8-K
Stifel Financial Corp (SF)
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): July 22, 2021
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09305 | 43-1273600 |
|---|---|---|
| (State of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class/Trading Symbol | Trading<br> <br>Symbol | Name of Each Exchange<br> <br>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 |
| Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C | SF PRC | 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 4.50% Non-Cumulative Preferred Stock, Series D, par value $1.00 per share, liquidation preference of $25,000 per share (the “Preferred Stock”), by Stifel Financial Corp. (the “Company”) on July 22, 2021, 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 July 21, 2021, 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.
Item 8.01 Other Events.
On July 22, 2021, the Company issued 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of Preferred Stock, as provided in the Underwriting Agreement, dated July 15, 2021, among the Company, Keefe, Bruyette & Woods, Inc., BofA Securities, Inc. 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 July 22, 2021 (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 $290,050,000 after deducting the underwriting discount and estimated offering expenses payable by the Company, and intends to use such proceeds for general corporate purposes, including the redemption of the Company’s outstanding perpetual 6.25% Non-Cumulative Preferred Stock, Series A, $1.00 par value (the “Series A Preferred Stock”), and the depositary shares, each representing a 1/1000th interest in a share of the Series A Preferred Stock. As previously announced on July 21, 2021, the Company will redeem all of its depositary shares relating to the Series A Preferred Stock for a redemption price of $25.00 per depositary share plus accrued and unpaid dividends to, but excluding, the date of redemption, August 20, 2021.
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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 July 22, 2021, 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).
Item 9.01 Exhibits.
(d) Exhibits.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the use of proceeds from the offering, including the redemption of the Series A Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company disclaims any intent or obligation to update these forward-looking statements.
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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.
| STIFEL FINANCIAL CORP. | ||
|---|---|---|
| Date: July 22, 2021 | By: | /s/ James M. Marischen |
| James M. Marischen | ||
| Chief Financial Officer |
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EX-5.1
Exhibit 5.1
| July 22, 2021 |  |
|---|---|
| BRYAN CAVE LEIGHTON PAISNER LLP | |
| One Metropolitan Square | |
| 211 North Broadway Suite 3600 | |
| St Louis MO 63102 2750 | |
| T: +1 314 259 2000 | |
| Board of Directors | F: +1 314 259 2020 |
| Stifel Financial Corp.<br> <br>501 N. Broadway<br><br><br>St. Louis, MO 63102 | www.bclplaw.com |
| Re: | Stifel Financial Corp. |
| --- | --- |
Depositary Shares, Each Representing a 1/1000th Interest in a Share of 4.50% Non-Cumulative Preferred Stock, Series D
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) (No. 333-238118) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), by Stifel Financial Corp., Inc., a Delaware corporation (the “Company”). We also refer to our opinion dated May 8, 2020, which was included as Exhibit 5.1 to the Registration Statement, and the prospectus supplement to the Registration Statement dated July 15, 2021 and filed with the Commission on July 16, 2021 (the “Prospectus Supplement”). The Prospectus Supplement relates to the sale by the Company, and the purchase by the underwriters set forth therein (the “Underwriters”), of 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of the Company’s perpetual 4.50% Non-Cumulative Preferred Stock, Series D (the “Preferred Stock”). All capitalized terms which are defined in the Underwriting Agreement shall have the same meanings when used herein, unless otherwise specified.
In connection herewith, we have examined:
| (1) | the Restated Certificate of Incorporation of the Company, as amended, including, without limitation, the<br>Certificate of Designations relating to the Preferred Stock filed with the Delaware Secretary of State on July 21, 2021 (the “Certificate of Incorporation”); |
|---|---|
| (2) | the Amended and Restated By-laws of the Company (the “By-laws”); |
| --- | --- |
| (3) | the Underwriting Agreement, dated July 15, 2021, among the Company, Keefe, Bruyette & Woods,<br>Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”); |
| --- | --- |
| (4) | the Registration Statement; |
| --- | --- |
| (5) | the Prospectus Supplement; |
| --- | --- |
| (6) | certain resolutions duly adopted by the Board on July 13, 2021, and certain resolutions duly adopted by<br>the Pricing Committee of the Board of Directors on July 15, 2021; |
| --- | --- |
| (7) | the Deposit Agreement, dated July 22, 2021, between the Company and Computershare Inc., and Computershare<br>Trust Company, N.A., jointly as Depositary; |
| --- | --- |
| (8) | the form of Depositary Receipt representing the Depositary Shares; and |
| --- | --- |
| Stifel Financial Corp.<br> <br>July 22, 2021<br><br><br>Page<br> 2<br> | |
| --- | |
| (9) | the form of certificate representing the Preferred Stock. |
| --- | --- |
We have also examined such other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements and results of inquiries of governmental officials and upon representations made in or pursuant to the Underwriting Agreement and certificates, statements and results of inquiries of appropriate representatives of the Company.
In connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. The shares of Preferred Stock represented by the Depositary Shares have been duly authorized and are validly issued, fully paid and nonassessable.
2. The Depositary Shares have been duly authorized and are validly issued, fully paid and nonassessable, and the holders of the Depositary Shares are entitled to the rights specified in the Deposit Agreement.
Our opinions herein reflect only the application of (i) applicable New York State law (excluding the securities and blue sky laws of such State, as to which we express no opinion), (ii) the federal laws of the United States (excluding the federal securities laws, as to which we express no opinion), and (iii) to the extent required by the foregoing opinions, the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. We do not render any opinions except as set forth above.
| Stifel Financial Corp.<br> <br>July 22, 2021<br><br><br>Page<br> 3<br> |
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Our opinions contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.
Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities, that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence or reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be enforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.
We express no opinion as to the enforceability of any rights to indemnification or contribution provided for in the Deposit Agreement or the Depositary Shares which are violative of public policy underlying any law, rule, or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights. We express no opinion as to the enforceability of (1) any provision of the Deposit Agreement or the Depositary Shares purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniensor improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Company or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (2) choice of law or any provision of the Deposit Agreement relating thereto.
We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion letter as an exhibit to this Current Report on Form 8-K, incorporated by reference into the Registration Statement, and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. We also consent to your filing copies of this opinion letter as an exhibit to the Registration Statement with agencies of such States as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Depositary Shares. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
|---|
| /s/ Bryan Cave Leighton Paisner LLP |