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, 2009
Date of report (Date of earliest event reported)
PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-31720
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30-0168701 |
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| (State of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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| 800 Nicollet Mall, Suite 800 |
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| Minneapolis, Minnesota
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55402 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On December 20, 2009, Piper Jaffray Companies (the “Parent”) and Piper Jaffray Newco Inc., an
indirect wholly owned subsidiary of Parent (the “Buyer”) entered into a Securities Purchase
Agreement (the “Agreement”) with Advisory Research
Holdings, Inc. (the “Company”), the sellers identified in
the Agreement (the “Sellers”) and
Brien M. O’Brien and TA Associates, Inc., in their joint capacity as the representative of the
Sellers under the Agreement, pursuant to which the Buyer agreed to purchase from the Sellers all of
the issued and outstanding shares of common stock of the Company, all of the outstanding junior
subordinated debentures of the Company issued pursuant to the Junior Subordinated Debenture
Purchase and Stock Redemption Agreement by and among the Company and the other named parties
thereto, dated September 30, 2005, all of the outstanding senior subordinated notes of the Company
issued pursuant to the Senior Subordinated Note Purchase Agreement by and among the Company and the
other named parties thereto, dated September 30, 2005, and all of the promissory notes to be issued
by the Company following the date of the Agreement in redemption of the outstanding warrants to
purchase common stock of the Company. The Company is an asset management firm based in Chicago,
Illinois. The transaction is valued at $218 million, payable at closing, composed of $178 million
in cash and $40 million of restricted stock.
The transaction is expected to close in the first quarter of 2010 and is subject to customary
closing conditions.
The foregoing summary of the Agreement is qualified in its entirety by reference to the full
text of the Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
On December 21, 2009, the Parent issued a press release announcing the execution of the
Agreement. This press release is furnished as Exhibit 99.1 hereto. Furnished as Exhibit 99.2 hereto
is information relating to a publicly available presentation by the Parent’s management to analysts
and investors to be made on December 21, 2009. The information contained in Exhibit 99.1 and
Exhibit 99.2 is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18.
Furthermore, the information contained in Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be
incorporated by reference into the filings of the Parent under the Securities Act of 1933, as
amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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2.1
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Securities Purchase Agreement dated December 20, 2009 among Piper Jaffray
Companies, Piper Jaffray Newco Inc., Advisory Research Holdings,
Inc., each of the persons listed on the signature page thereto and Brien M. O’Brien and
TA |