Filed pursuant to Rule 424(b)(2)
Registration No. 333-238931
PRICING SUPPLEMENT dated November 16, 2022
(To Product Supplement No. 2 dated November 3, 2022
Prospectus Supplement dated November 1, 2022
and Prospectus dated June 4, 2020)
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Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Linked Securities
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Market Linked Securities—Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to a Basket of Three Technology Sector Stocks due May 21, 2024
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■ Linked to an approximately equally-weighted Basket comprised of the common stock of Apple Inc. (33.34%); the common stock of Amazon.com, Inc. (33.33%); and the class A common stock of Alphabet Inc. (33.33%).
■ Unlike
ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than, equal to or less than the face amount of
the securities, depending on the performance of the Basket from its starting level to its ending level. The maturity payment amount will reflect the following terms:
■ If the value of the Basket increases, you will receive the face amount plus a positive return equal to 150% of the percentage increase in the value of the Basket from the starting level, subject to a
maximum return at maturity of 30.00% of the face amount. As a result of the maximum return, the maximum maturity payment amount is $1,300.00
■ If the value of the Basket decreases but the decrease is not more than the buffer amount of 10%, you will receive the face amount
■ If the value of the Basket decreases by more than the buffer amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the value of the Basket in excess
of the buffer amount
■ Investors
may lose up to 90% of the face amount
■ All payments on the securities are subject to our credit risk, and you will have no ability to pursue the Underlying Stock Issuer of any Basket Component for payment; if we default on our obligations under
the securities, you could lose some or all of your investment
■ No
periodic interest payments or dividends
■ No exchange listing; designed
to be held to maturity
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We estimate that the value of each security on the pricing date is $977.50 per security. See “Estimated Value of the Securities” in this pricing supplement.
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk
Considerations” beginning on page PRS-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement.
The securities are senior unsecured obligations of Jefferies Financial Group Inc. and, accordingly, all payments are subject to our credit risk. If we default on our obligations
under the securities, you could lose some or all of your investment. The securities are not savings accounts, deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit
Insurance Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Offering Price
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Agent Discount(1)(2)
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Proceeds to the Issuer
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Per Security
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$1,000.00
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$24.75
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$975.25
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Total
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$100,000.00 |
$2,475.00 |
$97,525.00 |
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Wells Fargo Securities, LLC is the agent for the distribution of the securities and is acting as principal. See “Terms of the Securities—Agent” and “Estimated Value of the Securities” in this pricing supplement for
further information.
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In respect of certain securities sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $1.50 per
security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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Wells Fargo Securities
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Issuer:
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Jefferies Financial Group Inc.
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Market Measure:
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A basket (the “Basket”) comprised of the following approximately equally-weighted basket components, with the return of each basket component having the weighting noted parenthetically: the common stock
of Apple Inc. (33.34%); the common stock of Amazon.com, Inc. (33.33%); and the class A common stock of Alphabet Inc. (33.33%) (each, a “Basket component” and together, the “Basket Components”). Each Basket Component is an “Underlying
Stock” for purposes of the accompanying product supplement.
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Pricing Date:
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November 16, 2022.
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Issue Date:
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November 21, 2022.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Maturity Payment
Amount:
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On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment amount”
per security will equal:
• if the ending level is greater than
the starting level: $1,000 plus the lesser of:
(i) $1,000 × basket return × upside participation rate; and
(ii) the maximum return;
• if the ending level is less than or
equal to the starting level, but greater than or equal to the threshold level: $1,000; or
• if the ending level is less than the
threshold level:
$1,000 + [$1,000 × (basket return + buffer amount)]
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If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the buffer
amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
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Stated Maturity
Date:
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May 21, 2024, subject to postponement. The securities are not subject to redemption by us or repayment at the option of any holder of the securities prior to the stated maturity
date.
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Initial Component Price:
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The initial component price of each Basket Component is the stock closing price of that Basket Component on the pricing date, which was:
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Basket Component
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Initial Component Price
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The common stock of Apple Inc.
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$148.79
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The common stock of Amazon.com, Inc.
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$97.12
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The class A common stock of Alphabet Inc.
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$98.85
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Starting Level:
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The “starting level” is 100.00.
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Stock Closing Price:
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With respect to each Basket Component, closing price, stock closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain Terms for
Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.
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Ending Level:
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The “ending level” will be calculated based on the weighted returns of the Basket Components and will be equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 33.34% of the
component return of the common stock of Apple Inc.; (B) 33.33% of the component return of the common stock of Amazon.com, Inc.; and (C) 33.33% of the component return of the class A common stock of Alphabet Inc.
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Maximum Return:
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The “maximum return” is 30.00% of the face amount per security ($300.00 per security). As a result of the maximum return, the maximum maturity payment amount is $1,300.00 per
security.
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Threshold Level:
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90.00, which is equal to 90% of the starting level.
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Buffer Amount:
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10%.
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Upside
Participation Rate:
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150%.
