Obbligazione Jeffries & Co. 3% ( US47233JCY29 ) in USD

Jeffries & Co.

100 USD ▲

Stati Uniti

US47233JCY29 ( in USD )

3% per anno ( pagato 2 volte l'anno)

28/02/2035

Prospetto opuscolo dell'obbligazione Jefferies Group US47233JCY29 en USD 3%, scadenza 28/02/2035

1 000 USD

7 263 000 USD

47233JCY2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

28/02/2026 ( In 171 giorni )

Jefferies Group LLC è una banca d'investimento globale che offre servizi di intermediazione, gestione patrimoniale e ricerca finanziaria a clienti istituzionali e privati.

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JCY29, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/02/2035

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JCY29, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JCY29, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d859959d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-229494 and 333-229494-01
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
Senior Fixed Rate 15-Year Step-Up Callable Notes due February 28, 2035

$7,263,000

$942.74

(1)
Calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PRI CI N G SU PPLEM EN T
(to Prospectus dated February 1, 2019)
$ 7 ,2 6 3 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed Rate 15-Year Step-Up Callable Notes due February 28, 2035

We have the right to redeem the Notes, in whole or in part, on each Optional Redemption Date. Subject to our redemption right, the amount of interest payable on
the Notes will be (i) 3.00% from and including the Original Issue Date to, but excluding, February 28, 2026, (ii) 4.00% from and including February 28, 2026 to, but
excluding, February 28, 2031 and (iii) 5.00% from and including February 28, 2031 to, but excluding, the stated maturity date (February 28, 2035). All payments on
the Notes, including the repayment of principal, are subject to the credit risk of Jefferies Group LLC.
SU M M ARY OF T ERM S

I ssue rs:
Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned subsidiary.

T it le of t he N ot e s:
Senior Fixed Rate 15-Year Step-Up Callable Notes due February 28, 2035.

Aggre ga t e Princ ipa l Am ount :
$7,263,000. We may increase the Aggregate Principal Amount prior to the Original Issue Date but are
not required to do so.

I ssue Pric e :
$1,000 per Note (100%)

Pric ing Da t e :
February 25, 2020

Origina l I ssue Da t e :
February 28, 2020 (3 Business Days after the Pricing Date)

M a t urit y Da t e :
February 28, 2035, subject to our redemption right.

I nt e re st Ac c rua l Da t e :
February 28, 2020

I nt e re st Ra t e :
3.00%, from and including the Original Issue Date to, but excluding, February 28, 2026.
4.00%, from and including February 28, 2026 to, but excluding, February 28, 2031. 5.00%, from and
including February 28, 2031 to, but excluding, February 28, 2035.

I nt e re st Pa ym e nt Pe riod:
Semi-annual (from and including the 28th calendar day of each February and August to, but excluding,
the 28th calendar day of the month occurring six months following such month, beginning February 28,
2020)

I nt e re st Pa ym e nt Da t e s:
Each February 28 and August 28, beginning August 28, 2020.

Da y-Count Conve nt ion:
30/360 (ISDA). Please see "The Notes" below.

Re de m pt ion:
We will have the right to redeem the Notes, in whole or in part, on each Optional Redemption Date and
pay to you 100% of the stated principal amount per Note plus accrued and unpaid interest to, but
excluding, such Optional Redemption Date. If we elect to redeem the Notes, we will give you notice at
least 5 Business Days before the date of such redemption.

Opt iona l Re de m pt ion Da t e s:
February 28, 2026 and February 28, 2031

Spe c ifie d Curre nc y:
U.S. dollars

CU SI P/I SI N :
47233JCY2 / US47233JCY29

Book -e nt ry or Ce rt ific a t e d N ot e :
Book-entry

https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
Busine ss Da y:
New York. If any Interest Payment Date, any Optional Redemption 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.

Age nt :
Jefferies LLC, a wholly-owned subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group
Capital Finance Inc. See "Supplemental Plan of Distribution."

T rust e e :
The Bank of New York Mellon

U se of Proc e e ds:
General corporate purposes

List ing:
None

Conflic t of I nt e re st :
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."
The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.
I nve st ing in t he N ot e s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors" se c t ion be ginning on pa ge PS-2 of t his pric ing
supple m e nt .

