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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jefferies Financial Group Inc | NYSE:JEF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.19 | 0.42% | 45.84 | 45.86 | 45.23 | 45.37 | 778,772 | 21:00:20 |
Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Index Linked Notes
|
Market Linked Notes—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Notes Linked to the S&P 500® Index due December 2, 2027
|
■ Linked to the
S&P 500® Index
■ Potential
for a positive return at maturity based on the performance of the Index from its starting level to its ending level. The maturity payment amount will reflect the following terms:
■ If the level of the Index increases, you will receive the
principal amount plus a positive return equal to 200% of the percentage increase in the level of the Index from the starting level, subject to a maximum return at maturity of at least 50.00% (to be determined on the pricing date) of the
principal amount. As a result of the maximum return, the maximum maturity payment amount will be at least $1,500.00
■ If the level of the Index decreases, you will receive the
principal amount, but you will not receive any positive return on your investment
■ Repayment of principal at
maturity regardless of Index performance (subject to our credit risk)
■ All payments
on the notes are subject to our credit risk, and you will have no ability to pursue any securities included in the Index for payment; if we default on our obligations under the notes, you could lose some or all of your investment
■ No periodic interest payments or
dividends
■ No exchange listing; designed to be held to maturity
|
Original Offering Price
|
Agent Discount(1)(2)
|
Proceeds to the Issuer
|
|
Per Note
|
$1,000.00
|
$43.70
|
$956.30
|
Total
|
(1) |
Wells Fargo Securities, LLC is the agent for the distribution of the notes and is acting as principal. See “Terms of the Notes—Agent” and “Estimated Value of the Notes” in this pricing supplement for further
information.
|
(2) |
In respect of certain notes sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $1.50 per note to
selected securities dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Terms of the Notes
|
Issuer:
|
Jefferies Financial Group Inc.
|
||
Market Measure:
|
S&P 500® Index (the “Index”).
|
||
Pricing Date*:
|
November 29, 2022.
|
||
Issue Date*:
|
December 2, 2022.
|
||
Original Offering
Price:
|
$1,000 per note.
|
||
Principal Amount:
|
$1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000.
|
||
Maturity Payment
Amount:
|
On the stated maturity date, you will be entitled to receive a cash payment per note in U.S. dollars equal to the maturity payment amount. The “maturity payment amount”
per note will equal:
• if the ending level is greater than the starting level: $1,000 plus the
lesser of:
(i) $1,000 × index return × upside participation rate; and
(ii) the maximum return; or
• if the ending level is less than or equal to the starting level: $1,000
|
||
Stated Maturity
Date*:
|
December 2, 2027, subject to postponement. The notes are not subject to redemption by us or repayment at the option of any holder of the notes prior to the stated maturity
date.
|
||
Starting Level:
|
, the closing level of the Index on the pricing date.
|
||
Closing Level:
|
Closing level has the meaning set forth under “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions” in the accompanying product
supplement.
|
||
Ending Level:
|
The “ending level” will be the closing level of the Index on the calculation day.
|
||
Maximum Return:
|
The “maximum return” will be determined on the pricing date and will be at least 50.00% of the principal amount per note ($500.00 per note). As a result of the
maximum return, the maximum maturity payment amount will be at least $1,500.00 per note.
|
||
Upside
Participation Rate:
|
200%.
|
||
Index Return:
|
The “index return” is the percentage change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Calculation Day*:
|
November 24, 2027, subject to postponement.
|
||
Market Disruption
Events and
Postponement
Provisions:
|
The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be
postponed if the calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Notes—Consequences of a Market Disruption Event;
Postponement of a Calculation Day—Notes Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event,
see “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” in the accompanying product supplement.
|
||
Calculation Agent:
|
Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
|
||
Material Tax
Consequences:
|
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes, see “Supplemental Discussion of
U.S. Federal Income Tax Consequences.”
|
||
Agent:
|
Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive an agent discount of up to $43.70 per note. The agent may
resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of $25.00 per note. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the
retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay $1.20 per note of the underwriting discount to WFA
as a distribution expense fee for each note sold by WFA.
