UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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Item 8.01. Other Events.
On December 6, 2021, The Jones Financial Companies, L.L.L.P. (the “Partnership”), the parent company of Edward D. Jones & Co., L.P. (a Missouri limited partnership) and Edward Jones (an Ontario limited partnership), its principal operating subsidiaries in the United States and Canada, respectively, announced that the Partnership currently anticipates that it will undertake a registered offering of up to $700 million in limited partnership interests beginning in calendar year 2022.
As with prior offerings, the limited partnership offering would generally be limited to current employees of the Partnership and its subsidiaries as identified by the Enterprise Leadership Team of the Partnership pursuant to various objective and subjective criteria established by the Enterprise Leadership Team. Members of the Enterprise Leadership Team will not be permitted to participate in the offering. The terms of the limited partnership interests would be as described in the Partnership’s filings with the U.S. Securities and Exchange Commission from time to time. The Partnership currently anticipates the net proceeds would be used to meet growth needs or for other general purposes.
Completion of the limited partnership offering is subject to various factors, including the Partnership’s assessment of general economic conditions and the Partnership’s overall performance. There can be no assurance that the limited partnership offering will be completed.
Cautionary Statement
Item 8.01 of this Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offering of limited partnership interests will only be made pursuant to an applicable prospectus or other offering memorandum that the Partnership will distribute to eligible offerees. The offers of limited partnership interests will not be made to any individual in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the limited partnership offers to be made by a licensed broker or dealer, the limited partnership offers will be deemed to be made on behalf of the Partnership by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws, that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.
You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause differences between forward-looking statements and actual events include, but are not limited to, the following: (1) general economic conditions, including an economic downturn or volatility in the U.S. and/or global securities markets, and actions of the U.S. Federal Reserve and/or central banks outside of the United States; (2) regulatory actions; (3) changes in legislation or regulation; (4) actions of competitors; (5) litigation; (6) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (7) changes in interest rates; (8) changes in technology and other technology-related risks; (9) a fluctuation or decline in the fair value of securities; (10) our ability to attract and retain qualified financial advisors and other employees; and (11) the risks discussed under Part I, Item 1A – Risk Factors in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements were based on information, plans, and estimates at the date of this report, and the Partnership does not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
The coronavirus pandemic (“COVID-19”) and the global governmental response, vaccination, and related impact on society and the economy have resulted in significant uncertainty in the global economy and volatility in financial markets. Further economic and market events related to COVID-19 could negatively impact our future business operations and financial results.
The Partnership has several ongoing measures in response to COVID-19 to support the health and well-being of its clients, partners and associates, and may implement additional measures in response to further economic or market events, but cannot provide any assurance that such measures will be successful. Potential effects of the pandemic and the resulting low interest rate environment on certain of the Partnership’s financial results have been disclosed in Part I, Item 1A – Risk Factors and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, as supplemented by the Partnership’s Quarterly Reports on Form 10-Q for the periods ended March 26, 2021, June 25, 2021, and September 24, 2021. However, actual results with respect to such items may vary from expectations and the variation could be material. Accordingly, you should not rely on these descriptions because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
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.
| THE JONES FINANCIAL COMPANIES, L.L.L.P. | ||||
| Date: December 8, 2021 | By: | /s/ Andrew T. Miedler | ||
| Name: Andrew T. Miedler | ||||
| Title: Chief Financial Officer | ||||