UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2020
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-09305 | | 43-1273600 |
(State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code): (314) 342-2000
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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 Act:
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Title of Each Class/Trading Symbol | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common Stock, $0.15 par value per share | | SF | | New York Stock Exchange |
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A | | SF PRA | | New York Stock Exchange |
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B | | SF PRB | | New York Stock Exchange |
5.20% Senior Notes due 2047 | | SFB | | 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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.03 | Material Modification to Rights of Security Holders. |
Upon issuance of the perpetual 6.125% Non-Cumulative Preferred Stock, Series C, par value $1.00 per share, liquidation preference of $25,000 per share (the “Preferred Stock”), by Stifel Financial Corp. (the “Company”) on May 19, 2020, the ability of the Company to declare and pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to the Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period. The terms of the Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 18, 2020, the Company filed a Certificate of Designations (the “Certificate of Designations”) to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the Preferred Stock.
A copy of the Certificate of Designations is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
On May 19, 2020, the Company issued 9,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of Preferred Stock, including 1,000,000 Depositary Shares issued pursuant to the exercise of the underwriters’ over-allotment option to purchase additional Depositary Shares as provided in the Underwriting Agreement, dated May 12, 2020, among the Company, Keefe, Bruyette & Woods, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto. The Depositary Shares were registered for offer and sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-238118) declared effective by the Securities and Exchange Commission (“SEC”) on May 8, 2020 (the “Registration Statement”). The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of May 19, 2020 (the “Deposit Agreement”), by and among the Company, Computershare Inc., and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of the depositary receipts described therein. A copy of the Deposit Agreement is filed with this Current Report on Form 8-K as Exhibit 4.1, and is incorporated herein by reference. The form of certificate representing the Preferred Stock and the form of depositary receipt representing the Depositary Shares are filed as Exhibits 4.2 and 4.3, respectively, and are incorporated herein by reference.
The Company received net proceeds of approximately $217.4 million after deducting the underwriting discount and estimated offering expenses payable by the Company, and intends to use such proceeds for general corporate purposes.
In connection with the offering of the Depositary Shares, the Company is filing this Current Report on Form 8-K to file the following exhibits as exhibits to the Registration Statement, and
such exhibits are hereby incorporated by reference into the Registration Statement: (i) the Certificate of Designations (Exhibit 3.1 to this Current Report on Form 8-K), (ii) the Deposit Agreement, dated May 19, 2020, between the Registrant, Computershare Inc., and Computershare Trust Company, N.A., jointly as Depositary (Exhibit 4.1 to this Current Report on Form 8-K), (iii) the form of certificate representing the Preferred Stock (Exhibit 4.2 to this Current Report on Form 8-K); (iv) the form of depositary receipt representing the Depositary Shares (Exhibit 4.3 to this Current Report on Form 8-K) and (v) the opinion of counsel with respect to the validity of the Depositary Shares and the Preferred Stock (Exhibit 5.1 to this Current Report on Form 8-K).
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Exhibit
No. | | | Description of Exhibit |
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| | 3.1 | | | Certificate of Designations of the Company with respect to the Preferred Stock, dated May 18, 2020, filed with the Secretary of State of the State of Delaware and effective May 18, 2020, incorporated by reference to Exhibit 7 to the Company’s Form 8-A filed on May 19, 2020 |
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| | 4.1 | | | Deposit Agreement, dated May 19, 2020, among the Company, Computershare Inc., and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 8 to the Company’s Form 8-A filed on May 19, 2020 |
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| | 4.2 | | | Form of certificate representing the Preferred Stock, incorporated by reference to Exhibit 9 to the Company’s Form 8-A filed on May 19, 2020 |
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| | 4.3 | | | Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1 above) |
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| | 5.1 | | | Opinion of Bryan Cave Leighton Paisner LLP |
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| | 23.1 | | | Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1) |
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| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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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| | | | STIFEL FINANCIAL CORP. |
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Date: May 19, 2020 | | | | By: | | /s/ James M. Marischen |
| | | | | | James M. Marischen |
| | | | | | Chief Financial Officer |
