UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )*
FBR & Co.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
30247C400
(CUSIP Number)
J. DANIEL PLANTS
VOCE CAPITAL MANAGEMENT LLC
600 Montgomery Street, Suite 210
San Francisco, California 94111
(415) 489-2600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 7, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 |
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NAME OF
REPORTING PERSON Voce Capital Management LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
WC |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION CALIFORNIA |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
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SOLE VOTING POWER
- 0 - |
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8 |
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SHARED VOTING POWER
387,025 |
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9 |
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SOLE DISPOSITIVE POWER
- 0 - |
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10 |
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SHARED DISPOSITIVE POWER
387,025 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
387,025 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.1% |
14 |
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TYPE OF REPORTING PERSON
OO |
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1 |
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NAME OF
REPORTING PERSON Voce Capital LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
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SEC USE ONLY
|
4 |
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SOURCE OF FUNDS
WC |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
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SOLE VOTING POWER
- 0 - |
|
8 |
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SHARED VOTING POWER
387,025 |
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9 |
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SOLE DISPOSITIVE POWER
- 0 - |
|
10 |
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SHARED DISPOSITIVE POWER
387,025 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
387,025 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.1% |
14 |
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TYPE OF REPORTING PERSON
OO |
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1 |
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NAME OF
REPORTING PERSON J. Daniel Plants |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
WC |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION USA |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
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SOLE VOTING POWER
- 0 - |
|
8 |
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SHARED VOTING POWER
387,025 |
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9 |
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SOLE DISPOSITIVE POWER
- 0 - |
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10 |
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SHARED DISPOSITIVE POWER
387,025 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
387,025 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.1% |
14 |
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TYPE OF REPORTING PERSON
IN |
The following constitutes the Schedule 13D filed by the undersigned (the Schedule 13D).
Item 1. |
SECURITY AND ISSUER |
The title of the class of equity security to which this statement
on Schedule 13D relates is the Common Stock, par value $0.001 per share (the Shares) of FBR & Co., a Virginia corporation (the Issuer). The address of the Issuers principal executive offices 1300 North
Seventeenth St., Arlington, VA 22209.
Item 2. |
IDENTITY AND BACKGROUND |
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(a) |
This statement is filed by: |
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(i) |
Voce Capital Management LLC, a California limited liability company (Voce Capital Management), with respect to the Shares beneficially owned by it; |
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(ii) |
Voce Capital LLC, a Delaware limited liability company (Voce Capital), as the sole managing member of Voce Capital Management; and |
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(iii) |
J. Daniel Plants, as the sole managing member of Voce Capital. |
Each of the foregoing is
referred to as a Reporting Person and collectively as the Reporting Persons.
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(b) |
The address of the principal office of each of Voce Capital Management, Voce Capital and Mr. Plants is 600 Montgomery Street, Suite 210, San Francisco, California 94111. |
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(c) |
The principal business of Voce Capital Management is investing for funds and accounts under its management. The principal business of Voce Capital is serving as the sole managing member of Voce Capital Management.
Mr. Plants is the sole managing member of Voce Capital. |
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(d) |
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
No Reporting Person, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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(f) |
Voce Capital is organized under the laws of the State of Delaware. Voce Capital Management is organized under the laws of the State of California. Mr. Plants is a citizen of the United States of
America. |
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The Shares beneficially owned by Voce
Capital Management were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 387,025 Shares
beneficially owned by Voce Capital Management is approximately $8,656,694.42, excluding brokerage commissions.
Item 4. |
PURPOSE OF TRANSACTION |
The Reporting Persons acquired the shares of Common Stock for
investment purposes because they believed that the shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons believe that the Issuer can create significant value for its shareholders through
enhancements to its capital allocation policies, optimization of its capital structure and improvements to its corporate governance, among other opportunities.
The Reporting Persons have engaged in, and intend to continue to engage in, communications concerning the foregoing with officers and/or
members of the Issuers board of directors. In addition, the Reporting Persons may communicate with the Issuers current or prospective shareholders; its representatives; industry participants, research analysts and members of the press;
existing or potential strategic partners or competitors, investment and financing professionals and sources of capital and credit; and other interested or relevant parties relating to topics including, but not limited to, the operations of the
Issuer. Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4
of Schedule 13D.
Depending upon various factors including, without limitation, an ongoing evaluation of the investment in the Common
Stock, changes in the Issuers operations, business strategy or prospects, prevailing market and industry conditions, other investment opportunities available to the Reporting Persons, liquidity requirements and other investment considerations,
the Reporting Persons may, from time to time and at any time and in such manner as they deem advisable (whether in the open market, through privately negotiated transactions or otherwise), further acquire, hold, vote, trade or dispose of some or all
of the Common Stock, and may enter into financial instruments or other agreements that increase or decrease the Reporting Persons economic exposure with respect to their investment in the Issuer, and/or engage in hedging or similar
transactions with respect to such holdings.
