Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Jefferies Financial Group Inc. (JFG) at 'BBB' and the Short-Term IDR at 'F3'.

The Rating Outlook remains Positive.

Key Rating Drivers

IDR, SENIOR DEBT AND PREFERRED STOCK

The Positive Outlook on JFG's ratings continues to reflect its improving franchises in core investment banking (IB) activities, expansion of balance sheet-light, more stable and higher-margin revenue streams, and good strategic execution, while adequately managing associated risks. The Positive Outlook also reflects Fitch's expectation for continued monetizations in JFG's legacy merchant banking portfolio and reduction of its debt. However, Fitch notes that current cyclical industry headwinds could adversely affect earnings strength over the near to medium term, and will move any positive rating potential toward the latter part of Fitch's 12-24-month Outlook horizon from when the Outlook was revised in January 2022.

The affirmation reflects JFG's established franchise in IB and capital markets, full-service capabilities as an IB and institutional brokerage firm, enhanced performance stability and consistently conservative leverage and liquidity positions. JFG's liquidity and leverage profiles help offset risks from the lower liquidity of the remaining legacy merchant banking portfolio. Fitch views favorably management's continued execution of its strategy to simplify the firm and generate more consistent earnings over time. Effective Nov. 1, 2022, Jefferies Group, Inc. was merged into JFG, thereby simplifying the corporate structure and improving financial transparency. JFG has also reduced its legacy merchant banking portfolio to approximately $1 billion following the sale of Idaho Timber and spin-off of Vitesse Energy, Inc.

JFG's ratings remain constrained by the inherent earnings variability in IB, reliance on short-term secured funding and elevated operational risk associated with the securities firm business model.

Revenue volatility is an inherent constraint on the business model of securities firms, as trading and capital markets businesses are transactional and mostly cyclical. JFG's consolidated FY22 (ended Nov. 30, 2022) net revenues of $6.0 billion were down 25% from the prior year's historically high level, reflecting reduced industry activity and a slowdown in new issue offerings. FY21 had been a record year for JFG as its IB and capital markets revenues benefited from an accommodative environment and improved market shares.

Despite relatively tough market conditions in 2022, pre-tax ROAE was 10.1%, down from 22.5% in FY21, and 11.2% in FY20, but was just above the upper-end of Fitch's 'bbb' category benchmark range of 5% to 10% for securities firms with high balance sheet usage. Fitch believes that macro-economic environment headwinds, including the likelihood of recessions in the eurozone and U.S., will negatively weigh on business conditions for JFG and its peers in 2023. Fitch expects issuance volumes to remain muted in the coming year as short-term rates move higher, delaying debt issuance plans, and as recessionary pressures dampen investor appetite for IPOs or follow-on offerings. Fitch also expects M&A volumes will remain lower as transaction financing becomes more expensive. Fitch believes these market conditions will hamper JFG's ability to sustain profitability levels at the upper end of Fitch's 'bbb' benchmark range.

JFG maintains a conservative leverage and liquidity profile. Net adjusted leverage, defined by Fitch as tangible assets excluding securities borrowed and reverse repurchase agreements, divided by tangible common equity (TCE), was 5.0x at Aug. 31, 2022, which is consistent with historical levels. This ratio is strong relative to Fitch's 'bbb' category quantitative leverage benchmark range of 10x to 15x for balance sheet-intensive securities firms. Fitch expects JFG to sustain conservative leverage ratios, with most earnings growth to be achieved through less balance sheet intensive IB revenues. Holding company liquidity also remained strong, at $1.7 billion at Aug. 31, 2022, which compared with $688 million principal of outstanding parent company debt. JFG expects to repay the October 2023 maturity of $441 million with balance sheet cash.

JFG mitigates the risks of its market-sensitive, primarily wholesale, short-term, secured funding profile by maintaining a strong liquidity position. Cash and equivalents as a percentage of total assets were 17.2% at Aug. 31, 2022, slightly down from 17.8% at FYE21. The coverage of total assets minus less liquid and illiquid assets over short-term funding (including repo funding, securities loaned, securities sold, short-term bank loans and current portion of long-term debt) was a solid 207%. This is above the four-year average of 204% and Fitch's 'bbb' benchmark range of 100% to 150% for balance sheet-intensive securities firms.

JFG demonstrated a strong ability to manage its trading risks during FY22 and FY21, as evidenced by a limited number of trading loss days and generally low losses on those days. Fitch-stressed VaR, which is calculated as the 10-day, 99% high VaR multiplied by a factor of five to reflect severe market conditions, was 5.0% of TCE as of end-9M22, down from 5.9% at FY21.

A Long-Term IDR of 'BBB' corresponds to a Short-Term IDR of 'F2' or 'F3' according to Fitch's 'Non-Bank Financial Institutions Rating Criteria' dated Jan. 31, 2022. In order to achieve the higher short-term rating, an issuer would need a Funding, Liquidity and Coverage (FLC) factor of at least 'bbb+'. JFG's FLC factor score is 'bbb', resulting in the lower of the two Short-Term IDRs of 'F3'.

The rating on JFG's cumulative convertible preferred stock is two notches down from the company's IDR. The two-notch differential reflects the subordination of the preferred stock to all senior debt and the fact that it may be converted into common shares. The preferred stock is not afforded equity credit by Fitch given that it has a fixed conversion rate and lacks a mandatory conversion feature.

Rating Sensitivities

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Alteration of the firm's risk profile, resulting in outsized performance volatility or material trading/credit losses;

Sustained increase in net leverage above 10x;

Deterioration in the firm's liquidity and funding profile as evidenced by a decline in the liquid assets to short-term funding ratio below 100%;

Sustained underperformance in core business segments;

Increased risk appetite at joint ventures (Jefferies Finance LLC and Berkadia Commercial Mortgage Company), as measured by higher balance sheet leverage, larger deal commitments or weakening credit quality.

A key person event with respect to the CEO and/or President would not necessarily result in an immediate downgrade but would be evaluated in the context of the potential impact on the firm's strategic direction. The fact that key person risk resides with two individuals, rather than one, is a potential mitigant.

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Continued maintenance of strong franchise and market position as evidenced by sustained operating income to average equity ratio of 10% or above;

Maintenance of net adjusted leverage below 10x;

Continued conservative liquidity posture as evidenced by liquid assets to short term funding above 150%;

Execution against stated objectives, including profitable realizations in the merchant banking portfolio, as well as more consistent profit contributions from the asset management business would also be viewed favorably.

Still, any potential positive rating momentum will likely be limited to the 'BBB' rating category given the sensitivity of the business model to market and funding risks.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The unsecured debt ratings are equalized with the Long-Term IDR and reflect the firm's largely unsecured corporate funding profile and Fitch's expectation for average recovery prospects on the debt under a stressed scenario.

The rating on JFG's cumulative convertible preferred stock is two notches down from the company's IDR. The two-notch differential reflects the subordination of the preferred stock to all senior debt and the fact that it may be converted into common shares. The preferred stock is not afforded equity credit by Fitch given that it has a fixed conversion rate and lacks a mandatory conversion feature.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The short-Term IDR is primarily sensitive to any change in JFG's Long-Term IDR. However, an improvement in JFG's FLC score, resulting in an upgrade of the sub-factor score to 'bbb+', could result in an upgrade of the Short-Term IDR to 'F2'.

The unsecured debt ratings are equalized with the Long-Term IDR and are expected to move in tandem. The rating of JFG's cumulative convertible preferred stock is primarily sensitive to JFG's IDR.

Best/Worst Case Rating Scenario

International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

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