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
July 12, 2016
Date of report (date of earliest event reported)
Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 1-9109 | 59-1517485 | |
| (Commission File Number) | (IRS Employer Identification No.) |
880 Carillon Parkway St. Petersburg, FL 33716
(Address of Principal Executive Offices) (Zip Code)
(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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)) |
| Item 8.01 | Other Events |
On July 12, 2016, Raymond James Financial, Inc. (the “Company”) closed the public underwritten offering (the “Offering”) of (i) $500,000,000 aggregate principal amount of the Company’s 3.625% Senior Notes due 2026 (the “2026 Notes”) and (ii) $300,000,000 aggregate principal amount of the Company’s 4.950% Senior Notes due 2046 (the “2046 Notes,” and together with the 2026 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated July 7, 2016, by and among the Company and the several underwriters named therein. The Notes were issued pursuant to the Indenture, dated as of August 10, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of July 12, 2016, between the Company and the Trustee, regarding the 2026 Notes (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture, dated as of July 12, 2016, between the Company and the Trustee, regarding the 2046 Notes (the “Sixth Supplemental Indenture”). The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-204400).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, the Fifth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Sixth Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K, and each is incorporated herein by reference. The foregoing description of the Notes and other documents relating to the Offering does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
On July 7, 2016, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On July 12, 2016, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit 1.1 | Underwriting Agreement, dated July 7, 2016, by and among Raymond James Financial, Inc. and the several underwriters named therein. | |
| Exhibit 4.1 | Fifth Supplemental Indenture, dated as of July 12, 2016, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Exhibit 4.2 | Sixth Supplemental Indenture, dated as of July 12, 2016, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Exhibit 4.3 | Specimen 3.625% Senior Note due 2026. | |
| Exhibit 4.4 | Specimen 4.950% Senior Note due 2046. | |
| Exhibit 5.1 | Opinion of Paul L. Matecki, Esq. | |
| Exhibit 5.2 | Opinion of Morrison & Foerster LLP. | |
| Exhibit 23.1 | Consent of Paul L. Matecki, Esq. (included in Exhibit 5.1). | |
| Exhibit 23.2 | Consent of Morrison & Foerster LLP (included in Exhibit 5.2). | |
| Exhibit 99.1 | Press release dated July 7, 2016 issued by Raymond James Financial, Inc. | |
| Exhibit 99.2 | Press release dated July 12, 2016 issued by Raymond James Financial, Inc. | |
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.
| RAYMOND JAMES FINANCIAL, INC. | ||||
| Date: July 12, 2016 | By: | /s/ Jeffrey P. Julien | ||
| Name: | Jeffrey P. Julien | |||
| Title: | Executive Vice President, Finance, | |||
| Chief Financial Officer and Treasurer | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| Exhibit 1.1 | Underwriting Agreement, dated July 7, 2016, by and among Raymond James Financial, Inc. and the several underwriters named therein. | |
| Exhibit 4.1 | Fifth Supplemental Indenture, dated as of July 12, 2016, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Exhibit 4.2 | Sixth Supplemental Indenture, dated as of July 12, 2016, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Exhibit 4.3 | Specimen 3.625% Senior Note due 2026. | |
| Exhibit 4.4 | Specimen 4.950% Senior Note due 2046. | |
| Exhibit 5.1 | Opinion of Paul L. Matecki, Esq. | |
| Exhibit 5.2 | Opinion of Morrison & Foerster LLP. | |
| Exhibit 23.1 | Consent of Paul L. Matecki, Esq. (included in Exhibit 5.1). | |
| Exhibit 23.2 | Consent of Morrison & Foerster LLP (included in Exhibit 5.2). | |
| Exhibit 99.1 | Press release dated July 7, 2016 issued by Raymond James Financial, Inc. | |
| Exhibit 99.2 | Press release dated July 12, 2016 issued by Raymond James Financial, Inc. | |