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): June 8, 2015

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-9305	43-1273600
(State or Other Jurisdiction 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) (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 7.01 Regulation FD Disclosure

On June 8, 2015, Stifel Financial Corp. (NYSE: SF) (“Stifel”) announced that it had entered into a Purchase Agreement (the “Purchase Agreement”) to acquire certain assets and assume specified liabilities associated with the Barclays U.S. Wealth and Investment Management Business (the “Transaction”).

Stifel management will host a conference call today, Monday, June 8, 2015 at 8:30 a.m. Eastern time to review this announcement.

All interested parties are invited to listen to the conference call by dialing (877) 876-9938 and referencing conference ID 63045614. A live audio webcast of the call, as well as a presentation, will be available through Stifel’s web site, www.stifel.com. For those who cannot listen to the live broadcast, a replay of the broadcast will be available through the above-referenced web site beginning approximately one hour following the completion of the call. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information in this Item 7.01 and Exhibit 99.2 attached hereto will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On June 8, 2015, Stifel issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Certain statements in this Form 8-K are “forward-looking statements” within the meaning of U.S. federal securities laws. Stifel intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements include, but are not limited to, statements about Stifel’s expectation regarding the timing of the closing of the Transaction. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include the satisfaction of the closing conditions for the Transaction, and other factors and events. Many of these factors and events are beyond Stifel’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this Form 8-K. Stifel does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 8, 2015.
99.2	Investor Presentation released on June 8, 2015.

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
Date: June 8, 2015	By:	/s/ Ronald J. Kruszewski
	Name:	Ronald J. Kruszewski
	Title:	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 8, 2015.
99.2	Investor Presentation released on June 8, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STIFEL TO ACQUIRE BARCLAYS’ WEALTH AND

INVESTMENT MANAGEMENT, AMERICAS

ST. LOUIS, June 8, 2015 – Stifel Financial Corp. (NYSE: SF) today announced that it has entered into a definitive purchase agreement to acquire Barclays’ Wealth and Investment Management, Americas franchise in the U.S. (“Barclays Wealth Americas”).

As of May 31, 2015, Barclays had approximately 180 financial advisors in the U.S. managing approximately $56 billion in total client assets. In addition, Barclays’ business had on balance sheet assets of approximately $1.4 billion and client loans of approximately $1.5 billion held through Barclays’ clearing firm. Barclays’ advisory business is concentrated in New York and 11 other major metropolitan cities in the U.S.

As part of this agreement, Stifel will be the U.S. private wealth distribution partner for certain of Barclays’ equities and credit new issue securities in the U.S.

“We are excited about today’s announcement and our continued growth in our Global Wealth Management business. Barclays’ Wealth franchise in the U.S. is a high-touch, high-service business for sophisticated clients. Combining the depth of Barclays’ franchise and breadth of Stifel’s product offerings, coupled with an entrepreneurial and client-focused culture, will create the premier wealth management platform in the industry today. Importantly, we know that you do not acquire people, but we are excited about partnering with the professionals at Barclays,” said Ronald J. Kruszewski, Chairman and CEO of Stifel.

Barclays’ Chief Executive of Global Wealth and Investment Management, Akshaya Bhargava, said, “The sale of our U.S. Wealth franchise to Stifel represents a good outcome for Barclays and for our clients. We are pleased to have been able to find in Stifel a buyer that is committed to helping the franchise to grow over the long term, and providing for our clients an expanded range of products and services.”

The transaction is expected to close in mid-November of 2015, subject to regulatory approvals and customary conditions. Stifel’s lead financial advisor was Keefe, Bruyette & Woods, Inc., a Stifel company, and Stifel was represented by Bryan Cave LLP.

Conference Call Information

The Company’s management will host a conference call today, Monday, June 8, 2015 at 8:30 a.m. Eastern time to review this announcement. The conference call may include forward-looking statements.

All interested parties are invited to listen to the conference call by dialing (877) 876-9938 and referencing conference ID 63045614. A live audio webcast of the call, as well as a presentation, will be available through Stifel’s web site, www.stifel.com. For those who cannot listen to the live broadcast, a replay of the broadcast will be available through the above-referenced web site beginning approximately one hour following the completion of the call.

