Jefferies Financial Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$JEF
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 5, 2025
(Exact name of registrant as specified in its charter)
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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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
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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
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Item 8.01.
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Other Events.
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On December 5, 2025, Leucadia Asset Management Holdings LLC (“LAM Holdings”), a wholly owned subsidiary of Jefferies Financial Group Inc. (the
“Company”), entered into a Contribution and Subscription Agreement (the “CSA”) with Hildene Holding Company, LLC (“HHC”), the parent of Hildene Capital Management, LLC and its affiliates (“Hildene”).
Overview of Transactions. The CSA provides for certain transactions (collectively, the “Transactions”) under which (i) Jefferies will subscribe for newly
issued equity interests of HHC in exchange for (A) cash of approximately $340,000,000, (B) the contribution to HHC of equity interests in Hildene Insurance Holdings, LLC valued at approximately $75,000,000, and (C) the contribution of certain
rights under an existing revenue‑share agreement; and (ii) Brett Jefferson and certain affiliates of Mr. Jefferson will make a concurrent investment into HHC through a newly formed feeder vehicle (the “BRJ Investor”). Immediately following the
closing, HHC will use the proceeds of the Jefferies investment to acquire equity interests in a newly formed vehicle (the “SILAC Acquisition SPV”) that will consummate the acquisition of SILAC, Inc. (the “SILAC Acquisition”). To the extent the
SILAC Acquisition SPV requires additional capital to complete the SILAC Acquisition, LAM Holdings may also invest up to $100,000,000 in convertible preferred equity of the SILAC Acquisition SPV. Such convertible preferred equity of the SILAC
Acquisition SPV will convert into common equity of the SILAC Acquisition SPV no later than the third anniversary of the closing of the SILAC Acquisition.
Governance and Economics. Under the amended and restated operating agreement of HHC to be adopted at closing, among other things: (i) LAM Holdings
and the BRJ Investor will have equal board representation; and (ii) specified actions will require the consent of both investor groups.
Conditions; Timing; Termination. The closing of the Transactions is subject to customary closing conditions, including receipt of specified client
consents, receipt of specified regulatory approvals, and the readiness of the parties to close the SILAC Acquisition substantially contemporaneously with the closing. The CSA contains customary termination rights, including if the closing has not
occurred by an outside date.
Other Arrangements. At the closing, the existing revenue‑share agreement among certain of the parties will terminate automatically, certain rights
to “lifetime” incentive compensation with respect to certain Hildene-managed funds will be transferred to a newly formed special purpose vehicle owned by the BRJ Investor and a newly formed management incentive entity. The CSA also contemplates new
compensation arrangements for Hildene personnel, including an annual profit‑share and a long‑term profit‑share plan to be implemented through new profits interests of HHC.
On December 8, 2025, Jefferies Financial Group Inc. issued a press release describing the Transactions. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Number
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Exhibit
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Press Release, dated December 8, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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. | ||
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By:
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/s/ Michael J. Sharp
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Name:
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Michael J. Sharp
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Title:
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Executive Vice President and General Counsel
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Date: December 8, 2025
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