0001193125-18-159834.txt : 20180511 0001193125-18-159834.hdr.sgml : 20180511 20180511060902 ACCESSION NUMBER: 0001193125-18-159834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180510 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180511 DATE AS OF CHANGE: 20180511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 18824854 BUSINESS ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 314-342-2000 MAIL ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 8-K 1 d585992d8k.htm 8-K 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): May 10, 2018

 

 

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

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))

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 8.01 Other Events.

On May 10, 2018, Stifel Financial Corp. (the “Company” or “Stifel”) announced that it had entered into a definitive agreement with Business Bancshares, Inc. under which the Company will acquire Business Bancshares, Inc. and its wholly owned subsidiary, The Business Bank of St. Louis.

Stifel executives made comments in an article published by the St. Louis Business Journal on May 10, 2018 regarding the acquisition. A copy of the article is filed as Exhibit 99.1 hereto and is incorporated 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 press release are subject to risks and uncertainties that could cause Stifel Financial Corp.’s actual results to differ materially from those expressed in or implied by the statements. Material factors and assumptions could cause actual results to differ materially from current expectations. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities: the costs or effects of acquisitions or dispositions Stifel may make, whether Stifel is able to obtain any required governmental approvals in connection with any such acquisitions or dispositions, and/or Stifel’s ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; the ability to successfully integrate acquired companies or branch offices and financial advisors; a material adverse change in financial condition; the risk of borrower, depositor, and other customer attrition; a change in general business and economic conditions; changes in the interest rate environment, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation and regulation; other economic, competitive, governmental, regulatory, geopolitical, and technological factors affecting the companies’ operations, pricing, and services; and other risk factors referred to from time to time in filings made by Stifel Financial Corp. with the Securities and Exchange Commission. Stifel Financial Corp. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Stifel Financial Corp. disclaims any intent or obligation to update these forward-looking statements.

Additional Information

Investors and security holders are urged to carefully review and consider each of Stifel Financial Corp.’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to its Annual Reports on Form 10-K, its Current Reports on Form 8-K, and its Quarterly Reports on Form 10-Q. The documents filed by Stifel Financial Corp. with the SEC may be obtained free of charge through a link on Stifel’s website at www.stifel.com or on the SEC website at www.sec.gov. These documents may also be obtained free of charge from Stifel Financial Corp. by requesting them in writing to Stifel Financial Corp., 501 N. Broadway, St. Louis, Missouri 63102, Attention: Joel Jeffrey, or by telephone at (212) 271-3610.

In connection with the proposed transaction, Stifel Financial Corp. intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of Business Bancshares, Inc. and a prospectus of Stifel Financial Corp., and Stifel Financial Corp. will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Stifel Financial Corp. and Business Bancshares, Inc. are urged to carefully read the entire registration statement, proxy statement and prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive proxy statement will be sent to the shareholders of Business Bancshares, Inc. seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement, the proxy statement and the prospectus free of charge from the SEC’s website or from Stifel Financial Corp. by writing to the address set forth in the paragraphs above and from Business Bancshares, Inc. at 8000 Maryland Avenue, Clayton, Missouri 63105.


Proxy Solicitation

Stifel Financial Corp. and Business Bancshares, Inc., and certain of their directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Business Bancshares, Inc. in connection with the proposed transaction. Information about the directors and executive officers of Stifel Financial Corp. and their ownership of Stifel Financial Corp. common stock is set forth in Stifel Financial Corp.’s Proxy Statement for the 2018 Annual Meeting of Shareholders filed with the SEC. Information about the directors and executive officers of Business Bancshares, Inc. is available on The Business Bank of St. Louis’s website. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement and prospectus regarding the proposed transaction when it becomes available.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

  

Description of Exhibit

99.1    St. Louis Business Journal article dated May 10, 2018.


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: May 11, 2018     By:   /s/ James M. Zemlyak
    Name:   James M. Zemlyak
    Title:   President and Chief Financial Officer
EX-99.1 2 d585992dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Stifel buys The Business Bank of St. Louis

By Greg Edwards – Reporter, St. Louis Business Journal – May 10, 2018 4:42 P.M. CDT

Stifel Financial Corp. is buying Business Bancshares Inc. and its Business Bank of St. Louis in an effort to become a major player in local business lending.

Terms were not disclosed. The deal is expected to close in the fourth quarter.

Stifel already owns Stifel Bank & Trust, with $15.3 billion in assets, which serves its clients nationwide, including those of the Stifel, Nicolaus brokerage. The acquisition of the Business Bank, with $630 million in assets, is more locally focused.

“We would like to be St. Louis’ investment bank, wealth management company and business bank,” Stifel Chairman Ron Kruszewski said in a phone call from Phoenix, where the company is holding a board meeting. “We’re looking to grow not only nationally, but also grow our presence in St. Louis.”

Stifel has bought more than 20 companies nationally and in London under Kruszewski, who has led the company since 1997 and has said repeatedly that acquisitions will remain central to its growth strategy.

Last year, Stifel began looking for a traditional bank to complement its specialized Stifel Bank & Trust. It compiled a list of more than 40 here and elsewhere, though St. Louis was its preference, and the Business Bank soon rose to the top.

Stifel was interested in the bank because of its management more than its assets, Kruszewski said. “I’m not looking to buy loans — you can buy them online, if you want,” he said. “Larry Kirby, the CEO, and his team are professionals.”

“We thought, ’Wow, a $21 billion company is interested in us.’ We were humbled,” Kirby said. All senior executives and key client managers have agreed to stay. The bank has 70 employees.

Stifel will form an intermediary holding company for the banks. Kirby will continue to lead the Business Bank, and Chris Reichert will continue as CEO of Stifel Bank & Trust and head the as-yet-unnamed holding company.

Reichert hinted at an acquisition in an interview with the Business Journal late last year. “Like our firmwide M&A strategy, the bank may find attractive M&A opportunities where we can expand the capabilities we offer to individual and institutional clients,” he said then.

The Business Bank, with quality assets, a single branch in Clayton and mobile and digital banking, filled the bill, he said.

Kruszewski — who has long advocated investments in St. Louis, including the riverfront stadium proposal — said the Business Bank “is an opportunity to invest in our back yard,” adding, “It’s an investment in a town that needs investment — in the airport, the Convention Center, bike paths. I’m bullish on St. Louis and want St. Louis to be bullish on St. Louis.”


Stifel (NYSE: SF) reported net income of $173.5 million on record net revenue of $2.9 billion for 2017, compared with net income of $77.6 million on net revenue of $2.6 billion for 2016.

The Business Bank, which has more than 100 shareholders and no majority owner, reported a profit of $4.7 million for the year, compared with $6.3 million in 2016, according to the Federal Reserve Bank of St. Louis. The bank was founded by Dave Mishler in 2002.