8-K

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): February 15, 2013

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.)

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

N/A

(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 February 15, 2013, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2012, among Stifel Financial Corp., a Delaware corporation (“Stifel”), SFKBW One, Inc., a Delaware corporation and Stifel’s direct, wholly owned subsidiary (“Merger Subsidiary”), SFKBW Two, LLC, a Delaware limited liability company and Stifel’s direct, wholly owned subsidiary, which is disregarded from Stifel (“Successor Subsidiary”), and KBW, Inc., a Delaware corporation (“KBW”), Merger Subsidiary merged with and into KBW and KBW continued as the surviving corporation (the “Merger”). Immediately after the effectiveness of the Merger, KBW merged with and into Successor Subsidiary, with Successor Subsidiary continuing as the surviving entity in such merger as Stifel’s direct wholly owned subsidiary.

Pursuant to the Merger Agreement, each outstanding share of KBW common stock was converted into the right to receive cash consideration of $8.00 and 0.2143 shares of Stifel common stock. In addition, at the effective time of the Merger, all outstanding awards of KBW restricted stock and awards of restricted stock units, other than continuing awards, as discussed below, to the extent not vested prior to the Merger, were fully vested and converted into the right to receive cash consideration of $8.00 and 0.2143 shares of Stifel common stock for each KBW share subject to such awards, subject to any applicable tax withholding.

All outstanding awards of KBW restricted stock that had been subject to a letter agreement providing for a waiver of certain vesting rights (“continuing restricted share awards”), all outstanding awards of KBW restricted stock units for which the holder had made a change in control override election (“continuing RSU awards”) and all other equity awards of KBW were converted into the right to receive 0.2143 shares of Stifel common stock (rounded up to the nearest whole number in case of continuing restricted share awards) for each KBW share subject to such continuing restricted share award, continuing RSU award or other equity award, respectively, immediately prior to the effective time of the Merger, subject to any applicable tax withholding.

On February 15, 2013, Stifel issued a press release announcing the completion of the Merger and the other transactions contemplated by the Merger Agreement and the cessation of trading in KBW common stock as of the end of trading hours on The New York Stock Exchange on February 14, 2013.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 15, 2013.

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: February 19, 2013	By:	/s/ Ronald J. Kruszewski
		Ronald J. Kruszewski
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 15, 2013.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STIFEL AND KBW COMPLETE MERGER

ST. LOUIS & NEW YORK, February 15, 2013 – Stifel Financial Corp. (NYSE: SF) and KBW, Inc. today announced the completion of their previously announced merger. The combination creates a leading financial services specialized practice within the premier middle-market investment bank.

“The financial services sector is one of the significant pillars of the economy, which we believe is poised to benefit from improving fundamentals. Our merger with KBW builds on Stifel’s existing financial services business by combining KBW’s leading financial institutions specialist sales force, extensive research coverage and top ranking investment banking capabilities. Our goal is to leverage KBW’s extensive client relationships across our Institutional and Global Wealth Management platforms,” said Ronald J. Kruszewski, Chairman, President and CEO of Stifel Financial Corp.

Kruszewski added, “I am pleased to welcome Tom Michaud and the KBW team. Together, we have identified significant synergies that make this merger attractive. We intend to grow our combined services and gain market share in financial services.”

Today’s announcement follows shareholder approval of the transaction at the Special Meeting of Stockholders of KBW, and receipt of all regulatory approvals. Each share of KBW common stock will be converted into a combination of: (1) cash consideration of $8.00 ($10.00 less the $2.00 per share extraordinary dividend); and (2) stock consideration based on an exchange ratio of 0.2143 shares of Stifel common stock, which is calculated based on a pricing period that commenced on February 1, 2013 and concluded on February 14, 2013.

KBW will continue to utilize its preeminent market brand, and Thomas Michaud will remain Chief Executive Officer of the KBW business unit and join Stifel’s board. Prior to the opening of the market on February 15, 2013, KBW common shares ceased trading on the NYSE.

“We are excited to now be part of the Stifel family,” said KBW’s Michaud. This is a dynamic time in the financial services industry and we believe that together, we can better provide clients with all the tools necessary to be successful in the current marketplace.”

Stifel Company Information

Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri that conducts its banking, securities, and financial services business through several wholly owned subsidiaries. Stifel clients are served through Stifel, Nicolaus & Company, Incorporated in the U.S., through Stifel Nicolaus Canada Inc. in Canada, and through Stifel Nicolaus Europe Limited in the United Kingdom and Europe. The Company’s broker-dealer affiliates provide securities brokerage, investment banking, trading, investment advisory, and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank & Trust offers a full range of consumer and commercial lending solutions. Stifel Trust Company, N.A. offers trust and related services. To learn more about Stifel, please visit the Company’s web site at www.stifel.com.

KBW, a subsidiary of Stifel Financial Corporation, operates in the U.S. and Europe. Over the years, KBW has established itself as a leading independent authority in the banking, insurance, brokerage, asset management, mortgage banking and specialty finance sectors. Founded in 1962, KBW maintains industry-leading positions in the areas of research, corporate finance, mergers and acquisitions as well as sales and trading in equities securities of financial services companies.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are based upon our current expectations and projections about future events. We intend for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of these safe harbor provisions. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. In addition, our past results of operations do not necessarily indicate our future results. These factors include, but are not limited to, the state of the financial markets and the economy, Stifel’s ability to implement its strategic initiatives and achieve the expected benefits of the merger with KBW, Inc., retain key professionals, as well as other competitive, economic, political, and market conditions and fluctuations, government and industry regulation, risks relating to the merger with KBW, Inc., including the effect of the completion of the transaction on Stifel’s or KBW’s business relationships, operating results and business generally, and other factors. Some of the other factors are those that are discussed in Item 1A “Risk Factors” in Stifel’s Annual Report on Form 10-K for the year ended December 31, 2011 and “Risk Factors” in KBW’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and in Stifel’s and KBW’s respective Quarterly Reports on Form 10-Q filed with the SEC thereafter. We do not assume responsibility for the accuracy or completeness of any forward-looking statement, and you should not rely on forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements to conform them to actual results or revised expectations.

Investor Relations

Sarah Anderson

415-364-2500, investorrelations@stifel.com