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’s broker-dealer clients are served in the United States through Stifel, Nicolaus & Company, Incorporated; Keefe Bruyette & Woods, Inc.; Miller Buckfire & Co., LLC; and Century Securities Associates, Inc., and in the United Kingdom and Europe through Stifel Nicolaus Europe Limited. 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. and 1919 Investment Counsel & Trust Company offer trust and related services. To learn more about Stifel, please visit the Company’s web site at www.stifel.com.

About Barclays U.S. Wealth and Investment Management Franchise

With 12 offices in the US, Barclays Wealth and Investment Management provides comprehensive wealth management solutions to high net worth individuals and families. The firm focuses on providing highly customized investment solutions to clients, in alignment with their long-term risk tolerance, personal aspirations, specific financial needs and investment profile. Barclays offers wealth management products and services to its clients through Barclays Bank PLC (“BBPLC”) and functions in the United States through Barclays Capital Inc. (“BCI”), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the US Securities and Exchange Commission, with offices at 200 Park Avenue, New York, New York 10166. Member FINRA and SIPC.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release that relate to the future plans, events, expectations, performance, objectives, and the like of Stifel Financial Corp., as well as Stifel, Nicolaus & Company, Incorporated and its other subsidiaries (collectively, “Stifel” or the “Company”) and Barclays Wealth and Investment Management, Americas (“Barclays”), may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future events, risks, and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from those expressed or implied in these forward-looking statements.

The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation, the following: (1) the inability to close the transaction in a timely manner; (2) the inability to complete the transaction due to the failure to adopt the transaction agreement and approval of the transaction or the failure to satisfy other conditions to completion of the transaction, including required regulatory and other approvals; (3) the failure of the transaction to close for any other reason; (4) the possibility that the integration of Barclays business and operations with those of Stifel may be more difficult and/or take longer than anticipated, may be more costly than anticipated, and may have unanticipated adverse results relating to Barclays or Stifel’s existing businesses; (5) the challenges of integrating and retaining key employees; (6) the effect of the announcement of the transaction on Stifel’s, Barclays, or the combined company’s respective business relationships, operating results, and business generally; (7) the possibility that the anticipated synergies and cost savings of the transaction will not be realized, or will not be realized within the expected time period; (8) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (9) the challenges of maintaining and increasing revenues on a combined company basis following the close of the transaction; (10) diversion of management’s attention from ongoing business operations and opportunities; (11) general competitive, economic, political, and market conditions and fluctuations; (12) actions taken or conditions imposed by the United States and foreign governments; (13) adverse outcomes of pending or threatened litigation or government investigations; (14) the impact of competition in the industries and in the specific markets in which Stifel and Barclays, respectively, operate; and (15) other factors that may affect future results of the combined company described in Stifel’s filings with the U.S. Securities and Exchange Commission (“SEC”) that are available on the SEC’s web site located at www.sec.gov, including the sections entitled “Risk Factors” in Stifel’s Form 10-K for the fiscal year ended December 31, 2014. Readers are strongly urged to read the full cautionary statements contained in those materials. We assume no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

Stifel Investor Relations Contact

Sarah Anderson, (415) 364-2500

investorrelations@stifel.com

Barclays Corporate Communications

Mark Lane, Tel (212) 412-1413, Mobile (201) 253-9612

mark.lane@barclays.com

EX-99.2

Stifel Financial Corp.

June 8, 2015

Acquisition of Barclays’ Wealth and

Investment Management, Americas

(“Barclays Wealth Americas”)

Exhibit 99.2

2

DISCLAIMER

Forward-Looking

Statements

www.sec.gov,

including

the

sections

entitled

“Risk

Factors”

in

Stifel’s

Form

10-K

for

the

fiscal

year

ended

December

31,

2014.

Readers

are

strongly

urged to read the full cautionary statements contained in those materials. We assume no obligation to update any forward-looking

statements to reflect events that occur or circumstances that exist after the date on which they were made.

