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 1, 2016
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09305 | 43-1273600 | ||
| (State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
501 N. Broadway, St. Louis, Missouri 63102-2188
(Address of principal executive offices and zip code)
(314) 342-2000
(Registrant’s telephone number, including area code)
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)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 1, 2016, Stifel Financial Corp. (the “Company”) completed the previously disclosed sale of Sterne Agee, LLC’s legacy independent brokerage and clearing businesses to INTL FCStone Inc. pursuant to two separate stock purchase agreements dated June 24, 2016. The closing of the sale of Sterne Agee, LLC’s legacy RIA business will occur during the third quarter following a customary client notice period. Pursuant to the two stock purchase agreements, the Company agreed to sell Sterne Agee Financial Services, Inc.; Sterne Agee Clearing, Inc.; Sterne Agee & Leach, Inc.; Sterne Agee Asset Management, Inc.; and Sterne Agee Investment Advisor Services, Inc. (the “Sterne Businesses”) for cash consideration equal to approximately $50 million.
In connection with the completion of the sale of the Sterne Businesses, the Company is filing as Exhibit 99.1 hereto certain pro forma financial information giving pro forma effect to the sale of the Sterne Businesses as of the dates indicated therein.
Item 9.01 Financial Statements and Exhibits.
| (b) | Pro forma financial information. |
Attached as Exhibit 99.1 hereto and incorporated by reference are an unaudited pro forma consolidated statement of financial condition as of March 31, 2016 and unaudited pro forma consolidated statements of operations for the three months ended March 31, 2016 and the year ended December 31, 2015, in each case giving pro forma effect to the sale of the Sterne Businesses.
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Unaudited Pro Forma Consolidated Financial 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 8, 2016 | By: | /s/ James M. Zemlyak | ||
| Name: | James M. Zemlyak | |||
| Title: | President and Chief Financial Officer | |||
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EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Statements. | |
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