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Basket Return:
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The “basket return” is the percentage change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level
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Component
Return:
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The “component return” of a Basket Component will be equal to:
final component price - initial component price
initial component price
where,
• the “initial component price” is the stock closing price of that Basket Component on the pricing date, as
set forth in the table above; and
• the “final component price” will be the stock closing price of that Basket Component
on the calculation day.
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Calculation Day:
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May 14, 2024, subject to postponement.
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Market Disruption
Events and
Postponement
Provisions:
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The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if
the calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption Event;
Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption
event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.
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Calculation Agent:
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Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see “Supplemental Discussion of U.S.
Federal Income Tax Consequences.”
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Agent:
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Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive an agent discount of up to $24.75 per security. The agent may
resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess of $15.00 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name
of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the underwriting
discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, Jefferies LLC may pay a fee of up to $1.50 per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the securities to other securities dealers.
The agent, Jefferies LLC and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they
assume the risks inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the
securities, that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in
connection with the sale of the securities to you.
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP:
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47233WAE9
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Additional Information about the Issuer and the Securities
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You should read this pricing supplement together with product supplement No. 2 dated November 3, 2022, the prospectus supplement dated November 1, 2022 and the prospectus dated June 4, 2020 for
additional information about the securities. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined
terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
As used in this pricing supplement, “we,” “us” and “our” refer to Jefferies Financial Group Inc., unless the context requires otherwise.
You may access the product supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the
relevant date on the SEC website):
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Product Supplement No. 2 dated November 3, 2022:
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Prospectus Supplement dated November 1, 2022 and Prospectus dated June 4, 2020:
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Estimated Value of the Securities
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The face amount of each security is $1,000. The original issue price will equal 100% of the face amount per security. This price includes costs associated with issuing, selling,
structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than the original offering price. We estimate that the value of each security on the pricing date is
$977.50 per security.
Valuation of the Securities
Jefferies LLC calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on its proprietary pricing models at that time. Jefferies
LLC’s proprietary pricing models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the securities, which consists of a fixed-income bond (the
“bond component”) and one or more derivative instruments underlying the economic terms of the securities (the “derivative component”). In calculating the estimated value of the derivative component, Jefferies LLC estimated future cash flows based on
a proprietary derivative-pricing model that is in turn based on various inputs, including the factors described under “Selected Risk Considerations—The estimated value of the securities was determined for us by our subsidiary using proprietary
pricing models” below. These inputs may be market-observable or may be based on assumptions made by Jefferies LLC in its discretionary judgment. Estimated cash flows on the bond and derivative components were discounted using a discount rate based on
our internal funding rate.
The estimated value of the securities is a function of the terms of the securities and the inputs to Jefferies LLC’s proprietary pricing models.
Since the estimated value of the securities is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modification to this
model will impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change, prior
descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a larger
impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact on the estimated
value of that note than on a similar note without such leverage.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following the
issue date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that are included in their original
offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be after
this period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over
this 3-month period.
The relationship between the estimated value on the pricing date and the secondary market price of the securities
The price at which the agent, Jefferies LLC or any of their respective affiliates purchase the securities in the secondary market, absent changes in market conditions, including those
related to interest rates and the Market Measure, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as a bid-offer spread that
would be charged in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.
The agent, Jefferies LLC and/or their respective affiliates may, but are not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so
at any time.
The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
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seek 150% leveraged exposure to the upside performance of the Basket if the ending level is greater than the starting level, subject to the maximum return at maturity of 30.00% of the face amount;
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desire to limit downside exposure to the Basket through the buffer amount;
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are willing to accept the risk that, if the ending level is less than the starting level by more than the buffer amount, they will lose some, and possibly up to 90%, of the face amount per security at maturity;
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are willing to forgo interest payments on the securities and dividends on the Basket Components; and
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are willing to hold the securities until maturity.
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The securities may not be an appropriate investment for investors who:
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seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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are unwilling to accept the risk that the ending level of the Basket may decrease from the starting level by more than the buffer amount;
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seek uncapped exposure to the upside performance of the Basket;
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seek full return of the face amount of the securities at stated maturity;
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are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
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are unwilling to accept the risk of exposure to the Basket;
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seek exposure to the Basket but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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are unwilling to accept our credit risk, to obtain exposure to the Basket generally, or to the exposure to the Basket that the securities provide specifically; or
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prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment
for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement for
risks related to an investment in the securities. For more information about the Basket Components, please see the section titled “The Basket Components” below.
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Determining Payment at Stated Maturity
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On the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
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Selected Risk Considerations
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The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply
to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” section of the accompanying product supplement. You should reach an
investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.
Risks Relating To The Securities Generally
If The Ending Level Is Less Than The Threshold Level, You Will Lose Some, And Possibly Up To 90%, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities on the stated maturity date. The maturity payment amount will depend on the direction of and percentage change in the ending level
of the Basket relative to the starting level and the other terms of the securities. Because the value of the Basket will be subject to market fluctuations, the maturity payment amount may be more or less, and possibly significantly less, than the
face amount of your securities.
