8-K

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

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):

Securities registered pursuant to Section 12(b) of the Act:

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 ¨

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On February 21, 2020, Piper Sandler Companies (the “Company”) issued a press release announcing that it had reached a definitive agreement to acquire 100% of the outstanding equity interests of The Valence Group, an investment bank offering mergers and acquisitions advisory services to companies and financial sponsors with a focus on the chemicals, materials, and related sectors. A copy of the press release is furnished as Exhibit 99.1 hereto. Furnished as Exhibit 99.2 hereto is information relating to a publicly available presentation by the Company’s management relating to the transaction.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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.

Exhibit 99.1

	Piper Sandler Companies<br><br> 800 Nicollet Mall, Suite 1000<br><br> Minneapolis, MN 55402
F O R I M M E D I A<br> T E R E L E A S E	CONTACT Pamela Steensland<br><br> Tel: 612 303-8185<br><br> pamela.steensland@psc.com <br><br> <br><br> Tim Carter<br><br> Chief Financial Officer<br><br> Tel: 612 303-5607<br><br> timothy.carter@psc.com

Piper Sandler Enters Definitive Agreementto Acquire

Global Chemicals Investment Bank, TheValence Group

Acquisition Adds the Preeminent Chemicals Investment BankingFirm to Piper Sandler’s Growing M&A Advisory Business

Minneapolis, February 21, 2020 – Piper Sandler Companies (NYSE: PIPR), a leading investment bank, today announced that it has entered into a definitive agreement to acquire The Valence Group. The Valence Group is an innovative, entrepreneur-led global investment bank that offers M&A advisory services to companies and financial sponsors with deep expertise in chemicals, materials and related sectors.

Peter Hall, Telly Zachariades, Kirk McIntosh and Ariel Levin founded The Valence Group in 2007 in New York and London after previously leading the global chemicals investment banking practice at Bear Stearns. The Valence Group will form Piper Sandler’s new chemicals group, adding yet another industry-leading advisory practice to the Piper Sandler platform. The team consists of 29 professionals including the four co-founders and five additional MDs. Following the acquisition, Peter Hall will be named head of European investment banking and will lead Piper Sandler’s expansion of investment banking in Europe. This represents a meaningful opportunity to leverage The Valence Group’s expertise and leadership to build a stronger presence in Europe across multiple industry verticals.

“The Valence Group offers tailored, differentiated and best-in-class M&A advisory services to clients across the chemicals industry. We believe there are significant opportunities to partner with The Valence Group team to increase the overall scale of the business and drive towards our goal of $1 billion in annual investment banking revenue over the next several years,” said James Baker, global co-head of investment banking at Piper Sandler.

Peter Hall, co-founder of The Valence Group, commented, “We are proud of the position we have established in chemicals M&A and are excited to be partnering with a firm that shares our commitment to providing quality advice based on deep sector expertise. Our team will remain the same, as will our strategy and the way we approach the market”. Telly Zachariades, co-founder of The Valence Group, added “This represents a unique opportunity for The Valence Group to accelerate its growth and further broaden its service offering to clients by aligning itself with a like-minded, high-growth, advisory-centric firm, while operating under the founders’ continued leadership”.

The transaction is expected to close in the second quarter of 2020 and is subject to obtaining required regulatory approvals and other customary closing conditions.

Piper Sandler was advised by its wholly owned subsidiary, Piper Sandler & Co., and was represented by Sullivan & Cromwell LLP. Houlihan Lokey served as financial advisor and Dentons as legal advisor to The Valence Group in connection with the transaction.

About The Valence GroupThe Valence Group is a specialist investment bank offering M&A advisory services exclusively to companies and investors in the chemicals, materials and related sectors. The Valence Group team includes a unique combination of professionals with backgrounds in investment banking and strategy consulting within the chemicals and materials industries, all focused exclusively on providing M&A advisory services to the chemicals and materials sector. The firm’s offices are located in New York and London.

