Jefferies Financial Group (NYSE: JEF) backs Hildene and SILAC deal with $340M cash and added equity

Rhea-AI Filing Summary

Jefferies Financial Group Inc., through its subsidiary LAM Holdings, entered into a Contribution and Subscription Agreement to invest approximately $340,000,000 in newly issued equity of Hildene Holding Company, LLC, plus equity interests in Hildene Insurance Holdings valued at approximately $75,000,000 and certain revenue-share rights. After closing, Hildene will use Jefferies’ investment to fund a vehicle that will acquire SILAC, Inc., with LAM Holdings also able to invest up to $100,000,000 in convertible preferred equity of the acquisition vehicle.

Governance will be shared, with LAM Holdings and a new BRJ Investor having equal board representation at HHC and certain key actions requiring consent from both groups. Existing revenue-share and incentive arrangements will be restructured into new vehicles and profit-sharing plans for Hildene personnel, aligning compensation with HHC’s future performance.

Insights

Financials & Strategic Transactions Analyst

Jefferies commits over $400M of value to expand around Hildene and fund the SILAC acquisition structure.

Jefferies Financial Group, via LAM Holdings, is subscribing for new equity in Hildene Holding Company with approximately $340,000,000 in cash plus equity interests in Hildene Insurance Holdings valued at approximately $75,000,000, along with rights under an existing revenue-share agreement. This positions Jefferies as a larger economic partner in Hildene’s platform while helping finance the SILAC, Inc. acquisition through a dedicated SILAC Acquisition SPV.

The structure also gives LAM Holdings the option to invest up to $100,000,000 in convertible preferred equity of the SILAC Acquisition SPV, which converts into common equity no later than the third anniversary of the SILAC closing. Governance is balanced: LAM Holdings and the BRJ Investor will have equal board representation at HHC, and certain specified actions will require consent from both investor groups, indicating shared control rather than outright Jefferies dominance.

Economically, existing revenue-share and “lifetime” incentive rights are being replaced by a new special purpose vehicle and a management incentive entity, plus new annual and long-term profit-share plans at HHC. The actual financial impact will depend on the successful closing of the Transactions and the SILAC Acquisition, as both are subject to customary client consents, regulatory approvals, and an outside closing date, with standard termination rights if conditions are not met.

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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

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

New York	001-05721	13-2615557
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Madison Ave., New York, New York		10022
(Address of principal executive offices)		(Zip Code)

                                                                                                                                               
Registrant’s telephone number, including area code: 212-284-2300

(Former name or former address, if changed since last report)

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 provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $1.00 per		JEF		New York Stock Exchange
share 4.850% Senior Notes Due 2027		JEF 27A		New York Stock Exchange
5.875% Senior Notes Due 2028		JEF 28		New York Stock Exchange
2.750% Senior Notes Due 2032		JEF 32A		New York Stock Exchange
6.200% Senior Notes Due 2034		JEF 34		New York Stock Exchange

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 chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number	Exhibit
99.1	Press Release, dated December 8, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
	By:	/s/ Michael J. Sharp
	Name:	Michael J. Sharp
	Title:	Executive Vice President and General Counsel
Date: December 8, 2025

FAQ

What transaction did Jefferies Financial Group (JEF) announce involving Hildene?

Jefferies Financial Group Inc., through LAM Holdings, entered into a Contribution and Subscription Agreement with Hildene Holding Company, LLC under which Jefferies will subscribe for newly issued equity interests of HHC and participate in financing the acquisition of SILAC, Inc. through a SILAC Acquisition SPV.

How much is Jefferies investing under the Hildene agreement?

Jefferies will subscribe for HHC equity with cash of approximately $340,000,000, contribute equity interests in Hildene Insurance Holdings valued at approximately $75,000,000, and contribute certain rights under an existing revenue-share agreement. LAM Holdings may also invest up to $100,000,000 in convertible preferred equity of the SILAC Acquisition SPV.

What is the role of the SILAC Acquisition SPV in the Jefferies (JEF) deal?

Following closing, HHC will use proceeds from Jefferies’ investment to acquire equity interests in a newly formed SILAC Acquisition SPV, which will consummate the acquisition of SILAC, Inc.. The SPV may receive up to $100,000,000 of convertible preferred equity from LAM Holdings, which will convert into common equity no later than the third anniversary of the SILAC closing.

How will governance at Hildene Holding Company change after Jefferies’ investment?

Under an amended and restated operating agreement to be adopted at closing, LAM Holdings and the BRJ Investor will have equal board representation at HHC, and certain specified actions will require the consent of both investor groups, creating a shared governance framework.

What happens to existing revenue-share and incentive arrangements in the Hildene structure?

At closing, the existing revenue-share agreement among certain parties will terminate automatically. Certain rights to “lifetime” incentive compensation for Hildene-managed funds will be transferred to a new special purpose vehicle owned by the BRJ Investor and a new management incentive entity, and new annual and long-term profit-share plans will be implemented through new profits interests of HHC.

Are the Jefferies Hildene Transactions and SILAC acquisition already completed?

No. The closing of the Transactions is subject to customary conditions, including specified client consents, regulatory approvals, and readiness to close the SILAC Acquisition substantially contemporaneously, and the CSA includes customary termination rights if closing does not occur by an agreed outside date.