In addition, in respect of certain notes sold in this offering, Jefferies LLC may pay a fee of up to $1.50 per note to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the notes to other securities dealers.
The agent, Jefferies LLC and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent
they assume the risks inherent in hedging our obligations under the notes. If WFS or any other dealer participating in the distribution of the notes or any of their affiliates conduct hedging activities for us in connection with the notes,
that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection
with the sale of the notes to you.
|
||
Denominations:
|
$1,000 and any integral multiple of $1,000.
|
||
CUSIP:
|
47233WAD1
|
* |
To the extent that we make any change to the expected pricing date or expected issue date, the calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the notes
remains the same.
|
Additional Information about the Issuer and the Notes
|
• |
Product Supplement No. 3 dated November 3, 2022:
|
• |
Prospectus Supplement dated November 1, 2022 and Prospectus dated June 4, 2020:
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Estimated Value of the Notes
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Investor Considerations
|
■ |
seek exposure to any upside performance of the Index, without exposure to any decline in the Index, by:
|
□ |
seeking 200% leveraged exposure to the upside performance of the Index if the ending level is greater than the starting level, subject to the maximum return at maturity of at least 50.00% (to be determined on the pricing date) of the
principal amount; and
|
□ |
providing for the repayment of the principal amount at maturity regardless of the performance of the Index;
|
■ |
are willing to forgo interest payments on the notes and dividends on the securities included in the Index; and
|
■ |
are willing to hold the notes until maturity.
|
■ |
seek a liquid investment or are unable or unwilling to hold the notes to maturity;
|
■ |
seek certainty of receiving a positive return on their investment;
|
■ |
seek uncapped exposure to the upside performance of the Index;
|
■ |
are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;
|
■ |
seek current income;
|
■ |
are unwilling to accept the risk of exposure to the Index;
|
■ |
seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the notes;
|
■ |
are unwilling to accept our credit risk, to obtain exposure to the Index generally, or to the exposure to the Index that the notes provide specifically; or
|
■ |
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Determining Payment at Stated Maturity
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Selected Risk Considerations
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
• |
Investing In The Notes Is Not The Same As Investing In The Index. Investing in the notes is not equivalent to investing in the Index. As an investor in the
notes, your return will not reflect the return you would realize if you actually owned and held the securities included in the Index for a period similar to the term of the notes because you will not receive any dividend payments,
distributions or any other payments paid on those securities. As a holder of the notes, you will not have any voting rights or any other rights that holders of the securities included in the Index would have.
|
• |
Historical Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of The Notes.
|
• |
Changes That Affect The Index May Adversely Affect The Value Of The Notes And The Maturity Payment Amount.
|
• |
We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.
|
• |
We And Our Subsidiaries Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
• |
The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the notes. JFSI,
a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the notes. As calculation agent, JFSI will determine any values of the Index and make any other determinations necessary to calculate any
payments on the notes. In making these determinations, JFSI may be required to make discretionary judgments that may adversely affect any payments on the notes. See the sections entitled “General Terms of the Notes— Certain Terms for Notes
Linked to an Index—Market Disruption Events,”—Adjustments to an Index” and “—Discontinuance of an Index” in the accompanying product supplement. In making these discretionary judgments, the fact that JFSI is our subsidiary may cause it to
have economic interests that are adverse to your interests as an investor in the notes, and JFSI’s determinations as calculation agent may adversely affect your return on the notes.
|
• |
Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the notes and may adversely affect the level of the Index.
|
• |
Business activities of our subsidiaries or any participating dealer or its affiliates with the companies whose securities are included in the Index may adversely affect the level of
the Index.
|
• |
Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of the Index.
|
• |
Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of the Index.
