false
0001270436
0001270436
2023-12-22
2023-12-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Registrant Name |
Cohen
& Co Inc. |
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
Date of Report (Date of earliest event reported):
December 22, 2023
Cohen & Company
Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
|
1-32026 |
|
16-1685692 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania |
|
19104 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
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)) |
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 |
|
COHN |
|
The NYSE
American 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. |
As previously disclosed, on June 9,
2023, J.V.B. Financial Group, LLC (the “Borrower”), a Delaware limited liability company and a broker dealer indirect subsidiary
of Cohen & Company Inc., a Maryland corporation, entered into the Third Amended and Restated Loan Agreement (the “Loan Agreement”),
with Byline Bank, as lender (the “Lender”), and the Borrower as borrower, pursuant to which, among other things, the Lender
agreed to make loans to Borrower, at the Borrower’s request from time to time, in the aggregate amount of up to $15 million.
On December 22, 2023 and effective
December 21, 2023, the Borrower and the Lender entered into the First Amendment to Third Amended and Restated Loan Agreement (the “Amendment”),
pursuant to which both the maturity date and the final date upon which loans can be made under the Loan Agreement were extended to June
18, 2024. Prior to the Amendment, loans could be made under the Loan Agreement until, and would mature on, December 21, 2023. Except as
described herein, no other changes were made to the Loan Agreement pursuant to the Amendment.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
* Filed electronically herewith.
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.
|
COHEN & COMPANY INC. |
|
|
|
Date: December 26, 2023 |
By: |
/s/ Joseph W.
Pooler, Jr.
|
|
|
Name: |
Joseph W. Pooler, Jr. |
|
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 10.1
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
This First Amendment to Third
Amended and Restated Loan Agreement (this “Amendment”) is made as of December 22, 2023, to be effective December 21,
2023, by and between J.V.B. Financial Group, LLC, a Delaware limited liability company (“Broker/Dealer”), and Byline
Bank (“Lender”), with reference to the following facts:
A. Pursuant
to the terms and conditions of that certain Third Amended and Restated Loan Agreement, dated as of June 9, 2023 (the “Loan
Agreement”) by and between Broker/Dealer and Lender, Lender agreed to make a revolving loan commitment to Broker/Dealer in the
principal amount of Fifteen Million Dollars ($15,000,000) (the “Loan”). Capitalized terms used and which are not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.
B. Broker/Dealer
has requested Lender to amend the Loan Agreement in order to extend the borrowing termination and maturity dates of the Loan, and Lender
has agreed to such request, upon the terms and subject to the conditions set forth below.
NOW,
THEREFORE, in consideration of the terms and conditions contained herein, and of any loans or extensions of credit heretofore,
now or hereafter made to or for the benefit of the Broker/Dealer by the Lender, and for other good and valuable consideration, the receipt
and adequacy of which are acknowledged, the Broker/Dealer and the Lender agree as follows:
Section 1. Incorporation.
The foregoing recitals are hereby made a part of this Amendment.
Section 2. Amendments
to Loan Agreement. Subject to the satisfaction of
the conditions precedent set forth in Section 4 of this Amendment, the Loan Agreement is amended as follows:
2.1 The
definition of “Revolving Loan Borrowing Termination Date” in Section 1(a) of the Loan Agreement is
amended and restated in its entirety as follows:
“Revolving
Loan Borrowing Termination Date” means June 18, 2024.
2.2 The
definition of “Revolving Loan Maturity Date” in Section 1(a) of the Loan Agreement is amended and
restated in its entirety as follows:
“Revolving
Loan Maturity Date” means June 18, 2024.
Section 3. Representations
and Warranties. In order to induce Lender to execute
and deliver this Amendment, Broker/Dealer represents and warrants to Lender that as of the date hereof:
3.1 The
representations and warranties set forth in Section 5 of the Loan Agreement are true and correct.
3.2 Broker/Dealer
is in compliance with the terms and conditions of the Loan Agreement and no Event of Default or Unmatured Event of Default has occurred
and is continuing under the Loan Agreement or shall result after giving effect to this Amendment.
3.3 The
copies of Broker/Dealer’s certificate of formation and operating agreement (with all amendments thereto) as certified by Broker/Dealer
remain true and complete, and there has been no change in such documents or the ownership of Broker/Dealer since last delivered to Lender.