About Piper Sandler

Piper Sandler is a leading investment bank and institutional securities firm driven to help clients Realize the Power of Partnership®. Through a distinct combination of candid counsel, focused expertise and empowered employees, we deliver insight and impact to each and every relationship. Our proven advisory teams combine deep product and sector expertise with ready access to global capital. Founded in 1895, the firm is headquartered in Minneapolis with offices across the United States and in London, Aberdeen and Hong Kong. www.PiperSandler.com

Cautionary Note Regarding Forward-LookingInformation This announcement contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the future prospects and growth of the Company. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) the transaction described in this announcement is subject to regulatory approval and other closing conditions and may not close on the expected timing or at all; (2) the costs or difficulties relating to the combination of the businesses may be greater than expected and may adversely affect our results of operations and financial condition and our ability to realize anticipated synergies from the transaction; (3) the expected benefits of the transaction may take longer than anticipated to achieve and may not be achieved in their entirety or at all, and will in part depend on the ability of the Company to retain and hire key personnel and maintain relationships with its clients; (4) developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, the business and profitability of the Company generally and of its investment banking business specifically; and (5) other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, and updated in our subsequent reports filed with the SEC. These reports are available at www.pipersandler.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Piper Sandler Companies (NYSE: PIPR) is a leading investment bank and institutional securities firm driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in Europe through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through separate investment advisory affiliates.

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©2020. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036

Exhibit 99.2

INVESTOR PRESENTATION FEBRUARY 21, 2020 Piper Sandler to Acquire The Valence Group, a Global Chemicals Investment Bank Acquisition adds the preeminent chemicals investment banking firm to the growing M&A advisory business of Piper Sandler For more information, please contact Tim Carter, chief financial officer at 612 303-5607 or timothy.carter@psc.com Piper Sandler Companies (NYSE: PIPR) is a leading investment bank and institutional securities firm driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in Europe through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through separate investment advisory affiliates. © 2020. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Suite 900, Minneapolis, Minnesota 55402-7036

2 INVESTOR PRESENTATION Cautionary notice regarding forward-looking statements This presentation contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the future prospects and growth of the Company. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) the transaction described in this announcement is subject to regulatory approval and other closing conditions and may not close on the expected timing or at all; the costs or difficulties relating to the combination of the businesses may be greater than expected and may adversely affect our results of operations and financial condition and our ability to realize anticipated synergies from the transaction; the expected benefits of the transaction may take longer than anticipated to achieve and may not be achieved in their entirety or at all, and will in part depend on the ability of the Company to retain and hire key personnel and maintain relationships with its clients; developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, the business and profitability of the Company generally and of its investment banking business specifically; and, other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, and updated in our subsequent reports filed with the SEC. (2) (3) (4) (5) These reports are available at www.pipersandler.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

3 THE PREEMINENT CHEMICALS INVESTMENT BANK The Valence Group Global investment bank that offers M&A advisory services exclusively to companies and financial sponsors in the chemicals, materials and related sectors. • Unparalleled breadth and depth of expertise in the chemicals industry providing tailored, differentiated service to clients • Outstanding M&A origination and execution capabilities—universally recognized as the industry’s preeminent M&A experts driving a high level of repeat clients • Trusted, premier corporate and private equity relationships driven by insight and thought leadership AN INNOVATIVE, ENTREPRENUER-LED FIRM The Valence Group was founded in 2007 in New York and London by a group of four individuals that previously led the global chemicals practice at Bear Stearns, and have worked together since 1990. The Valence Group consists of 29 professionals, including the four co-founders, and five additional managing directors, and operates from offices in New York and London. 1 Statistic is since inception and includes transactions from January 1, 2008 through December 31, 2019 TRACK RECORD & GLOBAL REACH 76 NUMBER OF ADVISORY TRANSACTIONS1 $51B AGGREGATE VALUE OF ADVISORY TRANSACTIONS1 16 COUNTRIES REPRESENTED IN CLIENT BASE1

