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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):
December 21, 2022
Cohen & Company Inc.
(Exact name of registrant as specified in its charter)
Maryland |
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1-32026 |
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16-1685692 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania
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19104 |
(Address
of principal executive offices) |
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(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:
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which
registered |
Common Stock, par value $0.01 per
share |
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COHN |
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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. |
Amendment to Loan Agreement with Byline Bank
As previously disclosed, on December 21, 2021, 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 (the “Company”), entered into
the Amended and Restated Revolving Note and Cash Subordination
Agreement (the “Amended and Restated 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 $25 million.
On December 21, 2022 (the “Effective Date”), the Borrower and
the Lender entered into the Second Amended and Restated Revolving
Note and Cash Subordination Agreement (the “Second Amended and
Restated Agreement”), which amended and restated the Amended and
Restated Agreement in its entirety. The primary purposes of the
amendment and restatement of the Amended and Restated Agreement
were (i) to replace the provisions therein relating to London
Interbank Offered Rate (LIBOR) with provisions relating to Secured
Overnight Financing Rate (SOFR), and (ii) to extend the
lending period and maturity date of the loans under the Amended and
Restated Agreement by an additional year.
Pursuant to the Second Amended and Restated Agreement, the Lender
agreed to make loans to Borrower, at the Borrower’s request from
time to time, in the aggregate amount of up to $25 million.
Loans (both principal and interest) made by the Lender to the
Borrower under the Second Amended and Restated Agreement are
scheduled to mature and become immediately due and payable in full
on December 21, 2024. In addition, loans may be made under the
Second Amended and Restated Agreement until December 21,
2023.
Loans under the Second Amended and Restated Agreement will bear
interest at a per annum rate equal to the Term SOFR Rate (as such
term is defined in the Second Amended and Restated Agreement) plus
6.0%, provided that in no event can the interest rate be less than
7.0%. The Borrower is required to pay on a quarterly basis an
undrawn commitment fee at a per annum rate equal to 0.50% of the
undrawn portion of the Lender’s $25 million commitment under the
Second Amended and Restated Agreement. The Borrower is also
required to pay on each anniversary of the Effective Date a
commitment fee at a per annum rate equal to 0.50% of the Lender’s
$25 million commitment under the Second Amended and Restated
Agreement. Pursuant to the terms of the Second Amended and Restated
Agreement, the Borrower paid to the Lender a commitment fee of
$125,000 on the Effective Date.
The Borrower may request a reduction in the Lender’s $25 million
commitment in a minimum amount of $1 million and multiples of
$500,000 thereafter or such lesser amount as would bring the $25
million loan commitment to the total principal amount of loans
advanced under the Second Amended and Restated Agreement.
The obligations of the Borrower under the Second Amended and
Restated Agreement are guaranteed by the Company, Cohen &
Company, LLC, the Company’s main operating subsidiary, and J.V.B.
Financial Holdings, LP (“Holdings LP”), an indirect subsidiary of
the Company (collectively, the “Guarantors”), and are secured by a
lien on all of Holdings LP’s property, including its 100% ownership
interest in all of the outstanding membership interests of the
Borrower.
Pursuant to the Second Amended and Restated Agreement, the Borrower
and the Guarantors provide customary representations and warranties
for a transaction of this type.
The Second Amended and Restated Agreement also includes customary
covenants for a transaction of this type, including covenants
limiting the indebtedness that can be incurred by the Borrower and
Holdings LP and restricting the Borrower’s ability to make certain
loans and investments. Additionally, under the Second Amended and
Restated Agreement, the Borrower may not permit its (A) net
worth to be less than $85 million at any time from
December 22, 2022 through and including June 30, 2023,
and $90 million from July 1, 2023 and thereafter; and
(B) excess net capital to be less than $40 million at any
time. Further, any loans outstanding under the Second Amended and
Restated Agreement may not exceed 0.25 times the Borrower’s
tangible net worth.
Pursuant to the Second Amended and Restated Agreement, the Borrower
may repay its existing outstanding indebtedness provided, however,
that if the anticipated payment relates to the payment of any
dividend by the Borrower, on the date such payment is made, and
immediately after making such payment, the loans outstanding under
the Second Amended and Restated Agreement may not exceed $10
million.
The Second Amended and Restated Agreement contains customary events
of default for a transaction of this type. If an event of default
under the Second Amended and Restated Agreement occurs and is
continuing, then the Lender may declare and cause all or any part
of the loans thereunder and all other liabilities outstanding under
the Second Amended and Restated Agreement to become immediately due
and payable.
The foregoing description of the Second Amended and Restated
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Second Amended and
Restated Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 under the heading
“Amendment to Loan Agreement with Byline Bank” is incorporated by
reference herein.
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.
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COHEN &
COMPANY INC. |
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Date:
December 23, 2022 |
By: |
/s/ Joseph W. Pooler, Jr.
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Name: |
Joseph
W. Pooler, Jr. |
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Title: |
Executive
Vice President, Chief Financial Officer and Treasurer |
Cohen & (AMEX:COHN)
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