3.4 The
execution and delivery of this Amendment (and the other documents set forth in Section 4 of this Amendment) and the performance
of the Loan Documents as modified herein have been duly authorized by all requisite company action by or on behalf of Broker/Dealer.
This Amendment has been duly executed and delivered on behalf of Broker/Dealer.
Section 4. Conditions
Precedent. Lender’s consent hereunder shall
be subject to Broker/Dealer having delivered, or having caused to be delivered, to Lender, the following items, all of which shall be
in form and substance acceptable to the Lender:
4.1 This
Amendment, duly executed by Broker/Dealer;
4.2 The
Fourth Amended and Restated Revolving Note in the original maximum principal amount of the Revolving Loan Commitment, duly executed by
Broker/Dealer;
4.3 A
Reaffirmation of Guaranty by each Guarantor, duly executed by such Guarantor;
4.4 A
Reaffirmation of Pledge and Security Agreement, duly executed by Holdings LP;
4.5 An
updated Compliance Certificate as contemplated by Section 7(g)(iv) of the Loan Agreement in the form attached as Exhibit A
to the Loan Agreement; and
4.6 such
other documents, agreements and certificates in connection as Lender may require.
Section 5. Miscellaneous.
5.1 Except
as specifically amended herein, the Loan Agreement shall continue in full force and effect in accordance with its original terms. Reference
to this specific Amendment need not be made in the Loan Agreement, the Revolving Note, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Loan Agreement,
any reference in any of such items to the Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby.
5.2 Broker/Dealer
agrees to pay on demand all costs and expenses of or incurred by Lender in connection with the preparation, execution and delivery of
this Amendment, including the fees and expenses of Lender’s counsel.
5.3 This
Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the parties may execute this Amendment by signing any such counterpart
and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission
or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective
as delivery of a manually executed counterpart hereof.
5.4 This
Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Illinois.
Section 6. WAIVER
OF JURY TRIAL. BROKER/DEALER AND LENDER EACH HEREBY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AMENDMENT OR THE LOAN DOCUMENTS,
THE OBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BROKER/DEALER OR LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY,
ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BROKER/DEALER AND LENDER. IN NO EVENT SHALL LENDER BE LIABLE FOR LOST PROFITS OR
OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
Section 7. VENUE.
TO INDUCE LENDER TO ACCEPT THIS AMENDMENT, BROKER/DEALER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION,
ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER, OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AMENDMENT SHALL BE LITIGATED IN COURTS
WITHIN COOK COUNTY, STATE OF ILLINOIS AND EACH OF THEM HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN SAID COUNTY AND STATE. BROKER/DEALER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF
ANY LITIGATION BROUGHT AGAINST BROKER/DEALER BY LENDER IN ACCORDANCE WITH SECTION 7 OF THIS AMENDMENT OR UNDER ANY OF THE
LOAN DOCUMENTS.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
|
BROKER/DEALER: |
|
J.V.B.
FINANCIAL GROUP, LLC |
|
|
|
By: |
/s/
Douglas Listman |
|
Name: |
Douglas
Listman |
|
Title: |
Chief
Financial Officer |
|
|
|
LENDER: |
|
BYLINE
BANK |
|
|
|
By: |
/s/
Scott Mier |
|
Name: |
Scott
Mier |
|
Title: |
Senior
Vice President |
[Signature Page to First
Amendment to Third Amended and Restated Loan Agreement]
v3.23.4
Cover
|
Dec. 22, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 22, 2023
|
Entity File Number |
1-32026
|
Entity Registrant Name |
Cohen
& Co Inc.
|
Entity Central Index Key |
0001270436
|
Entity Tax Identification Number |
16-1685692
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
Cira Centre
|
Entity Address, Address Line Two |
2929 Arch Street, Suite 1703
|
Entity Address, City or Town |
Philadelphia
|
Entity Address, State or Province |
PA
|
Entity Address, Postal Zip Code |
19104
|
City Area Code |
215
|
Local Phone Number |
701-9555
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, par value $0.01 per share
|
Trading Symbol |
COHN
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Cohen & (AMEX:COHN)
Historical Stock Chart
From Jul 2024 to Aug 2024
Cohen & (AMEX:COHN)
Historical Stock Chart
From Aug 2023 to Aug 2024