4 PIPER SANDLER TO ACQUIRE THE VALENCE GROUP Acquisition details TRANSACTION STRUCTURE • • • Piper Sandler to acquire 100% of the equity in The Valence Group Total consideration consists of upfront cash and restricted stock; transaction value not disclosed Retentive incentives in-place through restricted consideration and earn-out potential; producers need to be employed to realize these incentives Key employees have signed employment agreements Transaction structure with earn-out component aligns interests, incentivizes employees, manages retention and limits downside exposure • • FINANCIAL IMPACT • • • Expected annual revenue contribution of approximately $40MM with meaningful opportunity to grow over the long term Share count expected to increase by approximately 2.5% Modestly accretive to non-GAAP financial metrics on a full-year basis MANAGEMENT OF CHEMICALS GROUP • The team of 29 professionals from The Valence Group will form the new Piper Sandler chemicals group • Team includes co-founders Peter Hall, Telly Zachariades, Kirk McIntosh, and Ariel Levin, and five additional managing directors • Peter Hall will be named head of European investment banking, where he will focus on expanding our investment banking business in Europe TIMING • Subject to customary closing conditions and regulatory approval • Expected to close in the second quarter of 2020

5 ADDS THE PREEMINENT CHEMICALS INVESTMENT BANK TO THE GROWING PIPER SANDLER PLATFORM Strategic rationale Adds a market-leading advisory practice with deep expertise Global leader in chemicals industry advising on several of the most significant transactions within the sector Continues to scale advisory business Adds a high-margin business with approximately $40MM of annual revenues Complementary business with strong client relationships Significant opportunity to expand PE-based, middle-market business given no overlap with the Piper Sandler platform Synergistic with current industry groups Chemicals expertise very related to Piper Sandler existing energy, industrials, biopharma, and agriculture sectors Significantly enhances European presence Creates opportunities to build a stronger presence across multiple industry verticals in Europe

6 THE VALENCE GROUP Historical transaction statistics* Well-Balanced Between Corporate and PE Balanced, Global Client Base Corporate Private Equity North America Western Europe Asia / LatAm / RoW High Level of Repeat Business Global Transaction Profile Intra-North America Transatlantic Repeat Client Former Counterparty Asia / LatAm / Other Intra-Europe First-Time Transaction * Historical transaction statistics are based on deal activity from January 1, 2016 to December 31, 2019

7 THE VALENCE GROUP Global capability and experience base business to Financial Advisor to Dow Financial Advisor to HSC Financial Advisor to Dow business of Financial Advisor to INEOS Financial Advisor to Tessenderlo Financial Advisor to Evonik Chemicals division to Nylon business of Financial Advisor to Berwind Derivatives Businesses of Financial Advisor to Evonik Financial Advisor to Safripol have sold to The Valence Group acted as and have sold to The Valence Group acted as Financial Advisor to Arsenal has sold to The Valence Group acted as Financial Advisor to Itaúsa has sold to The Valence Group acted as Financial Advisor to Kiran Global is acquiring the Integrated Oxides and The Valence Group acted as Financial Advisor to Indorama has acquired the Performance Materials business of The Valence Group acted as has acquired the integrated The Valence Group acted as Financial Advisor to SK Capital a portfolio company of has been sold to The Valence Group acted as has sold its Building Block The Valence Group acted as Financial Advisor to Cytec has sold to The Valence Group acted as Financial Advisor to DSM/ExxonMobil have acquired the Specialty Chemicals business of now known as The Valence Group acted as Financial Advisor to Carlyle has acquired the Silica The Valence Group acted as has sold its Compounds Business to The Valence Group acted as has sold its Expandable Polystyrene business to The Valence Group acted as has sold its 50% ownership interest in SunBelt Chlor Alkali Partnership to The Valence Group acted as Financial Advisor to PolyOne has sold its Sodium Borohydride a portfolio company of The Valence Group acted as has been sold to ChangYuan Group (Shenzen, China) The Valence Group acted as has sold, via a JV with a critical offtake contract, a collection of businesses to The Valence Group acted as Financial Advisor to DSM has been sold to The Valence Group acted as Financial Advisor to Canexus has acquired from The Valence Group acted as Financial Advisor to PolyOne and issued a Fairness opinion to PolyOne’s Board of Directors has sold to The Valence Group acted as a joint venture of has sold the Caprolactam Business of to The Valence Group acted as Financial Advisor to ChemicaInvest