8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 3, 2020

Date of report (Date of earliest event reported)

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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):

| ☐ | 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: | | | | --- | --- | --- | | Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | | Common Stock, par value $0.01 per share | PIPR | The 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 3.02    Unregistered Sales of Equity Securities.

On April 3, 2020, Piper Sandler Companies (the “Company”) completed its previously announced acquisition of 100% of the equity interests of the Valence Group (the “Acquisition”). A portion of the consideration paid by the Company to the sellers of the Valence Group consisted of restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Equity Consideration”), subject to the terms and conditions of the restricted stock agreements entered into between the Company and each seller. The total number of restricted shares of Common Stock issued as Equity Consideration was 647,268, which is equal to an agreed aggregate value of $28,388,911.25, divided by the volume weighted average per share closing price of the Common Stock on the New York Stock Exchange for the ten trading days ending on March 31, 2020.

The Equity Consideration was issued by the Company directly to the sellers who are “accredited investors” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the Equity Consideration as part of the consideration was made in reliance upon an applicable exemption from registration under the Securities Act, by reason of Section 4(a)(2) thereof or other appropriate exemptions.

Item 7.01    Regulation FD Disclosure.

On April 3, 2020, the Company issued a press release announcing the closing of the Acquisition, a copy of which is attached as Exhibit 99.1 and is herein incorporated by reference.

The information contained in this Item 7.01 and Exhibit 99.1 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 Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act.

Item 9.01    Exhibits.

(d)    Exhibits.

99.1

Press release dated April 3, 2020.

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

		Exhibit

Exhibit 99.1

Piper Sandler Companies 800 Nicollet Mall, Suite 1000 Minneapolis, MN 55402

CONTACT

Tim Carter

Chief Financial Officer Tel: 612 303-5607 timothy.carter@psc.com

F O R I M M E D I A T E R E L E A S E

Piper Sandler Completes Acquisition of

Preeminent Chemicals Investment Bank, The Valence Group

Minneapolis, April 3, 2020 – Piper Sandler Companies (NYSE: PIPR), a leading investment bank and institutional securities firm, today announced it has completed its acquisition of The Valence Group, a premier international investment bank specializing in the chemicals, materials and related sectors. The Valence Group will operate as Piper Sandler’s new chemicals & materials group, adding yet another industry-leading advisory practice to the Piper Sandler platform. In addition, Peter Hall, one of the founders of The Valence Group, will now lead Piper Sandler’s expansion of investment banking in Europe.

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 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

Piper Sandler Companies (NYSE: PIPR) is a leading investment bank and institutional securities firm driven to help clients Realize the Power of Partnership®. The Valence Group was acquired by Piper Sandler and is a brand name used by the chemicals & materials group of the Piper Sandler investment banking division. 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