The Reporting Persons reserve the right at any time to formulate alternative plans, make other
proposals or take additional actions with respect to their investment in the Issuer, including changing their intentions with respect to any and all matters referred to in this Item 4 of Schedule 13D.
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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(a) |
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,588,727 Shares outstanding as of April 30, 2015, which is the total number of Shares outstanding as reported in the
Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2015. |
As of the close of business on July 7, 2015, Voce Capital Management beneficially owned
387,025 Shares, constituting approximately 5.1% of the Shares outstanding. Voce Capital, as the sole managing member of Voce Capital Management, may be deemed to beneficially own the 387,025 Shares beneficially owned by Voce Capital Management,
constituting approximately 5.1% of the Shares outstanding. Mr. Plants, as the sole managing member of Voce Capital, may be deemed to beneficially own the 387,025 Shares beneficially owned by Voce Capital Management, constituting approximately
5.1% of the Shares outstanding.
As of the close of business on July 7, 2015, the Reporting Persons collectively beneficially owned an
aggregate of 387,025 Shares, constituting approximately 5.1% of the Shares outstanding.
Each Reporting Person disclaims beneficial
ownership with respect to any shares of the Shares other than the shares owned directly and of record by such Reporting Person.
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(b) |
By virtue of their respective positions with Voce Capital Management, each of Voce Capital and Mr. Plants may be deemed to have shared power to vote and dispose of the Shares reported beneficially owned by Voce
Capital Management. |
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(c) |
The following Reporting Person engaged in the following open-market transactions with respect to the Issuers Common Stock during the last 60 days: |
VOCE CAPITAL MANAGEMENT LLC
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Trade Date |
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Shares Purchased (Sold) |
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Price Per Share ($) |
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5/5/2015 |
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4,694 |
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21.40 |
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5/6/2015 |
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22,600 |
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21.58 |
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5/7/2015 |
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6,390 |
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21.22 |
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5/8/2015 |
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9,556 |
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21.46 |
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5/12/2015 |
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1,479 |
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21.00 |
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5/27/2015 |
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5,602 |
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21.02 |
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5/28/2015 |
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15,995 |
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21.07 |
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5/29/2015 |
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8,500 |
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21.10 |
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6/1/2015 |
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24,787 |
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21.36 |
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6/2/2015 |
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5,934 |
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21.49 |
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6/2/2015 |
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12,800 |
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21.50 |
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6/3/2015 |
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6,600 |
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21.70 |
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6/4/2015 |
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23,910 |
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22.17 |
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6/4/2015 |
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15,800 |
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22.06 |
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6/5/2015 |
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2,975 |
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21.72 |
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6/8/2015 |
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8,200 |
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21.72 |
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6/9/2015 |
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7,545 |
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22.19 |
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6/9/2015 |
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13,000 |
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21.80 |
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6/10/2015 |
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4,266 |
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22.49 |
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6/11/2015 |
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3,387 |
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22.46 |
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6/11/2015 |
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3,300 |
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22.62 |
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6/12/2015 |
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9,000 |
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22.67 |
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6/15/2015 |
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10,000 |
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22.43 |
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6/16/2015 |
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8,164 |
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22.48 |
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6/16/2015 |
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3,800 |
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22.49 |
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6/26/2015 |
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75,000 |
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23.72 |
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6/29/2015 |
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3,981 |
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22.98 |
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6/30/2015 |
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1,240 |
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22.99 |
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7/1/2015 |
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7,132 |
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22.98 |
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7/2/2015 |
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7,408 |
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22.96 |
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7/6/2015 |
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9,688 |
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22.96 |
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7/7/2015 |
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10,092 |
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22.81 |
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7/7/2015 |
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34,200 |
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22.97 |
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(d) |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Not applicable
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 1 Joint Filing
Agreement
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 16, 2015
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Voce Capital Management LLC |
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By: |
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Voce Capital LLC Managing
Member |
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By: |
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/s/ J. Daniel Plants |
Name: |
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J. Daniel Plants |
Title: |
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Managing Member |
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Voce Capital LLC |
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By: |
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/s/ J. Daniel Plants |
Name: |
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J. Daniel Plants |
Title: |
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Managing Member |
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/s/ J. Daniel Plants |
J. Daniel Plants |
EXHIBIT INDEX
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Exhibit 1 |
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Joint Filing Agreement |
EXHIBIT 1
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common
Stock, par value $0.001 per share, of FBR & Co., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Date: July 16, 2015
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Voce Capital Management LLC |
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By: |
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Voce Capital LLC Managing
Member |
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By: |
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/s/ J. Daniel Plants |
Name: |
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J. Daniel Plants |
Title: |
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Managing Member |
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Voce Capital LLC |
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By: |
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/s/ J. Daniel Plants |
Name: |
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J. Daniel Plants |
Title: |
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Managing Member |
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/s/ J. Daniel Plants |
J. Daniel Plants |
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