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 5, 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 3.02. Unregistered Sales of Equity Securities.

On June 5, 2015, Stifel Financial Corp. (the “Company”) closed its previously-announced acquisition of Sterne Agee Group, Inc. (“Sterne Agee”). In connection with the closing of this transaction, the Company will issue an aggregate of 1,419,964 shares of its common stock to former holders of Sterne Agee common stock, preferred stock and convertible debentures. These shares of Company common stock were issued based on a price per share of $51.55, which was the closing price of the Company’s common stock on the trading day prior to the day on which the merger agreement for the transaction was executed.

The shares of Company common stock are being offered to accredited investors pursuant to Rule 506 of regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

Item 8.01. Other Events.

On June 5, 2015, the Company issued a press release announcing the closing of its acquisition of Sterne Agree. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, contains certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this report not dealing with historical results are forward-looking and are based on various assumptions. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation, the following: the inability to complete the transaction due to the failure to obtain requisite approvals of the transaction, including required regulatory approvals; the failure of the transaction to close for any other reason, or to close in a timely manner; the effect of the announcement of the strategic acquisition on the Company’s or Sterne Agee’s respective business relationships and business generally; or the possibility that the anticipated benefits of the strategic acquisition will not be realized, or will not be realized within the expected time period. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 5, 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 10, 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 5, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STIFEL COMPLETES ACQUISITION OF STERNE AGEE

ST. LOUIS, June 5, 2015 – Stifel Financial Corp. (NYSE: SF) today announced that it has completed the acquisition of Sterne Agee Group, Inc. The combination increases Stifel’s Global Wealth Management professionals by 35% to more than 2,800 financial advisors and independent representatives with over $200 billion in client assets, and complements Stifel’s Fixed Income platform, adding depth and capabilities.

“We are pleased to welcome our new partners to Stifel. Sterne Agee fits very well within our Global Wealth Management group. I am excited that 100% of Sterne Agee’s traditional financial advisors have joined Stifel. Under Eric Needleman’s leadership, our fixed income platform is expected to accelerate and become a larger contributor to growth in our Institutional Group,” said Ronald J. Kruszewski, Chairman and CEO of Stifel.

Stifel and Sterne Agee upheld several commitments made at the time of the announcement of this acquisition. First, Stifel and Sterne Agee sold Sterne Agee’s Institutional Equities business, including Equity Sales, Trading and Research to CRT Capital Group. Stifel and Sterne Agee also sold the FBC Mortgage business back to its founders. And, Stifel, Sterne Agee and Stephens reached an agreement whereby five Managing Directors in the Depository Investment Banking Group of Sterne Agee joined Stephens.

The acquired businesses are expected to generate approximately $300 to $325 million in gross annual revenues and be accretive to shareholder value when fully integrated.

“We are excited to now be part of Stifel,” said Eric Needleman. “This is right time to join together and we believe we can better provide clients with all the tools necessary to be successful in the current marketplace.”

Today’s announcement follows shareholder approval of the transaction by Sterne Agee shareholders and receipt of all regulatory approvals.

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.

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 Sterne Agee, 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 Sterne Agee, including the effect of the completion of the transaction on Stifel’s or Sterne Agee’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, 2014, and in Stifel’s 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.

Stifel Investor Relations Contact

Sarah Anderson, (415) 364-2500

investorrelations@stifel.com