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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):
January 26, 2024
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 25, 2007,
Cohen & Company Inc. (formerly Alesco Financial Inc.), a Maryland corporation (the “Company”), entered into
the Junior Subordinated Indenture (the “Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the
“Trustee”), pursuant to which the Company issued an aggregate of $28,995,000 of the Company’s Junior Subordinated Notes,
which mature on July 30, 2037 (the “Notes”), in a private placement under Rule 144A under the Securities Act of
1933, as amended.
On January 26, 2024, the Company and the
Trustee entered into Supplemental Indenture No. 1 to Junior Subordinated Indenture (the “Supplemental Indenture”), which
amended the Indenture to provide that the benchmark to determine the interest rates applicable to the Notes will be based on the Secured
Overnight Financing Rate (SOFR), as provided in the Adjustable Interest Rate (LIBOR) Act. Prior to the execution of the Supplemental Indenture,
the benchmark to determine the interest rates applicable to the Notes under the Indenture was based on the London Interbank Offered Rate
(“LIBOR”). The Supplemental Indenture was made effective as of July 1, 2023, the first date following the cessation of
the publication of LIBOR. Except as described herein, no other changes were made to the Indenture pursuant to the Supplemental Indenture.
The foregoing description of the Supplemental
Indenture is not complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which
is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated in this Item 4.1 by reference.
* 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: January 29, 2024 |
By: |
/s/ Joseph W. Pooler, Jr. |
|
|
Name: |
Joseph W. Pooler, Jr. |
|
|
Title: |
Executive Vice President, Chief Financial Officer and
Treasurer |
|
|
|
Exhibit 4.1
SUPPLEMENTAL INDENTURE NO. 1 TO JUNIOR
SUBORDINATED
INDENTURE
THIS SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental
Indenture”), is entered into as of January 26, 2024 and is made effective as of July 1, 2023 (the “Effective
Date”), by and between Cohen & Company Inc. (formerly Alesco Financial Inc.) (the “Issuer”) and
Wells Fargo Bank, N.A. (the “Trustee”). Capitalized terms used herein but otherwise not defined shall have the meanings
ascribed to such terms in the Indenture (as defined below). Each of the Issuer and the Trustee may be referred to herein as a “Party,”
and, together, as the “Parties.”
RECITALS:
WHEREAS, the Issuer is a party to that certain
Junior Subordinated Indenture, dated as of June 25, 2007, by and between the Issuer and the Trustee (the “Indenture”);
WHEREAS, Schedule A of the Indenture provides for
a methodology to calculate interest rates under the Indenture if LIBOR is not available;
WHEREAS, the Issuer believes that Schedule A of
the Indenture is not clear and does not provide a practicable replacement benchmark rate for LIBOR;
WHEREAS, the Adjustable Interest Rate (LIBOR) Act
(the “LIBOR Act”) was enacted by Congress to provide for a process for transitioning from LIBOR to rates based on the
Secured Overnight Financing Rate (“SOFR”) in contracts which lack a clear process to replace LIBOR upon its scheduled
cessation after June 30, 2023; and
WHEREAS, the Parties, with the consent of the holder
of the Notes and the holder of the Preferred Securities having been obtained, desire to amend Schedule A of the Indenture, effective as
of the Effective Date, to provide a clear process under the Indenture for transitioning from LIBOR to SOFR as if the transition had occurred
by operation of law under the LIBOR Act.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Amendment
to Article I of the Indenture. Effective as of the Effective Date, the following definition is hereby added to Article I
of the Indenture:
“LIBOR Act” shall mean the Adjustable
Interest Rate (LIBOR) Act, codified at 12 U.S.C. §§ 5801 et seq., and any successor legislation thereto and any regulations
promulgated thereunder.”
2. Amendment
and Restatement of Schedule A of the Indenture. Effective as of the Effective Date, Schedule A of the Indenture is amended and restated
in its entirety to read as set forth on Exhibit A attached hereto.
3. No
Other Changes. Except as expressly amended by this Supplemental Indenture, all of the terms and conditions of the Indenture shall
continue in full force and effect and shall be unaffected by this Supplemental Indenture.
4. Waiver
of Requirements Under the Indenture. The Parties hereby waive any requirements under the Indenture to, in connection with this Supplemental
Indenture, deliver or obtain any Opinion of Counsel or an Officer’s Certificate or for the Supplemental Indenture to be authorized
by a Board Resolution.
5. Entire
Agreement. This Supplemental Indenture constitutes the sole and entire agreement of the Parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to such subject matter.
6. Amendment.
This Supplemental Indenture may not be amended or modified except by a written agreement executed by the Parties.
7. Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. This Indenture and the rights and
obligations of each of the Holders, the Company and the Trustee shall be construed and enforced in accordance with and governed by the
laws of the State of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations
Law). ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS INDENTURE
MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE.
8. Headings.
The sections and other headings contained in this Supplemental Indenture are for reference purposes only and shall not affect the meaning
or interpretation of this Supplemental Indenture.
9. Binding
Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors
and permitted assigns.
10. Counterparts.
This Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
be deemed to be one and the same agreement. A signed copy of this Supplemental Indenture delivered by facsimile, e-mail or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of a signed copy of this Supplemental Indenture.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have executed this
Supplemental Indenture No. 1 to the Junior Subordinated Indenture on the date first written above.
|
ISSUER: |
|
|
|
Cohen & Company Inc. |
|
By: |
/s/ Joseph
W. Pooler. Jr. |
|
Name: |
Joseph W. Pooler, Jr. |
|
Title: |
Executive Vice President, Chief Financial |
|
|
Officer and Treasurer |
|
Wells Fargo Bank, N.A. |
|
By |
Computershare Trust Company, N.A., |
|
|
as agent and attorney-in-fact |
|
|
|
|
By: |
/s/ Michael G. Oller, Jr. |
|
Name: |
Michael G. Oller, Jr. |
|
Title: |
Vice President |
Exhibit A
Schedule A to Indenture
DETERMINATION OF LIBOR
With respect to the Securities, the London interbank offered rate (“LIBOR”)
shall be determined by the Calculation Agent in accordance with the following provisions (in each case rounded to the nearest .000001%):
(1) On
the second LIBOR Business Day (as defined below) prior to an Interest Payment Date occurring after the expiration of the Fixed Rate Period
(each such day, a “LIBOR Determination Date”), LIBOR for any given security shall for the following interest payment
period equal the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets Commodities News, for three (3)-month Eurodollar
deposits that appears on Reuters Screen LIBOR 01 (as defined in the International Swaps and Derivatives Association, Inc. 2000 Interest
Rate and Currency Exchange Definitions, as the same may be amended from time to time), or such other page as may replace such Page LIBOR
01 (as any such replacement may be amended from time to time), as of 10:00 A.M. (New York City time) on such LIBOR Determination
Date.
(2) If,
on any LIBOR Determination Date, LIBOR does not appear on Reuters Screen LIBOR 0l or such other page as may replace such Page LIBOR
0l, the Securities shall not bear interest in respect of LIBOR but shall instead bear interest in accordance with the terms and conditions
of the LIBOR Act.
(3) As
used herein: “LIBOR Business Day” means a day on which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London.
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|
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