If the ending level is less than the threshold level, the maturity payment amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the
value of the Basket in excess of the buffer amount, resulting in a loss of 1% of the face amount for every 1% decline in the Basket in excess of the buffer amount. The threshold level is 90% of the starting level. As a result, if the ending level is
less than the threshold level, you will lose some, and possibly up to 90%, of the face amount per security at maturity. This is the case even if the value of the Basket is greater than or equal to the starting level or the threshold level at certain
times during the term of the securities.
Even if the ending level is greater than the starting level, the maturity payment amount may only be slightly greater than the face amount, and your yield on the securities may be less
than the yield you would earn if you bought a traditional interest-bearing debt security of ours or another issuer with a similar credit rating with the same stated maturity date.
No Periodic Interest Will Be Paid On The Securities.
No periodic payments of interest will be made on the securities.
Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Basket Components.
The opportunity to participate in the possible increases in the value of the Basket through an investment in the securities will be limited because any positive return on the securities
will not exceed the maximum return. Therefore, your return on the securities may be lower than the return on a direct investment in the Basket Components. Furthermore, the effect of the upside participation rate will be progressively reduced for all
ending levels exceeding the ending level at which the maximum return is reached.
Changes In The Price Of The Basket Components May Offset Each Other.
Price movements in the Basket Components may not correlate with each other. Even if the final component price of a Basket Component increases, the final
component price of one or more other Basket Components may not increase as much or may even decline in price. Therefore, in calculating the ending level, an increase in the final component price of a Basket Component may be moderated, or wholly
offset, by a lesser increase or a decline in the final component price of another Basket Component.
The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.
The calculation day will be postponed if the originally scheduled calculation day is not a trading day or if the calculation agent determines that a market disruption event has occurred
or is continuing on the calculation day. If such a postponement occurs, the stated maturity date will be the later of (i) the initial stated maturity date and (ii) three business days after the calculation day as postponed.
The Tax Consequences Of An Investment In Your Securities Are Uncertain.
The tax consequences of an investment in your securities are uncertain, both as to the timing and character of any inclusion in income in respect of your securities.
The Internal Revenue Service (“IRS”) announced on December 7, 2007 that it is considering issuing guidance regarding the tax treatment of an instrument such as your securities, and any
such guidance could adversely affect the value and the tax treatment of your securities. Among other things, the IRS may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity,
and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your securities after the bill was enacted to accrue
interest income over the term of such instruments even though there will be no interest payments over the term
of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your
securities. We describe these developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences – U.S. Holders – Possible Change in Law” below. You should consult your tax advisor about this matter. Except to the
extent otherwise provided by law, we intend to continue treating the securities for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” below unless and
until such time as Congress, the Treasury Department or the IRS determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of
owning your securities in your particular circumstances.
Risks Relating To An Investment In Our Debt Securities, Including The Securities
The Securities Are Subject To Our Credit Risk.
The securities are our obligations and are not, either directly or indirectly, an obligation of any other third party. Any amounts payable under the securities are subject to our
creditworthiness and you will have no ability to pursue the Underlying Stock Issuer of any Basket Component for payment. As a result, our actual and perceived creditworthiness may affect the value of the securities and, in the event we were to
default on our obligations under the securities, you may not receive any amounts owed to you under the terms of the securities.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of The Securities On The Pricing Date, Based On Jefferies LLC Proprietary Pricing Models At That Time And Our Internal Funding Rate, Will Be
Less Than The Original Offering Price.
The difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the original offering price. These costs
include (i) the selling concessions paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our subsidiaries in connection with the offering of the securities and (iii) the expected profit (which may be
more or less than actual profit) to Jefferies LLC or other of our subsidiaries in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the
economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities.
See “The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
The Estimated Value Of The Securities Was Determined For Us By Our Subsidiary Using Proprietary Pricing Models.
Jefferies LLC derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models at that time. In doing so, it may have made
discretionary judgments about the inputs to its models, such as the volatility of the Market Measure. Jefferies LLC’s views on these inputs and assumptions may differ from your or others’ views, and as an agent in this offering, Jefferies LLC’s
interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover
page of this pricing supplement may differ from the value that we or our subsidiaries may determine for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of
the securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.
Since the estimated value of the securities is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modifications to
this model will impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change,
prior descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a
larger impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact on the
estimated value of that note than on a similar note without such leverage.
The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate.
The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance
of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that Jefferies LLC will use in determining the value of the securities for purposes of any purchases of the securities from you in the
secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as
the costs associated with the securities, which are generally higher than the costs associated with conventional
debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the interest that is payable on the securities.
Because there is not an active market for traded instruments referencing our outstanding debt obligations, Jefferies LLC determines our secondary market rate based on the market
price of traded instruments referencing our debt obligations, but subject to adjustments that Jefferies LLC makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather
reflects the market’s perception of our creditworthiness as adjusted for discretionary factors such as Jefferies LLC’s preferences with respect to purchasing the securities prior to maturity.
