relevant
Interest Payment Period.
The amount of interest payable on the Notes for any Interest Payment Period will be determined only near the end of the relevant Interest Payment Period. Therefore, investors in the Notes will not
know the amount of interest payable with respect to each Interest Payment Period until shortly prior to the related Interest Payment Date, and it may be difficult for investors in the Notes to estimate reliably the amounts of interest that will
be payable on each such Interest Payment Date at the beginning of or during the relevant Interest Payment Period. In addition, some investors may be unwilling or unable to trade the Notes without changes to their information technology systems,
which could adversely impact the liquidity and trading price of the Notes.
Valuation- and Market-related Risks
The price at which the Notes may be resold prior to maturity will depend on a number of factors and may be substantially less than the amount for which they
were originally purchased.
Some of these factors include, but are not limited to: (i) changes in the level of SOFR, (ii) volatility of SOFR, (iii) changes in interest and yield rates, (iv) any actual or anticipated
changes in our credit ratings or credit spreads and (v) time remaining to maturity. Generally, the longer the time remaining to maturity and the more tailored the exposure, the more the market price of the Notes will be affected by the
other factors described in the preceding sentence. Each of these factors can lead to significant adverse changes in the market price of securities like the Notes.
We may sell an additional aggregate face amount of the Notes at a different issue price.
At our sole option, we may decide to sell additional aggregate face amounts of the Notes subsequently to the date of this pricing supplement. The issue price of the Notes in the subsequent sale
may differ substantially (higher or lower) from the Issue Price you paid. There is no stated limit on of the additional face amounts of the Notes we may sell.
Conflict-related Risks
Our trading and hedging activities may create conflicts of interest with you.
We or one or more of our affiliates, including Jefferies LLC, may engage in trading activities related to the Notes that are not for your account or on your behalf. We may enter into arrangements to
hedge the market risks associated with our obligation to pay the amounts due under the Notes. We may seek competitive terms in entering into the hedging arrangements for the Notes, but are not required to do so, and we may enter into such hedging
arrangements with one of our subsidiaries or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially expected, but which could also result in a loss
for the hedging counterparty. These trading and hedging activities may present a conflict of interest between your interest as a holder of the Notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating
transactions for our customers, and in accounts under our management.
Underlying-related Risks
You must rely on your own evaluation of the merits of an investment linked to SOFR.
In the ordinary course of their businesses, we or our affiliates may have expressed views on expected movements in SOFR and related interest rates, and may do so in the
future. These views or reports may be communicated to our clients and clients of our affiliates. However, these views are subject to change from time to time. Moreover, other professionals who deal in markets relating to SOFR may at any time
have views that are significantly different from ours or those of our affiliates. For these reasons, you should consult information about SOFR and related interest rates from multiple sources, and you should not rely on the views expressed by
us or our affiliates.
Neither the offering of the Notes nor any views which we or our affiliates from time to time may express in the ordinary course of their businesses
constitutes a recommendation as to the merits of an investment in the Notes.
SOFR is a relatively new market index and as the related market continues to develop, there may be an adverse
effect on the return on or value of the Notes.
The Federal Reserve Bank of New York (the “NY Federal Reserve”) began to publish SOFR in April 2018. Although the NY Federal Reserve has also begun
publishing historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You should not rely on any historical changes or trends in SOFR as an indicator of the
future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on the Notes may fluctuate more
than floating rate securities that are linked to less volatile rates.
The Notes likely will have no established trading market when issued, and an established trading market may never develop or may not be very liquid.
Market terms for securities indexed to SOFR, such as the spread over the index reflected in interest rate provisions, may evolve over time, and the value of the Notes may be lower than those of later-issued SOFR-linked securities as a result.
Similarly, if SOFR does not prove to be widely used in securities like the Notes, the value of the Notes may be lower than those of securities linked to rates that are more widely used. You may not be able to sell the Notes at all or may not be
able to sell the Notes at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and
disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. There can be no guarantee that SOFR will not be
discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in
a reduction of the amount of interest payable on the Notes and a reduction in the value of the Notes.
