8-K

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

February 25, 2019

Date of report (Date of earliest event reported)

PIPER JAFFRAY COMPANIES

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-31720	30-0168701
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Nicollet Mall, Suite 1000 Minneapolis, Minnesota	55402
(Address of Principal Executive Offices)	(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))

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 o

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.  o

Item 7.01.Regulation FD Disclosure.

On February 25, 2019, Piper Jaffray Companies (the “Company”) issued a press release announcing that it had reached a definitive agreement to acquire 100% of the outstanding equity interests of Weeden & Co., L.P. (“Weeden & Co.”), a broker-dealer focusing on providing institutional clients with premier execution services.  A copy of the 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 Company’s management relating to the Weeden & Co. transaction.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “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 of the Exchange Act.  Furthermore, the information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1	Press Release dated February 25, 2019.
99.2	Investor Presentation.

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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.

	PIPER JAFFRAY COMPANIES
Date: February 25, 2019	By	/s/ John W. Geelan
		John W. Geelan
		General Counsel and Secretary

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EX-99.1

Exhibit 99.1

	Piper Jaffray Companies 800 Nicollet Mall, Minneapolis, MN 55402-7036
	C O N T A C T
	Tim Carter	Pamela Steensland
	Chief Financial Officer	Head of Marketing, Events & Travel
	Tel: 612 303-5607	Tel: 612 303-8185
	timothy.l.carter@pjc.com	pamela.k.steensland@pjc.com

F O R   I M M E D I A T E   R E L E A S E

Piper Jaffray Companies Agrees to Acquire
Weeden & Co., L.P.

The combination builds a market-leading equities business with Weeden & Co.’s highly ranked agency execution platform and Piper Jaffray’s strong research sales platform

MINNEAPOLIS, February 25, 2019 — Piper Jaffray Companies (NYSE: PJC), a leading investment bank and asset management firm, today announced that it has reached a definitive agreement to acquire 100% of Weeden & Co., L.P. (“Weeden & Co.”), a broker-dealer focused on providing institutional clients with premier execution services. Upon closing, Weeden & Co. will convert to and operate as Piper Jaffray & Co.

Founded in 1922, Weeden & Co. provides premier global trading solutions, specializing in best execution through the use of high-touch and program trading, proprietary algorithmic strategies and derivatives. Headquartered in Greenwich, Conn., the firm also has offices in New York, Boston, Chicago and San Francisco. Weeden & Co. is a longstanding leader across multiple equity trading categories, with recognition for 15 consecutive years from Greenwich Associates’ survey of the largest sell-side portfolio trading desks.

The acquisition will significantly strengthen Piper Jaffray’s position as a top institutional equities trading platform, diversifying and expanding its client base while adding best in class execution capabilities and proprietary technology. The transaction will complement Weeden & Co.’s existing business, through Piper Jaffray’s added research and equity capital markets capabilities. Together, both firms will be more competitively positioned to add long-term value for clients.

“Today’s announcement represents an exciting and important step forward,” said Deb Schoneman, president of Piper Jaffray. “As our investing clients unbundle how they access and evaluate research and best execution, we continue to strengthen our equities offerings. Weeden & Co. brings an immediate leadership position in equity trading that makes Piper Jaffray’s platform far more robust and relevant, while adding resilience across market cycles.”

The combined trading platform will be led by Weeden & Co.’s current CEO, Lance Lonergan, who will join Piper Jaffray as the firm’s head of global equity execution.

Lonergan commented, “This transformative combination of two market-leading equity franchises broadens distribution for capital markets and investment advice, while deepening our liquidity pool. Piper Jaffray is an ideal partner to expand our offerings with its highly regarded research and capital

markets platform.”

“Weeden & Co. is a firm we have long respected and admired for its talented team and best-in-class trade execution,” added Tom O’Kane, co-head of global equities at Piper Jaffray. “We look forward to combining our broader product suite with Weeden & Co.’s trading expertise and technologies, and more importantly, bringing together two firms that share a similar vision and culture.”

Transaction Overview

Piper Jaffray will acquire 100% of Weeden & Co., L.P. Prior to closing, Weeden & Co. will distribute 100% of excess capital to its shareholders. The total upfront consideration is $42 million, consisting of $24.5 million in cash and $17.5 million in restricted cash and retention stock. There is an earn-out opportunity of up to $31.5 million based on combined non-deal equity sales and trading revenue. The retention consideration includes non-compete and non-solicitation agreements. Key Weeden & Co. professionals have entered into employment agreements with Piper Jaffray that become effective concurrent with the transaction’s close. For a copy of the investor deck, please visit piperjaffray.com/weeden2019.

In this transaction, Piper Jaffray Companies will acquire Weeden & Co., L.P, an execution broker-dealer for institutional clients. The sale does not include the holding company Weeden Investors, L.P., Weeden Prime or any of its other affiliates.

Finn Dixon & Herling LLP is serving as legal advisor to Weeden & Co. and Faegre Baker Daniels LLP is serving as legal advisor to Piper Jaffray in connection to the transaction. The transaction is subject to customary closing conditions and expected to close in June 2019.