The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS, Jefferies LLC Or Any Other Person May Be Willing To Buy The
Securities From You In The Secondary Market.
Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related
hedging transactions. As a result, it is likely that any secondary market price for the securities will be less than the original offering price.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their
affiliates will be affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date
or during the 3-month period following the issue date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the
securities that are included in their original offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period
will be higher than it otherwise would be after this period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary
market price will decline steadily to zero over this 3‑month period. WFS has advised us that, if you hold the securities through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value
indicated for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the securities on your brokerage account statement may
be different than if you held your securities at WFS, WFA or any of their affiliates.
The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity will be affected by the then-current value of the Basket, interest rates at that time and a number of other factors, some of which
are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which we refer to as the “derivative component factors,” and which are described in more detail
in the accompanying product supplement, are expected to affect the value of the securities: Basket performance; interest rates; volatility of the Basket; time remaining to maturity; and dividend yields on the Basket Components. When we refer to the
“value” of your security, we mean the value you could receive for your security if you are able to sell it in the open market before the stated maturity date.
In addition to the derivative component factors, the value of the securities will be affected by actual or anticipated changes in our creditworthiness. You should understand that the
impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a change in the value of the Basket. Because numerous
factors are expected to affect the value of the securities, changes in the value of the Basket may not result in a comparable change in the value of the securities. We anticipate that the value of the securities will always be at a discount to the
face amount plus the maximum return.
The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although the agent and/or its affiliates may purchase the securities from
holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market
for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which the agent is willing to buy your securities. If a secondary market does exist, it may be limited. Accordingly, there may
be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to stated maturity.
Risks Relating To The Basket Components
The Maturity Payment Amount Will Depend Upon The Performance Of The Basket And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More
Detail In The Accompanying Product Supplement.
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Investing In The Securities Is Not The Same As Investing In The Basket Components. Investing in the securities is not equivalent to investing in the Basket
Components. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Basket Components for a period similar to the term of the securities because you will not receive any
dividend payments, distributions or any other payments paid on the Basket Components. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Basket Components would have.
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Historical Prices Of The Basket Components Should Not Be Taken As An Indication Of The Future Performance Of The Basket Components During The Term Of The Securities.
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We Cannot Control Actions By The Underlying Stock Issuer of any Basket Component.
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• |
We And Our Subsidiaries Have No Affiliation With The Underlying Stock Issuer of any Basket Component And Have Not Independently Verified Its Public Disclosure Of Information.
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• |
The Securities May Become Linked To The Common Stock Of A Company Other Than an Original Underlying Stock Issuer.
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• |
You Have Limited Anti-dilution Protection.
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An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks In The Technology Sector.
The Basket Components are issued by companies whose primary business is directly associated with the technology sector. Because the value of the securities is linked to the
performance of the Basket Components, an investment in the securities exposes investors to risks associated with investments in the stocks of companies in the technology sector.
The prices of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product
cycles, potential product obsolescence, government regulation and competition (both in the U.S. and internationally), including competition from non-U.S. competitors with lower production costs. Stocks of technology companies, especially those of
smaller, less-seasoned companies, tend to be more volatile than the overall market for equity securities. Technology companies are typically heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely
affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.
The value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence
affecting the technology sector than a different investment linked to a more broadly diversified group of Underlying Stock Issuers. All of these factors could have an adverse effect on the price of the Basket Components and, therefore, on the value
of the securities.
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating
dealer,” are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our subsidiaries or any
participating dealer or its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our
subsidiaries or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.
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The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the securities.
JFSI, a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the securities. As calculation agent, JFSI will determine any values of the Basket and make any other determinations necessary to
calculate any payments on the securities. In making these determinations, JFSI may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled “General Terms of the
Securities— Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events,” and “—Adjustment Events” in the accompanying product supplement. In making these discretionary judgments, the fact that JFSI is our subsidiary
may cause it to have economic interests that are adverse to your interests as an investor in the securities, and JFSI’s determinations as calculation agent may adversely affect your return on the securities.
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Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the value of the Basket.
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Business activities of our subsidiaries or any participating dealer or its affiliates with the Underlying Stock Issuer of any Basket Component may adversely affect the value of the
Basket.
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• |
Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of the Basket.
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• |
Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of the Basket.
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• |
A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee, creating
a further incentive for the participating dealer to sell the securities to you.
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Hypothetical Examples and Returns
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The payout profile, return table and examples below illustrate the maturity payment amount for a $1,000 face amount security on a hypothetical offering of securities
under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent any actual initial component price. The hypothetical initial component price of $100.00 for each
Basket Component has been chosen for illustrative purposes only and does not represent the actual initial component price of any Basket Component. The actual initial component price of each Basket Component is set forth under “Terms of the
Securities” above. For historical data regarding the actual closing prices of the Basket Components, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities
for $1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual maturity payment amount and resulting pre-tax total rate of return will depend on
the actual terms of the securities.