Statements in this presentation that relate to the future plans, events, expectations, performance, objectives, and the like of Stifel Financial Corp., 

as well as Stifel, Nicolaus & Company, Incorporated and its other subsidiaries (collectively, “Stifel” or the “Company”) and Barclays Wealth and

Investment Management, Americas (“Barclays”), may constitute “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Future events, risks, and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from those expressed or

implied in these forward-looking statements.

The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation, the

following: (1) the inability to close the transaction in a timely manner; (2) the inability to complete the transaction due to the failure to adopt the

transaction agreement and approval of the transaction or the failure to satisfy other conditions to completion of the transaction, including required

regulatory and other approvals; (3) the failure of the transaction to close for any other reason; (4) the possibility that the integration of Barclays

business and operations with those of Stifel may be more difficult and/or take longer than anticipated, may be more costly than anticipated, and may

have unanticipated adverse results relating to Barclays or Stifel’s existing businesses; (5) the challenges of integrating and retaining key employees; 

(6) the effect of the announcement of the transaction on Stifel’s, Barclays, or the combined company’s respective business relationships, operating

results, and business generally; (7) the possibility that the anticipated synergies and cost savings of the transaction will not be realized, or will not be

realized within the expected time period; (8) the possibility that the transaction may be more expensive to complete than anticipated, including as a

result of unexpected factors or events; (9) the challenges of maintaining and increasing revenues on a combined company basis following the close 

of the transaction; (10) diversion of management’s attention from ongoing business operations and opportunities; (11) general competitive,

economic, political, and market conditions and fluctuations; (12) actions taken or conditions imposed by the United States and foreign governments;

(13) adverse outcomes of pending or threatened litigation or government investigations; (14) the impact of competition in the industries and in the

specific markets in which Stifel and Barclays, respectively, operate; and (15) other factors that may affect future results of the combined company

described in Stifel’s filings with the U.S. Securities and Exchange Commission (“SEC”) that are available on the SEC’s web site located at  

3

A Powerful Combination of Breadth and Depth

Barclays Wealth Americas brings a highly focused organization

with deep, high conviction, investment capabilities

Stifel brings significant breadth of product and service 

capabilities that are complementary to Barclays Wealth Americas

This combination of depth and breadth, joined with a culture of

meritocracy and entrepreneurial, client first thinking =

Premier Wealth Management Franchise

Unique

transaction

structure

whereby

Stifel’s

investment                     

will match the business and professionals who join the firm

WHY THIS COMBINATION MAKES SENSE

4

•

Created following Barclays’ acquisition of the

Private Investment Management division of

Lehman Brothers in 2008

•

Full suite of capabilities including investment

advisory and managed money, capital markets

(equity, fixed income, credit), custom credit and

Reg T (margin) lending and trust services

•

12-office footprint covers major wealth centers in

the U.S.

•

Selected statistics:

•

~180 IRs

•

~$56B of client assets

•

Average IR tenure is ~9 years

•

$1.4 billion of on-balance sheet assets and

approximately $1.5 billion of client loans

held through Barclays’ clearing firm

Key Facts

•

New York

•

Chicago

•

Boston

•

San Francisco

•

Washington D.C.

•

Los Angeles

•

Houston

•

Dallas

•

Atlanta

•

Palm Beach

•

Miami

•

Philadelphia

OVERVIEW OF BARCLAYS WEALTH AMERICAS

2014 Revenue Contribution

Office Locations

5

•

Atlanta

•

Chicago

•

Houston

•

Miami

•

Palm Beach

•

San Francisco

•

Boston

•

Dallas

•

Los Angeles

•

New York

•

Philadelphia

•

Washington, D.C.

•

Stifel has 330 Private Client Group Offices in 45 states

FURTHER EXPANSION INTO MAJOR MARKETS

Stifel -

Breadth

Stifel -

Breadth

12-office footprint covers all major wealth

centers in the U.S.