Cautionary Note Regarding Forward-Looking Information

This announcement contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the future prospects of the Company and our equities sales and trading business. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) the transaction described in this announcement is subject to regulatory approval and other closing conditions and may not close on the expected timing or at all; (2) the costs or difficulties relating to the combination of the businesses may be greater than expected and may adversely affect our results of operations and financial condition; (3) the expected benefits of the transaction, including realizable cost synergies for our equities sales and trading business, may take longer than anticipated to achieve and may not be achieved in their entirety or at all; (4) the success of the transaction is dependent on the ability of the Company to retain and hire key personnel and maintain relationships with our clients; (5) developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, the business and profitability of the Company generally and of its equities sales and trading business specifically;  (6) other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, and updated in our subsequent reports filed with the SEC. These reports are available at www.piperjaffray.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Piper Jaffray Companies (NYSE: PJC) is a leading investment bank and asset management firm. Securities brokerage and investment banking services are offered in the U.S. through Piper Jaffray & Co., member SIPC and FINRA; in Europe through Piper Jaffray Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Jaffray Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through five separate investment advisory affiliates—U.S. Securities and Exchange Commission (SEC) registered Advisory Research, Inc., Piper Jaffray Investment Management LLC, PJC Capital Partners LLC and Piper Jaffray & Co., and Guernsey-based Parallel General Partners Limited, authorized and regulated by the Guernsey Financial Services Commission.

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© 2019 Piper Jaffray Companies. 800 Nicollet Mall, Suite 1000, Minneapolis, Minnesota 55402-7036

EX-99.2

Exhibit 99.2

INVESTOR PRESENTATION FEBRUARY 2019 Piper Jaffray and Weeden & Co. Combination Builds a Market-Leading Equities Business For more information, please contact Tim Carter, chief financial officer at 612 303-5607 or timothy.l.carter@pjc.com Securities brokerage and investment banking services are offered in the U.S. through Piper Jaffray & Co., member SIPC and FINRA; in Europe through Piper Jaffray Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Jaffray Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through five separate investment advisory affiliatesU.S. Securities and Exchange Commission (SEC) registered Advisory Research, Inc., Piper Jaffray Investment Management LLC, PJC Capital Partners LLC and Piper Jaffray & Co., and Guernsey-based Parallel General Partners Limited, authorized and regulated by the Guernsey Financial Services Commission.

Cautionary Notice Regarding Forward-Looking Statements This announcement contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the future prospects of the Company and our equities sales and trading business. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) the transaction described in this announcement is subject to regulatory approval and other closing conditions and may not close on the expected timing or at all; (2) the costs or difficulties relating to the combination of the businesses may be greater than expected and may adversely affect our results of operations and financial condition; (3) the expected benefits of the transaction, including realizable cost synergies for our equities sales and trading business, may take longer than anticipated to achieve and may not be achieved in their entirety or at all; (4) the success of the transaction is dependent on the ability of the Company to retain and hire key personnel and maintain relationships with our clients; (5) developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, the business and profitability of the Company generally and of its equities sales and trading business specifically; (6) other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, and updated in our subsequent reports filed with the SEC. These reports are available at www.piperjaffray.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events. PIPER JAFFRAY INVESTOR RELATIONS |2

Combination builds a market-leading equities business Increase scale in equity sales & trading with access to a larger percentage of market wallet • Meaningful opportunity to increase market share as clients and sell-side firms consolidate around most relevant providers • Broad product capabilities with a leading research, trading and capital markets platform Combines Piper Jaffray’s premier research franchise with Weeden & Co.’s award-winning trading capabilities and products (algorithmic and program trading) Delivers significant strategic value to Piper Jaffray’s trading platform Deepens institutional relationships and expands institutional client base (adding approximately 350 incremental accounts) Capital-light, variable cost business with attractive margin fits Piper Jaffray’s corporate strategy PIPER JAFFRAY INVESTOR RELATIONS|3

Weeden & Co. A highly recognized equities execution firm • • 96-year-old firm with a strong culture, entrusted with trading since 1922 Provides premier global trading solutions, specializing in best execution through the use of high-touch and program trading, proprietary algorithmic strategies and derivatives Has ranked No. 1 in multiple trading categories for 15 years according to the Greenwich Portfolio Trading Survey1 50+ sales trading and execution professionals (averaging 15 years’ experience) Complementary client base where Piper Jaffray has no overlap in 45% of both Weeden & Co.’s revenues and account base • • • Leads with client relationships • Protecting sensitive trade information is a top priority – simply put, clients trade with Weeden & Co. because they trust them Proprietary technology enables traders • • State-of-the-art in-house technology Proprietary sell side order management and trading system Customized program trading software solutions Sophisticated, customized algorithmic trading • • • Central agency book model ensures that all interested parties are treated fairly and crossing opportunities are maximized 1 Greenwich Associates is the premier strategic consulting and research source for providers and users of financial services worldwide. Greenwich Associates analyzes the largest sell-side portfolio trading desks based on a one-on-one question and answer survey with the top buy-side program trading desks. This is a 100% unbiased independent survey that covers a multitude of industry trends and categories. PIPER JAFFRAY INVESTOR RELATIONS|4 Core Strengths Firm Profile

