Item 3.03 Material Modification to Rights of Security Holders.
Upon issuance of the perpetual 4.50% Non-Cumulative Preferred Stock, Series D,
par value $1.00 per share, liquidation preference of $25,000 per share (the
"Preferred Stock"), by Stifel Financial Corp. (the "Company") on July 22, 2021,
the ability of the Company to declare and pay dividends on, or purchase, redeem
or otherwise acquire, shares of its common stock or any shares of the Company
that rank junior to the Preferred Stock will be subject to certain restrictions
in the event that the Company does not declare and pay (or set aside) dividends
on the Preferred Stock for the last preceding dividend period. The terms of the
Preferred Stock, including such restrictions, are more fully described in the
Certificate of Designations (as defined in Item 5.03 below), a copy of which is
filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 21, 2021, the Company filed a Certificate of Designations (the
"Certificate of Designations") to its Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware, establishing the designations,
preferences, powers and rights of the Preferred Stock.
A copy of the Certificate of Designations is filed with this Current Report on
Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item 8.01 Other Events.
On July 22, 2021, the Company issued 12,000,000 depositary shares (the
"Depositary Shares"), each representing a 1/1000th interest in a share of
Preferred Stock, as provided in the Underwriting Agreement, dated July 15, 2021,
among the Company, Keefe, Bruyette & Woods, Inc., BofA Securities, Inc. and
Wells Fargo Securities, LLC, as representatives of the several underwriters
named in Schedule A thereto. The Depositary Shares were registered for offer and
sold pursuant to an effective Registration Statement on Form S-3 (File
No. 333-238118) declared effective by the Securities and Exchange Commission
("SEC") on May 8, 2020 (the "Registration Statement"). The Depositary Shares
were issued pursuant to a Deposit Agreement, dated as of July 22, 2021 (the
"Deposit Agreement"), by and among the Company, Computershare Inc. and
Computershare Trust Company, N.A., jointly as Depositary, and the holders from
time to time of the depositary receipts described therein. A copy of the Deposit
Agreement is filed with this Current Report on Form 8-K as Exhibit 4.1, and is
incorporated herein by reference. The form of certificate representing the
Preferred Stock and the form of depositary receipt representing the Depositary
Shares are filed as Exhibits 4.2 and 4.3, respectively, and are incorporated
herein by reference.
The Company received net proceeds of approximately $290,050,000 after deducting
the underwriting discount and estimated offering expenses payable by the
Company, and intends to use such proceeds for general corporate purposes,
including the redemption of the Company's outstanding perpetual 6.25%
Non-Cumulative Preferred Stock, Series A, $1.00 par value (the "Series A
Preferred Stock"), and the depositary shares, each representing a 1/1000th
interest in a share of the Series A Preferred Stock. As previously announced on
July 21, 2021, the Company will redeem all of its depositary shares relating to
the Series A Preferred Stock for a redemption price of $25.00 per depositary
share plus accrued and unpaid dividends to, but excluding, the date of
redemption, August 20, 2021.
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In connection with the offering of the Depositary Shares, the Company is filing
this Current Report on Form 8-K to file the following exhibits as exhibits to
the Registration Statement, and such exhibits are hereby incorporated by
reference into the Registration Statement: (i) the Certificate of Designations
(Exhibit 3.1 to this Current Report on Form 8-K), (ii) the Deposit Agreement,
dated July 22, 2021, between the Registrant, Computershare Inc. and
Computershare Trust Company, N.A., jointly as Depositary (Exhibit 4.1 to this
Current Report on Form 8-K), (iii) the form of certificate representing the
Preferred Stock (Exhibit 4.2 to this Current Report on Form 8-K); (iv) the form
of depositary receipt representing the Depositary Shares (Exhibit 4.3 to this
Current Report on Form 8-K) and (v) the opinion of counsel with respect to the
validity of the Depositary Shares and the Preferred Stock (Exhibit 5.1 to this
Current Report on Form 8-K).
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
3.1 Certificate of Designations of the Company with respect to the
Preferred Stock, dated July 21, 2021, filed with the Secretary of
State of the State of Delaware and effective July 21, 2021,
incorporated by reference to Exhibit 8 to the Company's Form 8-A
filed on July 22, 2021
4.1 Deposit Agreement, dated July 22, 2021, among the Company,
Computershare Inc. and Computershare Trust Company, N.A., jointly
as Depositary, and the holders from time to time of the
depositary receipts described therein, incorporated by reference
to Exhibit 9 to the Company's Form 8-A filed on July 22, 2021
4.2 Form of certificate representing the Preferred Stock,
incorporated by reference to Exhibit 10 to the Company's Form 8-A
filed on July 22, 2021
4.3 Form of depositary receipt representing the Depositary Shares
(included as Exhibit A to Exhibit 4.1 above)
5.1 Opinion of Bryan Cave Leighton Paisner LLP
23.1 Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit
5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the use of proceeds from the offering, including the
redemption of the Series A Preferred Stock. These statements are based upon the
Company's current beliefs and expectations and are subject to significant risks
and uncertainties (some of which are beyond the Company's control). Actual
results may differ, possibly materially, from those expressed or implied as a
result of these risks and uncertainties, including, but not limited to, the risk
factors and other uncertainties set forth under "Risk Factors" in Part I, Item
1A of the Company's Annual Report on Form 10-K for the year ended December 31,
2020. The Company disclaims any intent or obligation to update these
forward-looking statements.
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