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Upside Participation Rate:
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150.00%
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Hypothetical Maximum Return:
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30.00% or $300.00 per security
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Hypothetical Initial Component Price:
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For each Basket Component, $100.00
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Starting Level:
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100.00
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Threshold Level:
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90.00 (90% of the starting level)
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Buffer Amount:
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10%
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Hypothetical Payout Profile
Hypothetical Returns
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Hypothetical
ending level
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Hypothetical
basket return(1)
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Hypothetical
maturity payment
amount per security
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Hypothetical
pre-tax total
rate of return(2)
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|
200.00
|
100.00%
|
$1,300.00
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30.00%
|
|
175.00
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75.00%
|
$1,300.00
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30.00%
|
|
150.00
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50.00%
|
$1,300.00
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30.00%
|
|
140.00
|
40.00%
|
$1,300.00
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30.00%
|
|
130.00
|
30.00%
|
$1,300.00
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30.00%
|
|
120.00
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20.00%
|
$1,300.00
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30.00%
|
|
115.00
|
15.00%
|
$1,225.00
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22.50%
|
|
110.00
|
10.00%
|
$1,150.00
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15.00%
|
|
105.00
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5.00%
|
$1,075.00
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7.50%
|
|
102.50
|
2.50%
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$1,037.50
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3.75%
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100.00
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0.00%
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$1,000.00
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0.00%
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97.50
|
-2.50%
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$1,000.00
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0.00%
|
|
95.00
|
-5.00%
|
$1,000.00
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0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
89.00
|
-11.00%
|
$990.00
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-1.00%
|
|
80.00
|
-20.00%
|
$900.00
|
-10.00%
|
|
70.00
|
-30.00%
|
$800.00
|
-20.00%
|
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60.00
|
-40.00%
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$700.00
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-30.00%
|
|
50.00
|
-50.00%
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$600.00
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-40.00%
|
|
25.00
|
-75.00%
|
$350.00
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-66.00%
|
|
0.00
|
-100.00%
|
$100.00
|
-90.00%
|
| (1) |
The basket return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by
starting level).
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| (2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of $1,000.
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Hypothetical Examples
Example 1. Maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:
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Common Stock of
Apple Inc.
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Common Stock of
Amazon.com, Inc.
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Class A Common Stock of
Alphabet Inc.
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Initial component price:
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$100.00
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$100.00
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$100.00
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Final component price:
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$106.00
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$104.00
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$105.00
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Component return:
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6.00%
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4.00%
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5.00%
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Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.34% × 6.00%) + (33.33% × 4.00%) + (33.33% × 5.00%)] = 105.00
Because the hypothetical ending level is greater than the starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × basket return × upside participation rate
$1,000 × 5.00% × 150.00%
= $75.00; and
(ii) the maximum return of $300.00
On the stated maturity date you would receive $1,075.00 per security.
Example 2. Maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:
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Common Stock of
Apple Inc.
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Common Stock of
Amazon.com, Inc.
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Class A Common Stock of
Alphabet Inc.
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| |
Initial component price:
|
$100.00
|
$100.00
|
$100.00
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Final component price:
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$112.00
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$160.00
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$118.00
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Component return:
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12.00%
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60.00%
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18.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.34% × 12.00%) + (33.33% × 60.00%) + (33.33% × 18.00%)] = 130.00
Because the hypothetical ending level is greater than the starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × basket return × upside participation rate
$1,000 × 30.00% × 150.00%
= $1,450.00; and
(ii) the maximum
return of $300.00
On the stated maturity date you would receive $1,300.00 per security, which is the maximum maturity payment amount.
In addition to limiting your return on the securities, the maximum return limits the positive effect of the upside participation rate. If the ending level is greater than the starting
level, you will participate in the performance of the Basket at a rate of 150% up to a certain point. However, the effect of the upside participation rate will be progressively reduced for ending levels that are greater than 120.00% of the starting
level since your return on the securities for any ending level greater than 120.00% of the starting level will be limited to the maximum return.
Example 3. Maturity payment amount is equal to the face amount:
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|
Common Stock of
Apple Inc.
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Common Stock of
Amazon.com, Inc.
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Class A Common Stock of
Alphabet Inc.
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| |
Initial component price:
|
$100.00
|
$100.00
|
$100.00
|
| |
Final component price:
|
$60.00
|
$110.00
|
$115.00
|
| |
Component return:
|
-40.00%
|
10.00%
|
15.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.34% × -40.00%) + (33.33% × 10.00%) + (33.33% × 15.00%)] = 95.00
Because the hypothetical ending level is less than the starting level, but not by more than the buffer amount, you would not lose any of the face amount of your securities. In this
example, the 40.00% decrease in the common stock of Apple Inc. has a significant impact on the ending level notwithstanding the percentage increase in the other Basket Components.
On the stated maturity date you would receive $1,000.00 per security.
