SEC Division of Corporation Finance no-action letter: Jefferies LLC

UNI T ED STAT ES
SECURITIES AND EXCHANGE COMMISSION
WASH INGTON , D . C . 2 0549
DIVISION OF
CORPORATION FINANCE
Paul R. Eckert, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
1875 Pennsylvania Avenue NW
Washington, DC 20006
Re: In the Matter of Jefferies LLC
Waiver Requests under Regulation A and Rules 505 and 506 of Regulation D Securities Exchange Act Release No. 34-71695, March 12,2014 Administrative Proceeding File No. 3-15785 Dear Mr. Eckert:
This responds to your letter dated March 12, 2014 ("Waiver Request"), written on behalf ofJefferies LLC ("Jefferies") and constituting an application for waivers of disqualification under Rule 262 of Regulation A and Rules 505(b)(2)(iii)(C) and 506(d)(2)(ii) of Regulation D under the Securities Act of 1933 . In the Waiver Request, you requested relief from such disqualifications that may arise as to Jefferies under Rule 262 ofRegulatiot). A and Rules 505 and 506 of Regulation D by virtue ofthe Commission's order imposing remedial sanctions pursuant to
Section 15(b) ofthe Securities Exchange Act of 1934, entered on March 12, 2014 in In the Matter
of Jefferies LLC, Release No. 34-71695 (the "Order").
Based on the facts and representations set forth in your Waiver Request, and assuming Jefferies complies with the Order, the Commission, pursuant to delegated authority, has determined that Jefferies has made a showing of good cause under Rule 262 ofRegulation A and Rules 505(b )(2)(iii)(C) and 506( d)(2)(ii) ofRegulation D that it is not necessary under the circumstances to deny the exemptions available under Regulation A and Rules 505 and 506 of Regulation D by virtue ofthe entry ofthe Order. Accordingly, the relief requested in the Waiver Request regarding such disqualifications that may arise as to Jefferies under Rule 262 of Regulation A and Rules 505 and 506 of Regulation D by virtue ofthe entry ofthe Order is granted. Any different facts or representations in the Waiver Request or non-compliance with the Order might result in a different conclusion. Very truly yours, Sebastian Gomez Abero Chief, Office of Small Business Policy Division of Corporation Finance