Form 8-K FBR & Co. For: Jul 22
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
July 22, 2015
Date of Report (Date of earliest event reported)
FBR & CO.
(Exact Name of Registrant as Specified in its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
001-33518 | 20-5164223 | |
(Commission File Number) | (IRS Employer Identification No.) |
1300 North Seventeenth Street
Arlington, VA 22209
(Address of Principal Executive Office) (Zip Code)
(703) 312-9500
(Registrants 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a12 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)) |
Item 7.01 | Regulation FD Disclosure. |
On July 22, 2015, FBR & Co. entered into an agreement to purchase MLV & Co. LLC. The closing of the transaction is subject to regulatory approval and other customary closing conditions. A copy of the press release announcing the transaction is furnished herewith and attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | FBR & Co. Press Release dated July 23, 2015. |
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.
FBR & CO. | ||||||
Date: July 23, 2015 | By: | /s/ Bradley J. Wright | ||||
Bradley J. Wright Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Contacts:
Media: Shannon Hawkins at 703.469.1190 or [email protected]
Investors: Linda E. Eddy at 703.312.9715 or [email protected]
FBR & Co. to Acquire MLV & Co. LLC
Broadens FBRs Equity Capital Markets Presence; Expands Investment Banking Capabilities
ARLINGTON, VA, July 23, 2015 FBR & Co. (NASDAQ: FBRC) (FBR or the Company) and MLV & Co. LLC (MLV) today announced that they have entered into a definitive agreement whereby FBR will acquire MLV, an investment banking and brokerage firm focused on equity capital markets and a leading provider of At-the-Market (ATM) offerings. Financial terms of the transaction were not disclosed; FBR expects the acquisition to be immediately accretive to earnings. The transaction has been approved by the board of directors of both companies.
MLVs leading market share in ATM execution and its client focused approach to providing corporate finance solutions are both strong complements to FBRs leading presence in initial equity placement and institutional brokerage, said Chairman and Chief Executive Officer of FBR, Richard J. Hendrix. Following this transaction FBR will be the number one market share firm in two high value execution categories domestic 144A equity private placements and ATM equity offerings. This addition to our platform will also strengthen our existing businesses in financial services, energy, real estate and healthcare.
FBRs Executive Vice President and Head of Investment Banking Kenneth P. Slosser added, MLVs ATM product and retail distribution enhance the value proposition we offer issuers, giving us the ability to expand our level of service in a broader range of market conditions. Additionally, the MLV team has built an impressive transaction history in baby bonds, preferred offerings and other capital market solutions that FBRs corporate clients often desire.
By joining with FBR, we are confident that we will have the right platform from which we can continue to service our clients with market-leading and differentiated capital raising strategies, which has always been our philosophy, and the core of our existing business,
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said MLVs Chief Executive Officer Patrice McNicoll. Since 2010, MLV has executed over 200 ATMs, 90 preferred offerings and 100 traditional equity offerings. With FBRs strong institutional foothold and leading middle-market presence, we believe that we have found a unique opportunity to build on our leadership role in ATM and traditional offering businesses as well as to expand the product offerings we have for our clients.
The transaction is expected to close in the third quarter of 2015 and is subject to customary closing conditions and regulatory approval.
Wachtell, Lipton, Rosen & Katz acted as legal advisor to FBR and LeClairRyan acted as legal advisor to MLV on this transaction.
About FBR
FBR & Co. (Nasdaq: FBRC) provides investment banking, merger and acquisition advisory, institutional brokerage, and research services through its subsidiary FBR Capital Markets & Co. FBR focuses capital and financial expertise on the following industry sectors: consumer; energy & natural resources; financial institutions; healthcare; industrials; insurance; real estate; and technology, media & telecom. FBR is headquartered in the Washington, D.C. metropolitan area with offices throughout the United States. For more information, please visit www.fbr.com.
About MLV
MLV is an independent full service investment bank and institutional broker dealer. MLV is focused on providing creative capital raising solutions to growth-oriented companies in healthcare, real estate, financials, energy & natural resources, technology and other capital-intensive sectors. MLV is a member of FINRA, NASDAQ and SIPC. MLV is the leader in capital raised for healthcare companies through At-the-Market Issuance (ATM), comprising nearly 40% of all capital raised At-the-Market in the industry in the last five years. For more information, please visit www.mlvco.com.
Statements in this release concerning future performance, developments, events, market forecasts, revenues, expenses, earnings, run rates and any other guidance on present or future periods constitute forward-looking statements. These forward-looking statements are subject to a number of factors, risks and uncertainties that might cause actual results to differ materially from stated expectations or current circumstances. These factors include, but are not limited to, the effect of demand for public and private securities offerings, activity in the secondary securities markets, interest rates, the risks associated with merchant banking investments, the realization of gains and losses on principal investments, available technologies, competition for business and personnel, and general economic, political and market conditions. Financial results may fluctuate substantially from
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quarter-to-quarter depending on the number, size and timing of completed transactions. We have experienced, and expect to experience in the future, significant variations in our revenues and results of operations and, as a result, are unlikely to achieve steady and predictable earnings on a quarterly basis. For a discussion of these and other risks and important factors that could affect FBRs future results and financial condition, see Risk Factors in Part I, Item 1A and Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014; and other items throughout the Companys Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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