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 28, 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 |
| (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 |
| (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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On December 29, 2009, Piper Jaffray & Co. (“PJ&Co.”), a wholly-owned subsidiary of Piper
Jaffray Companies (the “Company”) initiated a commercial paper program in the ordinary course of
its business to fund a portion of its securities inventories. The maximum amount of senior secured
commercial paper notes (the “Series A CP Notes”) that may be issued under the program is $300
million and the Series A CP Notes will be pari passu with other senior indebtedness of PJ&Co. The
Series A CP Notes will be issued pursuant to the terms of an Indenture dated as of December 28,
2009 (the “Indenture”) between PJ&Co. and The Bank of New York Mellon (“Indenture Trustee”). The
Indenture Trustee will also serve as Issuing and Paying Agent for the Series A CP Notes. PJ&Co. is
offering the Series A CP Notes only to certain institutional investors satisfying the requirements
of the Indenture.
The Series A CP Notes will not be redeemable prior to maturity or subject to voluntary
prepayment and will be interest bearing or sold at a discount to par, with maturities ranging from
thirty days to two hundred seventy days from date of issuance. The interest rate (or the discount
to maturity) will be based on LIBOR (a rate per annum determined by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in dollars offered on the London
interbank dollar market) plus an applicable margin. The minimum purchase amount is $1,000,000,
with denominations of $250,000 and integral multiples of $5,000 in excess of this denomination.
The Series A CP Notes will be issued and purchases will be recorded through the book-entry system
of The Depository Trust Company (“DTC”). The face amount of each Series A CP Note will be paid
upon maturity in immediately available funds to DTC.
The Series A CP Notes will be secured by a pledge of collateral owned by PJ&Co., as specified
and defined in the Indenture (“Collateral”) and a Collateral Account Control Agreement dated as of
December 28, 2009 between PJ&Co. and the Indenture Trustee. The Collateral will be maintained by
the Indenture Trustee, as securities intermediary, in a control account held for its benefit, as
secured party, on behalf of the holders of the Series A CP Notes. PJ&Co. will be required to
maintain a level of Collateral in the control account that exceeds the principal amount of the
Series A CP Notes outstanding by a percentage determined by the type of eligible collateral pledged
on any business day.
The net proceeds (after deducting related issuance expenses) from the sale of Series A CP
Notes will be used for general corporate purposes, including working capital.
PJ&Co. is a broker-dealer and its sales representatives will market the Series A CP Notes
directly to prospective investors on behalf of PJ&Co. The foregoing description of the Indenture
and the Series A CP Notes does not purport to be complete and is qualified in its entirety by
reference to the Indenture, a copy of which is filed as Exhibit 10.1 hereto and incorporated by
reference in this Current Report on Form 8-K.