The formula used to determine the Interest Rate on the Notes is relatively new in the market, and as the related
market continues to develop there may be an adverse effect on return on or value of the Notes.
The Interest Rate on the Notes is based on a formula used to calculate a daily compounded SOFR rate, which is relatively new in the market. For each Interest Payment Period, the Interest
Rate on the Notes is based on Compounded SOFR, calculated using the formula described in “Determination of Compounded SOFR” above. This Interest Rate will not be the SOFR rate published on or for a particular day during such Interest Payment
Period or an average of SOFR rates during such period nor will it be the same as the interest rate on other SOFR-linked notes that use an alternative formula to determine the interest rate. Also, if the SOFR rate for a particular day during an
Interest Payment Period is negative, inclusion of that rate in the calculation will reduce the Interest Rate for such Interest Payment Period; provided that in no event will the interest payable on the
Notes be less than the Minimum Interest Rate.
Additionally, market terms for notes linked to SOFR may evolve over time, and the value of the Notes may be lower than those of later-issued SOFR-linked
securities as a result. Similarly, if the formula to calculate daily compounded SOFR for the Notes does not prove to be widely used in other securities like the Notes, the trading price of the Notes may be lower than those of securities having a
formula more widely used. You may not be able to sell the Notes at all or may not be able to sell the Notes at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer
from increased pricing volatility and market risk.
The NY Federal Reserve (or a successor), as administrator of SOFR, may also make methodological or other changes that could change the value of SOFR,
including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In addition, the administrator may alter, discontinue
or suspend calculation or dissemination of SOFR (in which case a fallback method of determining interest rates on the notes will apply). The administrator has no obligation to consider the interests of holders of Notes when calculating,
adjusting, converting, revising or discontinuing SOFR.
The Interest Rate on the Notes will be determined using alternative methods if SOFR is no longer available, and
that may have an adverse effect on the return on and value of the Notes.
The terms of the Notes provide that if a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to SOFR, the Interest
Rate payable on the Notes will be determined using the next-available Benchmark Replacement. As described above, these replacement rates and spreads may be selected or formulated by (i) the Relevant Governmental Body (such as the Alternative
Reference Rates Committee of the NY Federal Reserve) (ii) the International Swaps and Derivatives Association, Inc. or (iii) in certain circumstances, us (or one of our affiliates). In addition, the terms of the Notes expressly authorize us (or
one of our affiliates) to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of Interest Payment Periods and the timing and frequency of determining rates and making payments of interest. The
interests of us (or our affiliate) in making the determinations described above may be adverse to your interests as a holder of the Notes.
The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, or
any implementation of a substitute, successor or alternative reference rate could result in adverse consequences to the Interest Rate payable on the Notes, which could adversely affect the return on, value of and market for the Notes. Further,
there is no assurance that the characteristics of any substitute, successor or alternative reference rate or Benchmark Replacement will be similar to SOFR or the then-current Benchmark that it is replacing, or that any Benchmark Replacement will
produce the economic equivalent of SOFR or the then-current Benchmark that it is replacing.
Tax-related Risks
The Notes will be treated as Variable Rate Debt Instruments for U.S. Federal Income Tax Purposes
The Notes will be treated as variable rate debt instruments for U.S. federal income tax purposes. Please see “Material United States Federal Income Tax Consequences” below for a more detailed
discussion. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your Notes in your particular circumstances.
In order to meet our payment obligations on the Notes, at the time we issue the Notes, we may choose to enter into certain hedging arrangements with one or more of our affiliates. The terms of these
hedging arrangements are determined based upon terms provided by our affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of SOFR, the tenor of the Notes and the
hedging arrangements. The economic terms of the Notes depend in part on the terms of these hedging arrangements.