PER N OT E
T OT AL
Public Offering Price

100%
$7,263,000
Underwriting Discounts and Commissions

1.50%
$ 108,945
Proceeds to Jefferies Group LLC (Before Expenses)

98.50%
$7,154,055

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se
se c urit ie s or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us or e it he r prospe c t us supple m e nt is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry form only through The Depository Trust Company on or about February 28, 2020 against payment in immediately available
funds.
J e ffe rie s
Pricing supplement dated February 25, 2020.
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us a nd prospe c t us supple m e nt ,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low , be fore you de c ide t o inve st .

Prospectus supplement dated February 1, 2019

Prospectus dated February 1, 2019
Table of Contents
T ABLE OF CON T EN T S

PAGE
PRI CI N G SU PPLEM EN T

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
PS-ii
THE NOTES
PS-1
RISK FACTORS
PS-2
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PS-3
SUPPLEMENTAL PLAN OF DISTRIBUTION
PS-4
CONFLICT OF INTEREST
PS-6
LEGAL MATTERS
PS-7
EXPERTS
PS-8

Y ou should re ly only on t he inform a t ion c ont a ine d in or inc orpora t e d by re fe re nc e in t his pric ing supple m e nt a nd
t he a c c om pa nying prospe c t us a nd prospe c t us supple m e nt s. We ha ve not a ut horize d a nyone t o provide you w it h
diffe re nt inform a t ion. We a re not m a k ing a n offe r of t he se se c urit ie s in a ny st a t e w he re t he offe r is not pe rm it t e d.
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his pric ing supple m e nt or t he a c c om pa nying
prospe c t us is a c c ura t e a s of a ny da t e la t e r t ha n t he da t e on t he front of t his pric ing supple m e nt .

PS-i
Table of Contents
SPECI AL N OT E ON FORWARD-LOOK I N G ST AT EM EN T S
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, 2019 filed with the U.S. Securities and Exchange Commission, or the SEC, on January 29, 2020 (the "Annual Report
on Form 10-K"). 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.

PS-ii
Table of Contents
T H E N OT ES
The Notes offered are our debt securities. 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 dated February 1, 2019 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, any Optional Redemption 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.
"30/360 (ISDA)" means the number of days in the Interest Payment Period in respect of which payment is being made divided by 360,
calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions published by the International Swaps
and Derivatives Association, without regard to any subsequent amendments or supplements:

[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360
w he re :
"Y1" is the year, expressed as a number, in which the first day of the Interest Payment Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Payment Period
falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Payment Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest
Payment Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Payment Period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Payment Period, unless
such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

PS-1
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
Table of Contents
RI SK FACT ORS
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 on Form 10-K, you should consider carefully
the following factors before deciding to purchase the Notes.
Risk s Assoc ia t e d w it h t he Offe ring
We may redeem the Notes, in which case you will receive no further interest payments.
We retain the option to redeem the Notes, in whole or in part, on each Optional Redemption Date on at least 5 Business Days' prior
notice. It is more likely that we will redeem the Notes in whole prior to their stated maturity date to the extent that the interest payable on
the Notes is greater than the interest that would be payable on our other instruments of a comparable maturity, terms and credit rating
trading in the market. If the Notes are redeemed, in whole or in part, prior to their stated maturity date, you will receive no further interest
payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.
The price at which the Notes may be resold may be substantially less than the amount for which they were originally purchased.
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 U.S. interest rates,
(ii) any actual or anticipated changes in our credit ratings or credit spreads and (iii) time remaining to maturity.
The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary
market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which Jefferies LLC would be willing to
purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since
secondary market prices are likely to exclude commissions paid with respect to the Notes and the cost of hedging our obligations under
the Notes that will be included in the original issue price. The cost of hedging includes the projected profit that our subsidiaries may realize
in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be
reduced by the costs of unwinding the related hedging transactions. In addition, any secondary market prices may differ from values
determined by pricing models used by Jefferies LLC, as a result of dealer discounts, mark-ups or other transaction costs.
The Notes will not be listed on any securities exchange and secondary trading may be limited.
The Notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Notes. Jefferies LLC
may, but is not obligated to, make a market in the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow
you to trade or sell the Notes easily, and any redemption by us in part but not in whole may further reduce any liquidity in the Notes that
may exist at that time. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the
Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Jefferies LLC is willing to
transact. If at any time Jefferies LLC were not to make a market in the Notes, it is likely that there would be no secondary market for the
Notes. You will have no right to require us to redeem the Notes prior to their maturity on February 28, 2035. Accordingly, you should be
willing to hold your Notes to maturity.