Example 4. Maturity payment amount is less than the face amount:
| |
|
Common Stock of
Apple Inc.
|
Common Stock of
Amazon.com, Inc.
|
Class A Common Stock of
Alphabet Inc.
|
| |
Initial component price:
|
$100.00
|
$100.00
|
$100.00
|
| |
Final component price:
|
$55.00
|
$40.00
|
$55.00
|
| |
Component return:
|
-45.00%
|
-60.00%
|
-45.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.34% × -45.00%) + (33.33% × -60.00%) + (33.33% × -45.00%)] = 50.00
Because the hypothetical ending level is less than the starting level by more than the buffer amount, you would lose a portion of the face amount of your securities and receive the
maturity payment amount equal to:
$1,000 + [$1,000 × (basket return + buffer amount)]
$1,000 + [ $1,000 × (-50.00% + 10%)]
= $600.00
On the stated maturity date you would receive $600.00 per security.
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Hypothetical Historical Performance of the Basket
|
The Basket represents an approximately equally weighted portfolio of the following three Basket Components, with the return of each Basket Component having the weighting noted parenthetically: the
common stock of Apple Inc. (33.34%); the common stock of Amazon.com, Inc. (33.33%); and the class A common stock of Alphabet Inc. (33.33%). The value of the Basket will increase or decrease depending upon the performance of the Basket Components.
For more information regarding the Basket Components, see the information provided below.
While historical information on the value of the Basket does not exist for dates prior to the pricing date, the following graph sets forth
the hypothetical historical daily values of the Basket for the period from January 1, 2015 to November 16, 2022, assuming that the Basket was constructed on January 1, 2015 with a starting level of 100.00 and that each of the Basket Components had
the applicable weighting as of that day. We obtained the closing prices and other information used by us in order to create the graph below from Bloomberg L.P., without independent verification.
The hypothetical historical Basket values, as calculated solely for the purposes of the offering of the securities, fluctuated in the past
and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the value of the Basket during any period shown below is not an indication that the percentage change in the value of the Basket is more likely to
be positive or negative during the term of the securities. The hypothetical historical values do not give an indication of future values of the Basket.
All disclosures contained in this pricing supplement regarding the Basket Components and the applicable Underlying Stock Issuers have been derived from publicly available sources. Because the Underlying Stock Issuers are
registered under the Securities Exchange Act of 1934, the Underlying Stock Issuers are required to periodically file certain financial and other information specified by the Securities and Exchange Commission (SEC). Information provided to or filed
with the SEC by the Underlying Stock Issuers can be located through the SEC’s web site at sec.gov by reference to the CIK number set forth below. None of us, the calculation agent, Jefferies LLC or any of our other subsidiaries makes any
representation to you as to the future performance of the Basket Components. You should make your own investigation into the Basket Components.
This pricing supplement relates only to the offering of the securities and does not relate to any offering of the Basket Components or any other securities of the Underlying Stock Issuers. None of us, Jefferies LLC, WFS or
any of our or their respective subsidiaries or affiliates has made any due diligence inquiry with respect to the Underlying Stock Issuers in connection with the offering of the securities. None of us, Jefferies LLC, WFS or any of our or their
respective subsidiaries or affiliates has independently verified the accuracy or completeness of the publicly available documents or any other publicly available information regarding the Underlying Stock Issuers and hence makes no representation
regarding the same. Furthermore, there can be no assurance that all events occurring prior to the date of this pricing supplement, including events that would affect the accuracy or completeness of these publicly available documents that could affect
the trading price of the Basket Components, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Stock Issuers could affect the price
of the Basket Components and therefore could affect your return on the securities. The selection of the Basket Components is not a recommendation to buy or sell the Basket Components.
Apple Inc.
Apple Inc. designs, manufactures, and markets personal computers and related personal computing and mobile communication devices along with related software, services, peripherals, and
networking solutions. The company sells its products through its online stores, its retail stores, its direct sales force, third-party wholesalers, and resellers. This Basket Component trades on the Nasdaq Global Select Market under the symbol
“AAPL.” The Underlying Stock Issuer’s CIK number is 0000320193 and its SEC file number is 001-36743.
Historical Information
We obtained the closing prices of this Basket Component in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of this Basket Component for the period from January 1, 2015 to November 16, 2022. The closing price on November 16, 2022 was
$148.79. The historical performance of this Basket Component should not be taken as an indication of the future performance of this Basket Component during the term of the securities.
Amazon.com, Inc.
Amazon.com, Inc. is an online retail company and producer of electronic devices and media content. This Basket Component trades on the Nasdaq Global Select Market under the symbol
“AMZN.” The Underlying Stock Issuer’s CIK number is 0001018724 and its SEC file number is 000-22513.
Historical Information
We obtained the closing prices of this Basket Component in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of this Basket Component for the period from January 1, 2015 to November 16, 2022. The closing price on November 16, 2022 was $97.12.
The historical performance of this Basket Component should not be taken as an indication of the future performance of this Basket Component during the term of the securities.
Alphabet Inc.
