Current Report Filing (8-k)
December 20 2019 - 3:12PM
Edgar (US Regulatory)
0001230245
false
0001230245
2019-12-19
2019-12-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
December 20, 2019
|
|
|
Date of report (Date of earliest event reported)
|
|
PIPER JAFFRAY COMPANIES
|
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
|
1-31720
|
|
30-0168701
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
800 Nicollet Mall, Suite 1000
Minneapolis, Minnesota
|
|
55402
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
(612) 303-6000
|
|
|
(Registrant’s Telephone Number, Including Area Code)
|
|
|
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):
¨ 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))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
PJC
|
New York Stock Exchange
|
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 1.01.
|
Entry into a Material Definitive Agreement.
|
The information in
Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
|
On December 20, 2019,
Piper Jaffray Companies (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with U.S.
Bank National Association (“Lender”). The Credit Agreement creates an unsecured $50.0 million revolving credit facility
that the Company may draw upon from time to time, subject to certain conditions, and will terminate on December 20, 2022 unless
otherwise terminated by the parties pursuant to the terms thereof, subject to a one-year extension exercisable at the option of
the Company. The interest rate for loans under the Credit Agreement generally is either (i) the prime rate, as announced by Lender
from time to time, plus an applicable margin equal to 1.00%, or (ii) in the event of a eurocurrency loan, the London Inter-bank
Offer Rate as then in effect for an interest period chosen by the Company plus an applicable margin equal to 2.00%.
The Credit Agreement
includes customary events of default, including the failure by the Company to pay principal of any outstanding loan when due or
the failure by the Company to pay interest thereon within one business day of when due, the failure by the Company to comply with
the covenants in the Credit Agreement and related documents delivered in connection therewith, the failure by the Company to pay
or another event of default under other material indebtedness of the Company in an amount exceeding $10.0 million, the bankruptcy
or insolvency of the Company or any of its subsidiaries, or a change in control of the Company. If there is any event of default
under the Credit Agreement, Lender may declare the entire principal and any accrued interest on any outstanding loans under the
Credit Agreement to be due and payable and exercise other customary remedies.
The Credit Agreement
also includes covenants that, among other things, limit the Company’s leverage ratio, require maintenance of certain levels
of operating cash and regulatory net capital, and impose certain limitations on the Company’s ability to make acquisitions
and make payments on its capital stock.
The Company currently
intends to use the proceeds from the Credit Agreement for working capital and general corporate purposes.
The foregoing description
of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit
Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.
Item 9.01.
|
Financial Statements and Exhibits.
|
*
|
Pursuant to Item 601(a)(5) of Regulation S-K, certain
exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit
or schedule to the Securities and Exchange Commission upon request.
|
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.
|
PIPER JAFFRAY COMPANIES
|
|
|
|
|
Date: December 20, 2019
|
By:
|
/s/
John W. Geelan
|
|
|
John W. Geelan
|
|
|
General Counsel and Secretary
|
Piper Jaffray Companies (NYSE:PJC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Piper Jaffray Companies (NYSE:PJC)
Historical Stock Chart
From Oct 2023 to Oct 2024
Real-Time news about Piper Jaffray Companies (New York Stock Exchange): 0 recent articles
More Piper Jaffray Companies News Articles