|
• |
A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee,
creating a further incentive for the participating dealer to sell the notes to you.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Hypothetical Examples and Returns
|
Upside Participation Rate:
|
200.00%
|
||
Hypothetical Maximum Return:
|
50.00% or $500.00 per note (the lowest possible maximum return that may be determined on the pricing date)
|
||
Hypothetical Starting Level:
|
100.00
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Hypothetical
ending level
|
Hypothetical
index return(1)
|
Hypothetical
maturity payment
amount per note
|
Hypothetical
pre-tax total
rate of return(2)
|
200.00
|
100.00%
|
$1,500.00
|
50.00%
|
175.00
|
75.00%
|
$1,500.00
|
50.00%
|
150.00
|
50.00%
|
$1,500.00
|
50.00%
|
140.00
|
40.00%
|
$1,500.00
|
50.00%
|
130.00
|
30.00%
|
$1,500.00
|
50.00%
|
125.00
|
25.00%
|
$1,500.00
|
50.00%
|
120.00
|
20.00%
|
$1,400.00
|
40.00%
|
110.00
|
10.00%
|
$1,200.00
|
20.00%
|
105.00
|
5.00%
|
$1,100.00
|
10.00%
|
102.50
|
2.50%
|
$1,050.00
|
5.00%
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
97.50
|
-2.50%
|
$1,000.00
|
0.00%
|
95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
70.00
|
-30.00%
|
$1,000.00
|
0.00%
|
60.00
|
-40.00%
|
$1,000.00
|
0.00%
|
50.00
|
-50.00%
|
$1,000.00
|
0.00%
|
25.00
|
-75.00%
|
$1,000.00
|
0.00%
|
0.00
|
-100.00%
|
$1,000.00
|
0.00%
|
(1) |
The index return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by
starting level).
|
(2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per note to the principal amount of $1,000.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
|
S&P 500® Index
|
|
Hypothetical starting level:
|
100.00
|
|
Hypothetical ending level:
|
105.00
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
5.00%
|
(i) |
$1,000 × index return × upside participation rate
|
(ii) |
the maximum return of $500.00
|
S&P 500® Index
|
||
Hypothetical starting level:
|
100.00
|
|
Hypothetical ending level:
|
150.00
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
50.00%
|
(i) |
$1,000 × index return × upside participation rate
|
(ii) |
the maximum return of $500.00
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
S&P 500® Index
|
||
Hypothetical starting level:
|
100.00
|
|
Hypothetical ending level:
|
50.00
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
-50.00%
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
The S&P 500® Index
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
|
◾ |
a dealer in securities or currencies;
|
◾ |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
|
◾ |
a bank;
|
◾ |
a life insurance company;
|
◾ |
a tax exempt organization;
|
◾ |
a partnership;
|
◾ |
a regulated investment company;
|
◾ |
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
|
◾ |
a common trust fund;
|
◾ |
a person that owns a security as a hedge or that is hedged against interest rate risks;
|
◾ |
a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
|
◾ |
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the notes,
including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
|
◾ |
a citizen or resident of the United States;
|
◾ |
a domestic corporation;
|
◾ |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
◾ |
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
Accrual Period
|
Interest Deemed to Accrue
During Accrual Period (per
$1,000 note)
|
Total Interest Deemed to
Have Accrued from Original
Issue Date (per $1,000 note)
as of End of Accrual Period
|
through December 31, 2022
|
||
January 1, 2023 through December 31, 2023
|
||
January 1, 2024 through December 31, 2024
|
||
January 1, 2025 through December 31, 2025
|
||
January 1, 2026 through December 31, 2026
|
||
January 1, 2027 through
|
The comparable yield and projected payment schedule are not provided to you for any purpose other than the determination of your interest accruals in respect of your notes,
and we make no representation regarding the amount of contingent payments with respect to your notes.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
◾ |
a nonresident alien individual;
|
◾ |
a foreign corporation; or
|
◾ |
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.
|
◾ |
a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
|
◾ |
certain former citizens or residents of the United States; or
|
◾ |
a holder for whom income or gain in respect of the notes is effectively connected with the conduct of a trade or business in the United States.
|
Market Linked Securities—Leveraged Upside Participation to a Cap
and Principal Return at Maturity
Principal at Risk Securities Linked to the S&P 500® Index due December 2, 2027
|
LEGAL MATTERS
|
1 Year Jefferies Financial Chart |
1 Month Jefferies Financial Chart |
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