A. Description of the Investment Adviser The Investment Adviser, Jefferies Finance LLC, was formed under the laws of the State of Delaware on October 7, 2004. The Investment Adviser is a joint venture between (i) Jefferies Group LLC (together with its subsidiaries, collectively, “Jefferies Group”), a subsidiary of Jefferies Financial Group Inc., a publicly traded company (f/k/a Leucadia National Corporation) and the holding company for Jefferies LLC (“Jefferies LLC”), a global securities and investment banking firm, and (ii) Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual” and, together with Jefferies Group, the “JF Investors”). Each JF Investor owns, directly or indirectly, 50% of the equity in the Investment Adviser. MassMutual and Jefferies Group each contribute significant resources and infrastructure support to the Investment Adviser. The Investment Adviser is a finance company that underwrites and originates secured commercial loans. The Investment Adviser may also acquire secured commercial loans in the secondary market. The commercial loans originated or acquired by the Investment Adviser may include revolving credit loans and term loans, first lien or second lien loans, and asset-based loans and cash flow loans. A small portion of the Investment Adviser’s portfolio may also include bonds or other debt instruments and, in certain cases, equity instruments. The Investment Adviser will generally seek to sell a portion of the positions it originates or holds to other lenders, including Advisory Clients (as defined below). The Investment Adviser may act as an arranger and syndication agent for credit facilities and may also act as the administrative agent or collateral agent for credit facilities. The Investment Adviser may own some or all of the income notes of the Issuers, which represents the economic equity in Issuers (as defined below). The Investment Adviser owns certain other special purpose subsidiaries, some of which have entered into warehouse credit facilities with third-party lenders to finance their purchase of loans and other investments from the Investment Adviser. The Investment Adviser may own the equity of an issuer under future CLOs (as defined below). The Investment Adviser provides a range of investment strategies that seek to deliver attractive performance to our Advisory Clients, which include various pooled investment vehicles, private investment funds (collectively, the “Private Funds”) and certain separately managed accounts (“Separate Accounts”). In addition, the Investment Adviser acts as the collateral manager to several issuers (each an “Issuer” collectively, the “Issuers”, and together with the Private Funds and Separate Accounts, “Advisory Clients”) that have issued rated notes and non-rated “income” notes to qualified purchasers and non-U.S. persons under collateralized loan obligation transactions (each a “CLO”) and other structured investment vehicles. These notes are secured by a portfolio of senior secured loans and second lien loans, and a small amount of other debt investments, managed by the Investment Adviser. The terms of each CLO are set out in an indenture (collectively, the “Indentures”) among the applicable Issuer and trustee (the “Trustee”). For each CLO, the Investment Adviser and the related Issuer are parties to a collateral management agreement (collectively, the “Collateral Management Agreements”); the Investment Adviser, the related Issuer and Trustee are parties to a collateral administration agreement (collectively, the “Collateral Administration Agreements”). The terms of each CLO, including summaries of certain terms of the Indentures, the Collateral Management Agreements, the Collateral Administration Agreements and other transaction documents, are described in the Offering Circular (as defined below) of the applicable Issuer. The Investment Adviser may also serve as the investment manager, managing member or general partner to special purpose vehicles through which the Advisory Clients may invest. These vehicles are generally formed for tax, regulatory, economic or other purposes, including applicable investment restrictions. B. Description of the Advisory Services The Investment Adviser tailors our advisory services to the specific investment objectives and restrictions of each Advisory Client. Advisory Clients have investment restrictions that are particular to each Private Fund, Issuer or Separate Account, such as prohibitions on investing in certain types of assets (e.g., equity securities), restrictions on Issuer domiciles, restrictions on price or rating of investments, and limitations on the percentage a particular type of security or instrument can comprise of an Advisory Client’s investment portfolio. The Investment Adviser acts as collateral manager to certain Issuers pursuant to the Collateral Management Agreements and may act as collateral manager or investment adviser to additional Issuers in the future. In its capacity as collateral manager, the Investment Adviser (i) determines which commercial loans or other debt investments each Issuer may acquire (and whether such loans or other debt investments comply with the eligibility requirements and concentration limits under the Indentures), (ii) monitors and administrates, on an ongoing basis, any loans or other investments that are acquired by each Issuer, and (iii) monitors the Issuers’ compliance with the terms of the Indentures. In connection with these services, the Investment Adviser prepares periodic reports on behalf of the Issuers, with assistance of the Trustee pursuant to the Collateral Administration Agreements. These reports are distributed to the noteholders. Current and prospective Advisory Clients should refer to the applicable confidential private placement memorandum, offering circular or similar disclosure document (each, an “Offering Circular”), limited partnership agreement, limited liability company agreement, certificate or articles of incorporation, investment management agreement, subscription documents and other governing agreements (collectively with Offering Circulars, the “Governing Documents”) for complete information on the investment objectives, investment restrictions and risks. Prior performance, while illustrative of the Investment Adviser’s investment philosophy and experience, is not indicative of future performance and there is no assurance that any investment objectives will be achieved. C. Relying Advisers The Investment Adviser, or an affiliated entity of the Investment Adviser, serves as general partner, managing member, investment adviser, investment manager, collateral manager, sub-adviser or manager of each of its Advisory Clients. References to the Investment Adviser in this Brochure include, as the context requires, subsidiaries of Jefferies Finance LLC, through which the Investment Adviser provides investment advisory services or that act in any capacity referenced in the previous sentence, including Apex Credit Partners LLC, a limited liability company organized under the laws of the State of Delaware (“Apex”), JFIN Asset Management LLC, a limited liability company organized under the laws of the State of Delaware (“JFAM” and, together with Apex, the “Relying Advisers,” each a “Relying Adviser”). Each Relying Adviser is a wholly-owned subsidiary of Jefferies Finance LLC, and is subject to supervision and control by the Investment Adviser. Each Relying Adviser’s facilities and personnel are provided by Jefferies Finance LLC, and each serves or may serve as the collateral manager or portfolio manager to certain Advisory Clients. Jefferies Finance LLC is the sole and managing member of each Relying Adviser. D. Availability of Customized Services The Investment Adviser’s investment decisions and advice with respect to the Advisory Clients are subject to the restrictions as set forth in the applicable Governing Documents. The Investment Adviser, the Issuer, a Private Fund and their respective general partners, managers or other controlling entity, may generally enter into “side letters” or similar agreements pursuant to which certain investors are granted specific rights, benefits, or privileges that are not generally made available to other investors of the particular Issuer or a Private Fund. E. Wrap Fee Programs The Investment Adviser does not participate in wrap fee programs. F. Assets Under Management As of November 30, 2019, the Investment Adviser manages approximately $7,230,740,213 billion in assets on a discretionary basis and $489,053,932 on a non- discretionary basis. The regulatory AUM for the Investment Adviser at that time was approximately $7,719,794,145. please register to get more info

Open Brochure from SEC website
Pooled Investment Vehicles $6,880,740,214
Discretionary $7,230,740,213
Non-Discretionary $489,053,932
Registered Web Sites

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