The hedging arrangements may include hedging related charges, reflecting the costs associated with, and our affiliates’ profit earned from, these hedging arrangements. Since
hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these hedging transactions may be more or less than this amount.
For further information, see “Risk Factors” beginning on page PS-5 of this pricing supplement.
The following is a general discussion of the material United States federal income tax consequences of purchasing, owning and disposing of the Notes and is based upon the advice of Sidley Austin
LLP, our tax counsel. The following discussion supplements, and to the extent inconsistent supersedes, the discussions under “Material United States Federal Income Tax Consequences” in the accompanying prospectus and under “United States Federal
Taxation” in the accompanying prospectus supplement, and is not exhaustive of all possible tax considerations that may be relevant to a holder of Notes. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”) (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service
(“IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would
not sustain, a position contrary to any of the tax consequences described below. We have not sought a ruling from the IRS regarding any of the tax consequences described below. This summary does not include any description of federal non-income
tax laws, the tax laws of any state or local governments, or of any foreign government, that may be applicable to a particular holder of Notes.
This summary is directed solely to U.S. Holders (as defined in the accompanying prospectus supplement) that, except as otherwise specifically noted, will acquire the Notes upon original issuance and
will hold the Notes as capital assets, within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are not excluded from the discussion under “United States Federal Taxation” in the accompanying
prospectus supplement. This summary assumes that the issue price of the Notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
In the opinion of our tax counsel, Sidley Austin LLP, your Notes will be treated as variable rate debt instruments for U.S. federal income tax purposes. In particular, as described under “United
States Federal Taxation—U.S. Holders—Floating Rate Notes—Floating Rate Notes that Provide for a Single Variable Rate” in the accompanying prospectus supplement, the Notes provide for stated interest at a single qualified floating rate.
Accordingly, we intend to treat the Notes as variable rate debt instruments for U.S. federal income tax purposes and, in the opinion of Sidley Austin LLP, our tax counsel, the Notes will be treated as variable rate debt instruments for such
purposes.
A U.S. Holder will be required to include qualified stated interest payments in income in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes. Please see the
discussion under “United States Federal Taxation—U.S. Holders—Floating Rate Notes” in the accompanying prospectus supplement for more detailed information regarding the U.S. federal income tax treatment of your Notes as variable rate debt
instruments and the U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes.
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance Inc., will act as our Agent in connection with the offering of the Notes.
Subject to the terms and conditions contained in a distribution agreement between us and Jefferies LLC, the Agent has agreed to use its reasonable efforts to solicit purchases of the Notes. We have the right to accept offers to purchase Notes and
may reject any proposed purchase of the Notes. The Agent may also reject any offer to purchase Notes. We or Jefferies LLC will pay various discounts and commissions to dealers of $ per Note depending on market conditions.
We may also sell Notes to the Agent who will purchase the Notes as principal for its own account. In that case, the Agent will purchase the Notes at a price equal to the issue
price specified on the cover page of this pricing supplement, less a discount. The discount will equal the applicable commission on an agency sale of the Notes.
The Agent may resell any Notes it purchases as principal to other brokers or dealers at a discount, which may include all or part of the discount the Agent received from us. If
all the Notes are not sold at the initial offering price, the Agent may change the offering price and the other selling terms.
The Agent will sell any unsold allotment pursuant to this prospectus from time to time in one or more transactions in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time of time of sale, prices relating to the prevailing market prices or negotiated prices.
We may also sell Notes directly to investors. We will not pay commissions on Notes we sell directly.
The Agent, whether acting as agent or principal, may be deemed to be an “underwriter” within the meaning of the Securities Act. We have agreed to indemnify the Agent against
certain liabilities, including liabilities under the Securities Act.
If the Agent sells Notes to dealers who resell to investors and the Agent pays the dealers all or part of the discount or commission it receives from us, those dealers may also
be deemed to be “underwriters” within the meaning of the Securities Act.
The Agent is offering the Notes, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel, including the validity
of the Notes, and other conditions contained in the distribution agreement, such as the receipt by the Agent of officers’ certificates and legal opinions. The Agent reserves the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.
