SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934 

Siebert Financial Corp.

(Name of Subject Company)

Kennedy Cabot Acquisition, LLC

(Offeror)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

826176109

(Cusip Number of Class of Securities)

Gloria E. Gebbia

Kennedy Cabot Acquisition, LLC

Chief Executive Officer

24100 Calabasas Road

Calabasas, CA 91302

(212)514-8369

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Lawrence G. Nusbaum, Esq.

Martin H. Kaplan, Esq.

Bryan Dixon, Esq.

Gusrae Kaplan Nusbaum PLLC

120 Wall Street, 25^th Floor

New York, NY 10005

212-269-1400

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee*
Not Applicable*	Not Applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing Party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable.

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates: 

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to the following preliminary communications made before the planned tender offer by Kennedy Cabot Acquisition, LLC, a Nevada limited liability company (“Purchaser”) of a portion of the outstanding capital stock of Siebert Financial Corp., a New York corporation (“Siebert Financial”), pursuant to the terms of an Acquisition Agreement dated as of September 1, 2016, among Siebert Financial, the Estate of Muriel F. Siebert (the “Siebert Estate”) and the Purchaser:

(1)            a joint press release issued by Siebert Financial and Purchaser dated September 2, 2016, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference;

(2)            a form of communication to Siebert Financial’s employees first used or made available on September 2, 2016, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference; and

(3)            a form of communication to Siebert Financial’s customers, first used or made available on September 2, 2016, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The information set forth under Items 1.01 and 9.01 of the Current Report on Form 8-K filed by Siebert Financial on September 2, 2016 (including all exhibits attached thereto) is incorporated herein by reference.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Siebert Financial. The tender offer for certain shares of the outstanding common stock of Siebert Financial has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Purchaser with the SEC, and soon thereafter the Siebert Financial will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Siebert Financial’s shareholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Siebert Financial’s shareholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting Siebert Financial’s investor relations department at Siebert Financial Corp., 885 Third Avenue, New York, New York 10022, Attention: Investor Relations.

Forward Looking Statements

This communication contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events. Words such as “anticipate,” “expect,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction; Siebert Financial’s and Kennedy Cabot’s plans, objectives, expectations and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to Siebert Financial and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transaction between Siebert Financial and Kennedy Cabot, these factors could include, but are not limited to: regulatory approval being a condition of the transaction; the risk that a condition to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; the diversion of management time on transaction-related issues; changes in the general economic environment, or social or political conditions, that could affect the businesses; and the potential impact of the announcement or consummation of the proposed transaction on relationships with customers, competitors, management and other employees.

Additional information concerning other risk factors is also contained in Siebert Financial’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 2, 2016

KENNEDY CABOT ACQUISITION, LLC
By:	/s/ Gloria E. Gebbia
Name:	Gloria E. Gebbia
Title:	Manager

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release issued by Siebert Financial and Purchaser dated September 2, 2016

99.2 Form of communication to Siebert Financial’s employees, first used or made available on September 2, 2016

99.3 Form of communication to Siebert Financial’s customers, first used or made available on September 2, 2016

EX-99.1

Exhibit 99.1

              

SIEBERT FINANCIAL CORP. AND KENNEDY CABOT ACQUISITION, LLC ANNOUNCE DEFINITIVE AGREEMENT

New York, NY and Beverly Hills, CA—September 2, 2016—Siebert Financial Corp. (NASDAQ: SIEB) and Kennedy Cabot Acquisition, LLC are pleased to announce they have entered into a definitive agreement under which Kennedy Cabot Acquisition will acquire approximately 90% of the outstanding common stock of Siebert Financial Corp. from the Estate of Muriel F. Siebert. Siebert Financial is the owner of Muriel Siebert & Co., Inc., the broker-dealer founded in 1967 by the late Muriel F. “Mickie” Siebert, the first woman to own a seat on the New York Stock Exchange and the first woman to head a NYSE member firm.

Jane Macon, the Chairwoman of Siebert Financial said, “We look forward to a smooth transition and are pleased that the enduring vision and legacy established by Mickie Siebert nearly fifty years ago will continue into the future.”

Gloria E. Gebbia, the owner and managing member of Kennedy Cabot Acquisition said, “The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to Siebert Financial Corp.”

Under the terms of the agreement, Kennedy Cabot Acquisition will make a tender offer for the outstanding common stock of Siebert Financial not owned by the Estate. Holders of Siebert Financial shares may accept the tender offer and sell their shares or not tender their shares and remain shareholders of Siebert Financial. The closing of the sale and the tender offer is expected to occur in the fourth quarter of 2016, conditioned upon approval by the Financial Industry Regulatory Authority (FINRA).

Prior to closing, Siebert Financial anticipates paying a dividend to all Siebert Financial shareholders in the amount of approximately $0.20 per share.

Siebert Financial’s principal activity is providing online and traditional discount brokerage and related services to retail investors through the broker-dealer, and serves as a registered investment advisor through its Siebert Investment Advisors business unit.

Siebert Financial considers the sale to Kennedy Cabot Acquisition to be the strongest strategic alternative to continue the company and maximize shareholder value in the wake of the 2013 passing of Muriel F. “Mickie” Siebert, Siebert Financial’s founder and former Chairwoman, President and Chief Executive Officer.

Kennedy Cabot Acquisition plans to continue to build upon the strong existing foundation at Siebert Financial to further strengthen the customer experience. The acquisition agreement does not provide for the merger of Siebert Financial with or into Kennedy Cabot Acquisition.

Mrs. Gebbia added, “Speaking for myself and the other principals of Kennedy Cabot Acquisition, we are all very excited about the acquisition and embrace the opportunity not only to expand the business but also to build a world-class financial firm dedicated to serving client financial needs.”