Alphabet Inc. is a parent holding company of Google Inc. that provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer content,
enterprise solutions, commerce and hardware products. This Basket Component trades on the Nasdaq Global Select Market under the symbol “GOOGL.” The Underlying Stock Issuer’s CIK number is 0001652044 and its SEC file number is 001-37580.
Historical Information
We obtained the closing prices of this Basket Component in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of this Basket Component for the period from January 1, 2015 to November 16, 2022. The closing price on November 16, 2022 was $98.85.
The historical performance of this Basket Component should not be taken as an indication of the future performance of this Basket Component during the term of the securities.
|
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
|
The following section supplements the discussion of U.S. federal income taxation in the accompanying product supplement.
The following section is the opinion of Sidley Austin LLP, our counsel. In addition, it is the opinion of Sidley Austin LLP that the characterization of the securities for U.S.
federal income tax purposes that will be required under the terms of the securities, as discussed below, is a reasonable interpretation of current law.
This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
|
◾ |
a dealer in securities or currencies;
|
|
◾ |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
|
|
◾ |
a life insurance company;
|
|
◾ |
a tax exempt organization;
|
|
◾ |
a regulated investment company;
|
|
◾ |
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
|
|
◾ |
a person that owns a security as a hedge or that is hedged against interest rate risks;
|
|
◾ |
a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
|
|
◾ |
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
Although this section is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code,
published rulings and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly addresses how your securities should be treated for U.S. federal income tax purposes, and as a result, the U.S. federal
income tax consequences of your investment in your securities are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.
| |
You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the securities,
including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
|
|
U.S. Holders
This section applies to you only if you are a U.S. Holder that holds your securities as a capital asset for tax purposes. You are a “U.S. Holder” if you are a beneficial owner of each of your securities
and you are:
|
◾ |
a citizen or resident of the United States;
|
|
◾ |
a domestic corporation;
|
|
◾ |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
|
◾ |
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
|
Tax Treatment
You will be obligated pursuant to the terms of the securities — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to
characterize your securities for all tax purposes as pre-paid derivative contracts in respect of the Underlying Stock. Except as otherwise stated below, the discussion herein assumes that the securities will be so treated.
Upon the sale, exchange or maturity of your securities, you should recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such
time and your tax basis in your securities. Your tax basis in the securities will generally be equal to the amount that you paid for the securities. If you hold your securities for more than one year, the gain or loss generally will be long-term
capital gain or loss. If you hold your securities for one year or less, the gain or loss generally will be short-term capital gain or loss. Short-term capital gains are generally subject to tax at the marginal tax rates applicable to ordinary income.
We will not attempt to ascertain whether the issuer of the Underlying Stock would be treated as a “passive foreign investment company” (“PFIC”), within the meaning of Section 1297
of the Code. If the issuer of the Underlying Stock was so treated, certain adverse U.S. federal income tax consequences could possibly apply to a U.S. Holder of the securities. You should refer to information filed with the SEC by the issuer of the
Underlying Stock and consult your tax advisor regarding the possible consequences to you, if any, if the issuer of the Underlying Stock is or becomes a PFIC.
No statutory, judicial or administrative authority directly discusses how your securities should be treated for U.S. federal income tax purposes. As a result, the U.S. federal income
tax consequences of your investment in the
securities are uncertain and alternative characterizations are possible. Accordingly, we urge you to consult your tax advisor in determining the tax consequences
of an investment in your securities in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Alternative Treatments
There is no judicial or administrative authority discussing how your securities should be treated for U.S. federal income tax purposes. Therefore, the IRS might assert that a
treatment other than that described above is more appropriate. For example, the IRS could treat your securities as a single debt instrument subject to special rules governing contingent payment debt instruments. Under those rules, the amount of
interest you are required to take into account for each accrual period would be determined by constructing a projected payment schedule for the securities and applying rules similar to those for accruing original issue discount on a hypothetical
noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the comparable yield – i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions
similar to your securities – and then determining a payment schedule as of the issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your securities prior to
your receipt of cash attributable to that income.
If the rules governing contingent payment debt instruments apply, any gain you recognize upon the sale, exchange or maturity of your securities would be treated as ordinary
interest income. Any loss you recognize at that time would be treated as ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your securities, and, thereafter, as capital loss.
If the rules governing contingent payment debt instruments apply, special rules would apply to a person who purchases securities at a price other than the adjusted issue price as
determined for tax purposes.
It is possible that your securities could be treated in the manner described above, except that any gain or loss that you recognize at maturity would be treated as ordinary income
or loss. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your securities for U.S. federal income tax purposes.
It is also possible that the IRS could seek to characterize your securities in a manner that results in tax consequences to you that are different from those described above. You
should consult your tax advisor as to the tax consequences of any possible alternative characterizations of your securities for U.S. federal income tax purposes.