PS-2
Table of Contents
M AT ERI AL U N I T ED ST AT ES FEDERAL I N COM E T AX CON SEQU EN CES
The following discussion supplements the discussion in the prospectus supplement dated February 1, 2019 under the heading "United
States Federal Taxation" and supersedes it to the extent inconsistent therewith. The following discussion (in conjunction with the
discussion in the prospectus supplement dated February 1, 2019) summarizes certain of the material U.S. federal income tax
consequences of the purchase, beneficial ownership, and disposition of the Notes.
In the opinion of Sidley Austin LLP, as of the Original Issue Date, the notes should not be treated as issued with "original issue discount"
("OID") despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations
generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining
whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the
increase in the interest rate on February 28, 2026, and therefore the notes should be treated as maturing on such date for OID purposes.
The same analysis would apply to the increase in the interest rate on February 28, 2031. This assumption is made solely for purposes of
determining whether the notes are issued with OID for U.S. federal income tax purposes and is not an indication of our intention to call or
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for OID purposes, the
notes will be deemed to be reissued at their adjusted issue price on either February 28, 2026 or February 28, 2031, respectively. This
deemed issuance should not give rise to taxable gain or loss to U.S. Holders.
Under this approach, interest on a note will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in
accordance with the U.S. Holder's normal method of accounting for tax purposes (regardless of whether we call the notes). Upon the
disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or otherwise) or other
disposition, a U.S. Holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on
the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. Holder's
adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal the cost of the note to the U.S. Holder.
The deductibility of capital losses is subject to significant limitations. See "United States Federal Taxation--U.S. Holders--Payments of
Stated Interest" and "United States Federal Taxation--U.S. Holders--Discount Notes--Notes Subject to Early Redemption" in the
prospectus supplement dated February 1, 2019.
Prospective purchasers are urged to consult their own tax advisors regarding the federal, state, local and other tax consequences to them
of an investment in the Notes.
The discussion in the preceding paragraphs under "Material United States Federal Income Tax Consequences," and, notwithstanding
anything to the contrary contained therein, the discussion contained in the section entitled "United States Federal Taxation" in the
accompanying prospectus supplement dated February 1, 2019, insofar as such discussions purport to describe provisions of U.S. federal
income tax laws or legal conclusions with respect thereto, constitutes the full opinion of Sidley Austin LLP regarding the material U.S.
federal tax consequences of an investment in the Notes.

PS-3
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
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 $15.00 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
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
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 may deliver the Notes against payment therefor in New York, New York on a date that is more than two business days following the
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 the 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.
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.

PS-4
Table of Contents
None of this pricing supplement, the accompanying prospectus or the prospectus supplement is a prospectus for the purposes of the
Prospectus Regulation (as defined below).
Prohibit ion of Sa le s t o EEA Re t a il I nve st ors--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 European Economic Area ("EEA"). For these purposes,
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"); or (ii) a customer within the meaning of Directive (EU) 2016/97, 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. 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.
This pricing supplement, the accompanying prospectus and the prospectus supplement have been prepared on the basis that any offer of
Notes in any Member State of the EEA will only be made to a legal entity which is a qualified investor under the Prospectus Regulation
("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, the accompanying prospectus and the prospectus supplement may only do so with
respect to Qualified Investors. Neither the issuers nor the Agent have authorized, nor do they authorize, the making of any offer of Notes
other than to Qualified Investors. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

PS-5
Table of Contents
CON FLI CT OF I N T EREST
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.

PS-6
Table of Contents
LEGAL M AT T ERS
In the opinion of Sidley Austin LLP, as counsel to the issuers, when the Notes offered by this pricing supplement have been executed and
issued by the issuers and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein,
such Notes will be valid and binding obligations of the issuers, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State
of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act as in effect on the
date hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the
indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated February 1, 2019,
which has been filed as Exhibit 5.2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on February 1, 2019.

PS-7
Table of Contents
EX PERT S
The consolidated financial statements, and the related financial statement schedules, of Jefferies Group LLC and subsidiaries incorporated
herein by reference to the Annual Report on Form 10-K, and the effectiveness of Jefferies Group LLC and subsidiaries' internal control
over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been
so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Jefferies Finance LLC and Subsidiaries incorporated herein by reference to Jefferies Group LLC's
Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

PS-8
Table of Contents

$ 7 ,2 6 3 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed Rate 15-Year Step-Up Callable Notes due
https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

424B2
February 28, 2035

PRI CI N G SU PPLEM EN T

February 25, 2020

https://www.sec.gov/Archives/edgar/data/1084580/000119312520051986/d859959d424b2.htm[2/27/2020 1:40:08 PM]

Document Outline

#1">
- #1">