UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 19, 2021
Date of Report (date of earliest event reported)
RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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| Florida | 1-9109 | 59-1517485 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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| 880 Carillon Parkway | St. Petersburg | Florida | 33716 | |
| (Address of principal executive offices) | | (Zip Code) | |
(727) 567-1000
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | RJF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement
On April 19, 2021, Raymond James Financial, Inc. (the “Company”) entered into the Third Amendment to Credit Agreement (the “Third Amendment”) with respect to its existing unsecured Credit Agreement, dated as of February 19, 2019 (the “Credit Agreement”), among the Company, Raymond James & Associates, Inc., and a syndicate of lenders led by Bank of America, N.A. as administrative agent.
The Third Amendment amends the Credit Agreement to (i) extend the maturity date for any borrowings under the Credit Agreement to April 2026, (ii) revise the minimum consolidated tangible net worth covenant applicable to the Company to delete the net income step-up provision, which provision had previously had the effect of increasing this capital requirement by 50% of consolidated net income each quarter, and (iii) reduce the rate of interest for loans when the Company’s debt rating is at certain specified levels.
The above summary of the Third Amendment is not complete and is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, as well as the complete text of the Credit Agreement as amended, a copy of which is attached to the Third Amendment as Annex A.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
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| Exhibit No. | Description |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| RAYMOND JAMES FINANCIAL, INC. |
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| Date: April 22, 2021 | By: | /s/ Paul M. Shoukry |
| | Paul M. Shoukry |
| | Chief Financial Officer and Treasurer |
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