Possible Change in Law
On December 7, 2007, the IRS released a notice stating that the IRS and the Treasury Department are actively considering issuing guidance regarding the proper U.S. federal income
tax treatment of an instrument such as the securities, including whether holders should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to determine what guidance
they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the securities will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury
Department are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals and whether the special “constructive ownership rules” of Section 1260 of
the Code might be applied to such instruments. Except to the extent otherwise provided by law, we intend to continue treating the securities for U.S. federal income tax purposes in accordance with the treatment described above under “Tax Treatment”
unless and until such time as Congress, the Treasury Department or the IRS determine that some other treatment is more appropriate.
Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your securities after the bill was
enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or
whether any such bill would affect the tax treatment of your securities.
It is impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation or guidance will
affect securities that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment of
your securities.
Backup Withholding and Information Reporting
You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States Federal Taxation — U.S.
Holders — Backup Withholding and Information Reporting” with respect to payments on your securities and, notwithstanding that we do not intend to treat the securities as debt for tax purposes, we intend to backup withhold on such payments with
respect to your securities unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set
forth under “United States Federal Taxation — U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus. Please see the discussion under “United
States Federal Taxation — U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement for a description of the applicability of the backup withholding and information reporting rules to payments made on your
securities.
Non-U.S. Holders
This section applies to you only if you are a Non-U.S. Holder. You are a “Non-U.S. Holder” if you are the beneficial owner of securities and are, for U.S. federal income tax purposes:
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a nonresident alien individual;
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a foreign corporation; or
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an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the securities.
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The term “Non-U.S. Holder” does not include any of the following holders:
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a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
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certain former citizens or residents of the United States; or
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a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.
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Such holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the securities.
We will not attempt to ascertain whether the issuer of the Underlying Stock would be treated as a “United States real property holding corporation” (“USRPHC”), within the meaning
of Section 897 of the Code. If the issuer of the Underlying Stock was so treated, certain adverse U.S. federal income tax consequences could possibly apply to a Non-U.S. Holder of the securities. You should refer to information filed with the SEC by
the issuer of the Underlying Stock and consult your tax advisor regarding the possible consequences to you, if any, if the issuer of the Underlying Stock is or becomes a USRPHC.
You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States
Federal Taxation — Non-U.S. Holders — Backup Withholding and Information Reporting” with respect to payments on your securities and, notwithstanding that we do not intend to treat the securities as debt for tax purposes, we intend to backup withhold
on such payments with respect to your securities unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States
Federal Taxation — Non-U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement.
As discussed above, alternative characterizations of the securities for U.S. federal income tax purposes are possible. Should an alternative characterization of the securities, by
reason of a change or clarification of the law, by regulation or otherwise, cause payments with respect to the securities to become subject to withholding tax, we will withhold tax at the applicable statutory rate and we will not make payments of any
additional amounts. Prospective Non-U.S. Holders of the securities should consult their tax advisors in this regard.
Furthermore, on December 7, 2007, the IRS released Notice 2008-2 soliciting comments from the public on various issues, including whether instruments such as your securities should
be subject to withholding. It is therefore possible that rules will be issued in the future, possibly with retroactive effect, that would cause payments on your securities to be subject to withholding, even if you comply with certification
requirements as to your foreign status.
In addition, the Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to
U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of amounts you
receive upon sale, exchange or maturity of your securities, could be collected via withholding. If these regulations were to apply to the securities, we may be required to withhold such taxes if any U.S.-source dividends are paid on the Underlying
Stock during the term of the securities. We could also require you to make certifications (e.g., an applicable IRS Form W-8) prior to the maturity of the securities in order to avoid or minimize withholding obligations, and we could withhold
accordingly (subject to your potential right to claim a refund from the IRS) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to
amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as
retired and reissued) on or after January 1, 2025, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined
in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a
“qualified index” (as defined in the regulations). We have determined that, as of the issue date of
your securities, your securities will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for
Non-U.S. Holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor
concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your securities for U.S. federal income tax purposes.
Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’ gross estates
for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, a security is likely to
be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in a security.
Foreign Account Tax Compliance Act
Legislation commonly referred to as “FATCA” generally imposes a gross-basis withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain
financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify or supplement these
requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” (“FDAP”) income. Current provisions of the Code and
Treasury regulations that govern FATCA treat gross proceeds from a sale or other disposition of obligations that can produce U.S.-source interest or FDAP income as subject to FATCA withholding. However, under recently proposed Treasury regulations,
such gross proceeds would not be subject to FATCA withholding. In its preamble to such proposed regulations, the Treasury Department and the IRS have stated that taxpayers may generally rely on the proposed Treasury regulations until final Treasury
regulations are issued. We will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisors regarding the potential application of FATCA to the securities.
In the opinion of Sidley Austin LLP, as counsel to the issuer, when the securities offered by this pricing supplement have been executed and issued by the issuer and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of the issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the
United States and the laws of the State of New York as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of
signatures and certain factual matters, all as stated in the letter of such counsel dated November 1, 2022, which has been filed as Exhibit 5.2 to the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November
1, 2022.