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 16, 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)
(Registrants 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 16, 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 report are subject to risks and uncertainties that could cause Stifels 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 Stifels 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 with the Securities and Exchange Commission (the SEC). Stifel 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 disclaims any intent or obligation to update these forward-looking statements.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Additional Information
Investors and security holders are urged to carefully review and consider each of Stifels public filings with 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 with the SEC may be obtained free of charge through a link on Stifels 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 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 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., and Stifel will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Stifel 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 SECs website or from Stifel 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 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 and their ownership of Stifel common stock is set forth in Stifels 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. Louiss 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. Free copies of this document may be obtained as described in the preceding paragraph.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Description of Exhibit | |
99.1 | St. Louis Business Journal article dated May 16, 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 17, 2018 | By: | /s/ James M. Zemlyak | ||||
Name: | James M. Zemlyak | |||||
Title: | President and Chief Financial Officer |
Exhibit 99.1
Back story: Why Stifel bought the Business Bank
By Greg Edwards Reporter, St. Louis Business Journal May 16, 2018 12:50 P.M. CDT
For that last five years, The Business Bank of St. Louis has been trying to buy a bank. Last week it became a seller.
Stifel Financial Corp. agreed to acquire the Business Bank and its holding company, Business Bancshares Inc., 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.
We would like to be St. Louis investment bank, wealth management company and business bank, Stifel Chairman Ron Kruszewski said. Were looking to grow not only nationally, but also grow our presence in St. Louis.
The parties came together because of Stifels investment banking subsidiary Keefe, Bruyette & Woods (KBW), which had been helping the Business Bank and Stifel find possible acquisitions. Instead, it united them.
KBW had been calling us for several years to help us find a bank to buy, said Larry Kirby, president and CEO of the Business Bank. A handful of deals got close, but didnt happen.
For its part, Stifel was looking for a more traditional bank to complement Stifel Bank & Trust, which primarily serves its customers nationally, including those of the Stifel Nicolaus brokerage. We always wanted to grow our banking capabilities, and last year we began assessing the gaps in our business and private banking. We leaned on KBW to help us, said Chris Reichert, chief executive of Stifel Bank & Trust.
Stifels criteria included strong asset quality, sizable assets and a small footprint. We didnt want a retail bank with a branch on every corner, Reichert said. The Business Bank, with $630 million in assets, a single branch in Clayton and mobile and digital banking, fit the bill.
It was the management at the Business Bank that Stifel liked best, Kruszewski said. Im not looking to buy loans you can buy them online, if you want, he said. Larry Kirby, the CEO, and his team are professionals.
At the Business Bank, 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.
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, Its an investment in a town that needs investment in the airport, the convention center, bike paths. Im bullish on St. Louis and want St. Louis to be bullish on St. Louis.