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

Date of Report (Date of earliest event reported): January 26, 2024

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-32026	16-1685692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	COHN	The NYSE American 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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on June 25, 2007, Cohen & Company Inc. (formerly Alesco Financial Inc.), a Maryland corporation (the “Company”), entered into the Junior Subordinated Indenture (the “Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), pursuant to which the Company issued an aggregate of $28,995,000 of the Company’s Junior Subordinated Notes, which mature on July 30, 2037 (the “Notes”), in a private placement under Rule 144A under the Securities Act of 1933, as amended.

On January 26, 2024, the Company and the Trustee entered into Supplemental Indenture No. 1 to Junior Subordinated Indenture (the “Supplemental Indenture”), which amended the Indenture to provide that the benchmark to determine the interest rates applicable to the Notes will be based on the Secured Overnight Financing Rate (SOFR), as provided in the Adjustable Interest Rate (LIBOR) Act. Prior to the execution of the Supplemental Indenture, the benchmark to determine the interest rates applicable to the Notes under the Indenture was based on the London Interbank Offered Rate (“LIBOR”). The Supplemental Indenture was made effective as of July 1, 2023, the first date following the cessation of the publication of LIBOR. Except as described herein, no other changes were made to the Indenture pursuant to the Supplemental Indenture.

The foregoing description of the Supplemental Indenture is not complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated in this Item 4.1 by reference.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number	Description
4.1*	Supplemental Indenture No. 1 to Junior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc. and Wells Fargo Bank, N.A.
104	Cover Page Interactive Data File (Embedded within the inline XBRL document).

* Filed electronically herewith.

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.

	COHEN & COMPANY INC.
Date: January 29, 2024	By:	/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 1 TO JUNIOR
SUBORDINATED INDENTURE

THIS SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), is entered into as of January 26, 2024 and is made effective as of July 1, 2023 (the “Effective Date”), by and between Cohen & Company Inc. (formerly Alesco Financial Inc.) (the “Issuer”) and Wells Fargo Bank, N.A. (the “Trustee”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Indenture (as defined below). Each of the Issuer and the Trustee may be referred to herein as a “Party,” and, together, as the “Parties.”

RECITALS:

WHEREAS, the Issuer is a party to that certain Junior Subordinated Indenture, dated as of June 25, 2007, by and between the Issuer and the Trustee (the “Indenture”);

WHEREAS, Schedule A of the Indenture provides for a methodology to calculate interest rates under the Indenture if LIBOR is not available;

WHEREAS, the Issuer believes that Schedule A of the Indenture is not clear and does not provide a practicable replacement benchmark rate for LIBOR;

WHEREAS, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was enacted by Congress to provide for a process for transitioning from LIBOR to rates based on the Secured Overnight Financing Rate (“SOFR”) in contracts which lack a clear process to replace LIBOR upon its scheduled cessation after June 30, 2023; and

WHEREAS, the Parties, with the consent of the holder of the Notes and the holder of the Preferred Securities having been obtained, desire to amend Schedule A of the Indenture, effective as of the Effective Date, to provide a clear process under the Indenture for transitioning from LIBOR to SOFR as if the transition had occurred by operation of law under the LIBOR Act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.            Amendment to Article I of the Indenture. Effective as of the Effective Date, the following definition is hereby added to Article I of the Indenture:

“LIBOR Act” shall mean the Adjustable Interest Rate (LIBOR) Act, codified at 12 U.S.C. §§ 5801 et seq., and any successor legislation thereto and any regulations promulgated thereunder.”

2.            Amendment and Restatement of Schedule A of the Indenture. Effective as of the Effective Date, Schedule A of the Indenture is amended and restated in its entirety to read as set forth on Exhibit A attached hereto.

3.            No Other Changes. Except as expressly amended by this Supplemental Indenture, all of the terms and conditions of the Indenture shall continue in full force and effect and shall be unaffected by this Supplemental Indenture.

4.            Waiver of Requirements Under the Indenture. The Parties hereby waive any requirements under the Indenture to, in connection with this Supplemental Indenture, deliver or obtain any Opinion of Counsel or an Officer’s Certificate or for the Supplemental Indenture to be authorized by a Board Resolution.

5.            Entire Agreement. This Supplemental Indenture constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

6.            Amendment. This Supplemental Indenture may not be amended or modified except by a written agreement executed by the Parties.

7.            Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Indenture and the rights and obligations of each of the Holders, the Company and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law). ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE.

8.            Headings. The sections and other headings contained in this Supplemental Indenture are for reference purposes only and shall not affect the meaning or interpretation of this Supplemental Indenture.

9.            Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

10.            Counterparts. This Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Supplemental Indenture delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of a signed copy of this Supplemental Indenture.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, the Parties have executed this Supplemental Indenture No. 1 to the Junior Subordinated Indenture on the date first written above.

ISSUER:

Cohen & Company Inc.

By:	/s/ Joseph W. Pooler. Jr.
Name:	Joseph W. Pooler, Jr.
Title:	Executive Vice President, Chief Financial
	Officer and Treasurer

TRUSTEE:

Wells Fargo Bank, N.A.
By	Computershare Trust Company, N.A.,
	as agent and attorney-in-fact
By:	/s/ Michael G. Oller, Jr.
Name:	Michael G. Oller, Jr.
Title:	Vice President

Exhibit A

Schedule A to Indenture

DETERMINATION OF LIBOR

With respect to the Securities, the London interbank offered rate (“LIBOR”) shall be determined by the Calculation Agent in accordance with the following provisions (in each case rounded to the nearest .000001%):

(1)            On the second LIBOR Business Day (as defined below) prior to an Interest Payment Date occurring after the expiration of the Fixed Rate Period (each such day, a “LIBOR Determination Date”), LIBOR for any given security shall for the following interest payment period equal the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets Commodities News, for three (3)-month Eurodollar deposits that appears on Reuters Screen LIBOR 01 (as defined in the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange Definitions, as the same may be amended from time to time), or such other page as may replace such Page LIBOR 01 (as any such replacement may be amended from time to time), as of 10:00 A.M. (New York City time) on such LIBOR Determination Date.

(2)            If, on any LIBOR Determination Date, LIBOR does not appear on Reuters Screen LIBOR 0l or such other page as may replace such Page LIBOR 0l, the Securities shall not bear interest in respect of LIBOR but shall instead bear interest in accordance with the terms and conditions of the LIBOR Act.

(3)            As used herein: “LIBOR Business Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

XML

Cover	Jan. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 26, 2024
Entity File Number	1-32026
Entity Registrant Name	Cohen & Co Inc.
Entity Central Index Key	0001270436
Entity Tax Identification Number	16-1685692
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Cira Centre
Entity Address, Address Line Two	2929 Arch Street, Suite 1703
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	215
Local Phone Number	701-9555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	COHN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false