The Agent is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the Notes will conform to the requirements of FINRA Rule
5121. See “Conflict of Interest” below.
The Agent is not acting as your fiduciary or advisor solely as a result of the offering of the Notes, and you should not rely upon any communication from the Agent in connection
with the Notes as investment advice or a recommendation to purchase the Notes. You should make your own investment decision regarding the Notes after consulting with your legal, tax, and other advisors.
We expect to deliver the Notes against payment therefor in New York, New York on May 17, 2022, which will be the scheduled business day following the
initial pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, if the initial settlement of the Notes occurs more than two business days from a pricing date, purchasers who wish to trade the Notes more than two business days prior to the Original Issue Date will be required to specify
alternative settlement arrangements to prevent a failed settlement.
The Notes will be offered at a price equal to 100% of the Stated Principal Amount per Note until the initial pricing date. 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.
Jefferies LLC and any of our other broker-dealer affiliates may use this pricing supplement, the prospectus and the prospectus supplements for offers and sales in secondary
market transactions and market-making transactions in the Notes. However, they are not obligated to engage in such secondary market transactions and/or market-making transactions. Our affiliates may act as principal or agent in these
transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale.
Notice to Prospective Investors in the European Economic Area
This pricing supplement and the accompanying prospectus and prospectus supplement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This pricing supplement and the
accompanying prospectus and prospectus supplement have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under the
Prospectus Regulation (“EEA Qualified Investors”). Accordingly any person making or intending to make an offer in that Member State of Notes which are the subject of the offering contemplated in this pricing supplement and the accompanying
prospectus and prospectus supplement may only do so with respect to EEA Qualified Investors. Neither the issuers nor the Agent have authorized, nor do they authorize, the making of any offer of Notes other than to EEA Qualified Investors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS -– The Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, (a) a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation and (b) the expression “offer” includes the communication in any
form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
This pricing supplement and the accompanying prospectus and prospectus supplement is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”) (the "UK Prospectus Regulation"). This pricing supplement and the accompanying prospectus and prospectus supplement have been
prepared on the basis that any offer of Notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified Investors”). Accordingly any person making or intending to
make an offer in the United Kingdom of Notes which are the subject of the offering contemplated in this pricing supplement and the accompanying prospectus and prospectus supplement may only do so with respect to UK Qualified Investors. Neither
the issuers nor the Agent have authorized, nor do they authorize, the making of any offer of Notes other than to UK Qualified Investors.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, (a) a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the
United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129
as it forms part of domestic law in the United Kingdom by virtue of the EUWA and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the
“UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The communication of this pricing supplement and the accompanying prospectus and prospectus supplement relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom the Notes offered hereby are
only available to, and any investment or investment activity to which this pricing supplement and the accompanying prospectus and prospectus supplement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that
is not a relevant person should not act or rely on this pricing supplement and the accompanying prospectus and prospectus supplement or any of their contents.
Other Regulatory Restrictions in the United Kingdom
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated in
circumstances in which Section 21(1) of the FSMA does not apply to the issuers. All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the
United Kingdom.
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC, is a member of FINRA and will participate in the distribution of the Notes. Accordingly, the offering is subject to the
provisions of FINRA Rule 5121 relating to conflicts of interests and will be conducted in accordance with the requirements of Rule 5121. Jefferies LLC will not confirm sales of the Notes to any account over which it exercises discretionary
authority without the prior written specific approval of the customer.
The validity of the Notes is being passed on for us by Sidley Austin LLP, New York, New York.
The consolidated financial statements, and the related financial statement schedules, of Jefferies Group LLC and subsidiaries (the “Company”) incorporated by reference in this pricing supplement and the
effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements are
incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
$
Jefferies Group LLC
Senior Floating Rate Notes due
May 17, 2025
Linked toCompounded SOFR
PRICING SUPPLEMENT
, 2022