Transaction Highlights PIPER JAFFRAY INVESTOR RELATIONS|5 Transaction • Piper Jaffray Companies (“PJC”) to acquire 100% of Weeden & Co., L.P. (“Weeden & Co.”), an execution broker-dealer for institutional clients • Prior to closing, Weeden & Co. will distribute 100% of excess capital to its shareholders Purchase Consideration • Total of $42MM, which includes $24.5MM of upfront cash consideration and $17.5MM in restricted cash and retention stock consideration • Earn-out opportunity up to $31.5MM in-place based on PJC’s combined non-deal equity sales and trading revenue • Transaction structure with earn-out component aligns interests, incentivizes employees, manages retention and limits downside exposure Retention • Substantial retentive incentives in-place through restricted consideration and earn-out potential • Continuing employees need to be employed to realize these incentives • Key employees have signed employment agreements Management of Equities Franchise • Lance Lonergan, CEO of Weeden & Co., will join PJC equities leadership as Head of Global Equity Execution for the combined platform • Bill Foster, Weeden & Co.’s President, will be the Head of Global Sales Trading for the combined platform • Josh DiMarzo will be the Head of Sector Trading for the combined platform Timing • Subject to customary closing conditions and regulatory approvals • Expected to close in the second quarter of 2019

Financial Highlights fully integrated PIPER JAFFRAY INVESTOR RELATIONS|6 Revenue • Weeden & Co. FY2018 gross revenues of $104MM and net revenues of $75MM, up 6% YOY Expenses • Non-GAAP compensation ratio for PJC is expected to be unchanged in 2019 as a result of this transaction • Non-compensation expenses expected to increase by $6.0mm per quarter post-close in 2019 EPS Accretion and Valuation • Expected to be neutral to non-GAAP EPS in 2019 • Based on our conservative revenue estimates, the transaction is expected to be accretive to non-GAAP EPS in 2020, resulting in an incremental $0.20 to $0.30 to PJC’s adjusted earnings per share • Accretion will be higher if combined platform revenues achieve earn-out revenue targets • Deal priced at a return that is meaningfully above the firm’s cost of capital and accretive to firm ROE • Weeden & Co.’s capital-light agency model requires minimal operating capital Cost Synergies • This combination adds meaningful scale to the equities platform and improves margins in the business by leveraging fixed costs • Expect a 100 basis point improvement to PJC’s compensation ratio in 2020 as the business is • Non-compensation cost synergies of $8.5MM assumed to be substantially realized in the second year after acquisition

Strategic Rationale Combination builds a market-leading equities business Strong cultural overlap Significantly enhances high-touch trading platform Complementary execution product suite • Addition of algo trading, program trading, commission management and derivatives trading capabilities Complementary client base where Piper Jaffray has no overlap in 45% of both Weeden & Co.’s revenues and account base Enhances Piper Jaffray capital markets bookrun platform • • • A capable and robust trading desk is critical to bookrun and stabilize offerings Broader footprint enables us to grow bought deal and ATM offerings Buy-side trading desks are increasingly becoming decision-makers for syndicate orders Access to new account distribution that is searching for capital markets exposure, including quantitative, index and ETF funds Expanded market intelligence driven by increased trade flow • • Opportunity to cross-sell product capabilities across clients and grow revenues Improved operating margins driven by increase in scale and cost synergies • Combined business provides durability across market cycles, allowing growth opportunities in a rapidly changing industry Opportunity to centralize trading, deepen the liquidity pool and capture market share PIPER JAFFRAY INVESTOR RELATIONS|7

Complementary Clients and Products Create a Scalable Platform Combines Weeden’s highly ranked agency execution platform with Piper Jaffray’s strong research sales platform PRODUCTS PIPER JAFFRAY INVESTOR RELATIONS |8 High Touch (Cash) Trading Algo (No-Touch) Trading  Commission Management  Program Trading  Derivatives Trading  International Trading (24-Hour)  Event-Driven Equity Research  Research Sales IB - Capital Markets IB - Advisory Fixed Income Asset Management      CLIENTS •Complementary account revenue trends in an unbundling world •30% incremental account coverage, approximately 350 new accounts •Significant increase in passive and quantitative accounts •One of the largest distribution footprints of any mid-tier broker 1,600 COMBINED ACCOUNTS

Market Leadership in Equity Trading Weeden & Co. has ranked #1 in multiple categories for 15 consecutive years, according to the Greenwich Associates portfolio trading survey Capability of Sales Professionals Advising on Implementation Strategy Minimizing Market Impact Efficient Trade Settlement Overall Portfolio Trading Quality Greenwich Associates is the premier strategic consulting and research source for providers and users of financial services worldwide. Greenwich Associates analyzes the largest sell-side portfolio trading desks based on a one-on-one question and answer survey with the top buy-side program trading desks. This is a 100% unbiased independent survey that covers a multitude of industry trends and categories. PIPER JAFFRAY INVESTOR RELATIONS|9 These five categories were also cited as the most important criteria for selecting a broker