Full suite of high-conviction investment

capabilities including:

Investment advisory and managed

money

Alternative Investment Capabilities

Capital Markets

Custom Credit and Reg T (margin)

National Delaware Trust services

charter

Barclays -

Depth

Barclays -

Depth

National presence in 330 offices

Broad Investment Advisory Platform offers new

investment managers and strategies to Barclays IRs

Stifel has extensive Asset Management capabilities

including 19/19 Investment Counsel, Ziegler

Capital, Thomas Weisel Partners, EquityCompass,

and Washington Crossing Advisors

New Trading and Performance Reporting

Technologies

Broad Stifel and KBW Research Platforms

Broad Stifel/KBW Investment Banking Capabilities

Nationally recognized municipal finance franchise

COMBINING BREADTH AND DEPTH

This combination of depth and breadth, joined with a culture of meritocracy and entrepreneurial, client first thinking 

=

Premier Wealth Management Franchise

6

7

SIMILAR HIGH NET WORTH PLATFORMS

COMPARING

BARCLAYS WEALTH AMERICAS TO STIFEL’S TOP 198 ADVISORS

Barclays

Stifel

Revenues

($s million)

Advisory, Fee Based, and Credit 

(1), (2)

147.7

210.0

Transactional & Capital Markets

184.3

117.4

Total Advisory, Credit, & Brokerage

332.0

327.4

Assets

($s billion)

Fee Based AUM

(3)

22.7

25.6

Brokerage AUM

35.2

27.6

Total AUM

57.9

53.3

Average Return on Assets

0.57%

0.61%

Notes:

(1) Barclays

data

is

trailing

twelve

months

as

of

April

30,

2015

and

Stifel’s

data

is

current

trailing

twelve

months.

(2) Barclays

info

is

prepared

on

a

pro

forma

basis

based

on

Stifel’s

view

of

the

business.

(3) Stifel information is based upon the Company’s view of the assets and production of its top 198 advisors.

8

TRANSACTION HIGHLIGHTS

Transaction

Distribution

Agreement

Financial Impact

Required

Approvals

Target Closing

•

Acquisition by Stifel of certain assets related to Barclays Wealth Americas 

•

Stifel

will hire up to 180 financial advisors currently managing approximately $56 billion in client assets

•

Barclays has on-balance sheet assets of approximately $1.4 billion, and approximately $1.5 billion of client

loans held through Barclays’ clearing firm

•

Transaction structure is highly variable and scaled based upon the number of advisors that ultimately join

Stifel

•

Stifel will be the U.S. private wealth distribution partner for certain of Barclays’ equities and credit

new issue securities in the U.S.

•

Immediately accretive to Stifel

•

Revenue contribution expected be approximately $200 million to $325 million

•

Anticipated pre-tax margins of 20% -

25%, after amortization of retention

•

Excludes positive balance sheet leverage to a potential rise in interest rates

•

Stifel expects to issue between 1.0 million and 2.0 million shares

•

Subject to regulatory approvals and customary conditions

•

Mid-November of 2015

9

IMPACT

OF A RISING RATE ENVIRONMENT

~$42mm

~$61MM

Barclays -

~$6mm

~$6mm

Barclays -

~$1mm

~$13mm

Stifel -

~$5mm

Barclays -

~$5mm

Stifel Bank

Remainder of

Deposit Fees

Projected

Stifel

Stifel

Incremental

Pre-Tax Earnings

Projected increase in annual pre-tax earnings from a 100 bps rise in short-term rates

Fee Waivers

Net Interest Income

Barclays -

~$12mm

Stifel -

~$49mm

Stifel -

~$8mm

Stifel -

~$36mm

Assumptions:

(1) Based on an instantaneous change in short-term rates

(2) Ultimately, the amount earned by clients and kept by the firm will be based on market/competitive pricing, etc.

10

•

Private Client –

350 financial advisors and support

•

Revenue production has exceeded expectations

•

October 2009

•

Bank holding company

•

Grown assets from ~ $100M to $5.2B

•

April 2007

•

Private Client –

75 financial advisors

•

Public Finance

•

December 2008

•

Private Client –

400 financial advisors

•

Capital Markets

•

February 2007

•

Asset Management

•

Over $4 billion in assets

•

November 2013

•

Portfolio of 1-4 family residential mortgages

•

October 2013

•

Customized investment advisory and trust services

•

November 2014

Private Client

Asset Management

Bank

•

180 Financial advisors with ~$56 billion in client assets

•

Announced: June 2015

•

Customized investment advisory and trust services

•

Announced: March 2015

TRACK RECORD OF SUCCESSFUL INTEGRATION…