|
January 19, 2006 Filed pursuant to Rule 433 Registration Statement No. 333-130325 |
6.250% SENIOR DEBENTURES DUE 2036
Issuer:
|
Jefferies Group, Inc. | |
Issue:
|
Senior Debentures due 2036 | |
Ratings:
|
Baa1 by Moody’s Investor Service Inc. | |
| BBB by Standard & Poor’s Ratings Group | ||
| BBB+ by Fitch Ratings | ||
Format:
|
SEC Registered | |
Ranking:
|
Senior Unsecured | |
Offering Size:
|
$500,000,000 | |
Trade Date:
|
January 19, 2006 | |
Settlement Date:
|
January 26, 2006 | |
Final Maturity:
|
January 15, 2036 | |
Interest Payment Dates: |
Semi-annually on the 15th of each July and January | |
First Pay Date: |
July 15, 2006 | |
UST Spot (PX/Yield): |
5.875% UST due 2/2031 — 112-7+ (Price)/4.552% (Yield) | |
Spread to Benchmark: |
T30+ 175 basis points | |
Yield to Maturity: |
6.302% | |
Coupon:
|
6.250%, paid semi-annually (Fixed) | |
Issue Price (Price to Public): |
99.306% | |
Underwriting Discount: |
0.875% | |
Day Count Convention:
|
30/360 | |
Redemption at the issuer option:
|
Make Whole T+ 25 basis points | |
Minimum Denominations:
|
$5,000 and integral multiples of $1,000 in excess thereof | |
Billing & Delivering: |
Merrill Lynch, Pierce, Fenner
& Smith Incorporated |
|
Joint Book-Runners:
|
Jefferies & Company, Inc. | |
| Citigroup Global Markets Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
||
Co-Managers:
|
Banc of America Securities LLC | |
| BNY Capital Markets, Inc. | ||
| Keefe, Bruyette & Woods, Inc. | ||
| Wachovia Capital Markets, LLC | ||
| BNP Paribas Securities Corp. | ||
| HSBC Securities (USA) Inc. | ||
| SG Americas Securities, LLC |
The following table sets forth Jefferies Group, Inc.’s capitalization as of September 30, 2005
on an actual basis and as adjusted to give effect to the sale of the debentures.
| As of September 30, 2005 | ||||||||
| Actual | As adjusted | |||||||
| (unaudited, in thousands) | ||||||||
Long-Term Debt: |
||||||||
7.50% Senior Notes due 2007 |
$ | 99,947 | $ | 99,947 | ||||
7.75% Senior Notes due 2012 |
333,403 | 333,403 | ||||||
5.50% Senior Notes due 2016 |
348,093 | 348,093 | ||||||
6.25% Senior Debentures due 2036 offered hereby |
– | 500,000 | ||||||
Total Long-Term Debt |
781,443 | 1,281,443 | ||||||
Total Stockholders’ Equity |
1,201,860 | 1,201,860 | ||||||
Total Capitalization(1) |
$ | 1,983,303 | $ | 2,483,303 | ||||
| (1) On January 18, 2006, we announced that Massachusetts Mutual Life Insurance Company, or MassMutual, had agreed, subject to final documentation and conditions to closing, to purchase $125.0 million of our Series A Cumulative Convertible Preferred Stock. Total Capitalization above does not reflect the sale of the Series A Cumulative Convertible Preferred Stock to MassMutual. |
This communication is intended for the sole use of the person to whom it is provided
by us.
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling toll-free:
MERRILL LYNCH 1-800-248-3580
CITIGROUP 1-800-248-3580