Jefferies Group LLC Watch

from SC 13D 35 pages In Accordance With Section 363 of Title 11 of the United States Bankruptcy Code and the Order (A) Authorizing and Approving Bid Procedures, (B) Authorizing and Approving the Stalking Horse Bid Protections, (C) Scheduling a Sale Hearing, (D) Approving Notice Procedures, and (E) Granting Other Relief [Case No. 20-12212, Ecf No. 282] (The “Bidding Procedures Order”) and the Bidding Procedures Annexed Thereto (The “Bidding Procedures”), and in Furtherance of the Letter, Dated November 20, 2020, Expressing an Indication of Interest, on Behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the Affiliates Thereof (Collectively, the “Investor Group”) We Hereby Submit This Bid Letter Detailing the Terms of a Bid for the Going Concern Financial Restructuring of the Company and Related Debtor Entities (Collectively, the “Debtors”) on the Terms and Subject to the Conditions Outlined Herein (The “Proposed Transaction”). in Accordance With Prior Discussions Between the Debtors, the Investor Group and Their Respective Financial and Legal Advisors, the Following Remains Subject to the Negotiation and Execution of Definitive Documentation (The “Definitive Documentation”) Regarding the Transactions Contemplated by the Term Sheet, as Defined Below. Notwithstanding the Submission of This Letter and the Exhibits Annexed Hereto, the Investor Group Shall Continue Its Efforts to Address Comments and Suggestions of the Debtors and the Official Committee of Equity Interest Holders in an Effort to Build a Consensus and Draw Support From the True Stakeholders in These Chapter 11 Cases

from 11-K 1 page Consent of Independent Registered Public Accounting Firm

from 11-K 1 page Consent of Independent Registered Public Accounting Firm

from 8-K 11 pages Agreement and Plan of Merger by and Among Jefferies Group, Inc., Jsp Holdings, Inc. and Jasper Merger Sub, Inc

from 425 11 pages Agreement and Plan of Merger by and Among Jefferies Group, Inc., Jsp Holdings, Inc. and Jasper Merger Sub, Inc

from 425 81 pages Agreement and Plan of Merger Among Leucadia National Corporation, Limestone Merger Sub, LLC, Jefferies Group, Inc. Jsp Holdings, Inc. and Jasper Merger Sub, Inc. Dated as of November 11, 2012

from 8-K 81 pages Agreement and Plan of Merger Among Leucadia National Corporation, Limestone Merger Sub, LLC, Jefferies Group, Inc. Jsp Holdings, Inc. and Jasper Merger Sub, Inc. Dated as of November 11, 2012

from 8-K 109 pages Stock and Asset Purchase Agreement Between Prudential Financial, Inc., and Jefferies Group, Inc. Dated as of April 6, 2011

from 10-K 9 pages Amendment No. 1 to Share and Membership Interest Purchase Agreement

from 8-K ~20 pages Plan of reorganization, merger, acquisition or similar