Mrs. Gebbia and her family are the majority owners of StockCross Financial Services, Inc. The Gebbia family has been successfully involved with financial services companies since the early 1970’s and during such time they built a broker-dealer into a national brand, which they sold to Toronto Dominion Bank in 1997. Mrs. Gebbia is also the President of the Associates for Breast and Prostate Cancer Studies which raises funds for the John Wayne Cancer Institute. Through Mrs. Gebbia’s leadership since 1998 over $14 million has been raised for cancer research studies.

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About Siebert Financial Corp.

Siebert Financial is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, Muriel Siebert & Co., Inc. The firm became a member of the NYSE in 1967, when Ms. Siebert became the first woman to own a seat on the Exchange. In addition, in 2014 the Company began business as a registered investment advisor through a wholly-owned subsidiary, Siebert Investment Advisors, Inc. Siebert Financial is based in New York City with additional retail branches in Boca Raton, FL and Beverly Hills, CA.www.siebertnet.com

About Kennedy Cabot Acquisition

Kennedy Cabot Acquisition is a Nevada limited liability company. The principals of Kennedy Cabot Acquisition have substantial experience in the brokerage industry and are/were affiliates of StockCross Financial Services, Inc. StockCross is a broker-dealer member of FINRA with offices across the United States.

Cautionary note regarding forward-looking statements

This communication contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events. Words such as “anticipate,” “expect,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Forward-looking statements relating to the proposed transactions include, but are not limited to: statements about the benefits of the proposed transactions; Siebert Financial’s and Kennedy Cabot Acquisition’s plans, objectives, expectations and intentions; the expected timing of completion of the proposed transactions; and other statements relating to the transactions that are not historical facts. Forward-looking statements are based on information currently available to Siebert Financial and Kennedy Cabot Acquisition, as the case may be, and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transactions between Siebert Financial and Kennedy Cabot Acquisition, these risks and factors could include, but are not limited to: securing regulatory approval; the risk that a condition to closing may be delayed or may not be satisfied; the diversion of management time on transaction-related issues; changes in the general economic environment, or social or political conditions, that could affect the business of Siebert Financial and the Broker-Dealer; and the potential impact of the announcement or consummation of the proposed transactions on relationships with customers, competitors, management and other employees.

Additional information concerning other risk factors is also contained in Siebert Financial’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Siebert Financial. The tender offer for the outstanding common stock of Siebert Financial not owned by the Estate has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Kennedy Cabot Acquisition with the SEC, and soon thereafter Siebert Financial will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Siebert Financial’s shareholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Siebert Financial’s shareholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting Siebert Financial’s investor relations department at Siebert Financial Corp., 885 Third Avenue, New York, New York 10022, Attention: Investor Relations.

FOR:	SIEBERT FINANCIAL CORP.
	885 Third Avenue Suite 3100
	New York, NY 10022

Media: Rubenstein

Marcia Horowitz Phone: 212-843-8014 Email: mhorowitz@rubenstein.com

Laura Hynes-Keller

LHK Communications LLC / New York

Phone: +1 646 797 6992 E: laurahk@lhkcommunications.com

FOR: KENNEDY CABOT ACQUISITION, LLC

Media:

Martin H. Kaplan, Gusrae Kaplan Nusbaum PLLC / New York

Phone: (212) 514-8369 Email: kcacquisition@gmail.com

EX-99.2

Exhibit 99.2

              

September 2, 2016

To the Employees of Siebert Financial Corp. and Muriel Siebert & Co., Inc.:

We are pleased to inform you that Siebert Financial Corp. and Kennedy Cabot Acquisition, LLC have entered into a definitive agreement with the Estate of Muriel F. Siebert under which Kennedy Cabot Acquisition will acquire approximately 90% of the outstanding common stock of Siebert Financial Corp. For nearly 50 years, the Siebert brand has proven to be a source of expert investment expertise for customers, and the firm's reputation for conservative business management has been paramount and has proven to be a valuable asset.

We want to assure you that as the new majority owners of Siebert Financial, our commitment to excellence and our dedication to client satisfaction and support will always be our top priority. Our plan is for the growth of Siebert Financial Corp., while Muriel Siebert & Co., Inc. continues to operate as a separate broker-dealer as it has in the past.

The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to Siebert Financial Corp. Gloria E. Gebbia, the principal owner and managing member of Kennedy Cabot Acquisition, and her family are the majority owners of StockCross Financial Services, Inc. The Gebbia family has been successfully involved with financial services companies since the early 1970's and during such time they built a broker-dealer into a national brand, which they sold to Toronto Dominion Bank in 1997.

Kennedy Cabot Acquisition plans on continuing the business of Siebert, and view this as a great opportunity to enhance a business with a great legacy. Andrew Reich will succeed Joseph Ramos as the primary Executive Officer of Muriel Siebert & Co. However, Mr. Ramos will continue to work closely with Kennedy Cabot Acquisition for a number of months to come.

It is the intention of Kennedy Cabot Acquisition to make the change in ownership as seamless as possible for customers. Kennedy Cabot Acquisition anticipates that the day-to-day operations at Siebert will remain the same for customers and employees alike. Kennedy Cabot Acquisition expects the superior operational and customer service Siebert is known for to continue, enhanced by the new owner's proven management and operational expertise.

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Siebert Financial has real growth potential and is well positioned for the future. We are all very excited about the acquisition and embrace the opportunity not only to expand the business but also to build a world-class financial firm.

Introducing innovations, utilizing the capabilities and expertise of both organizations, and building upon the strong relationships that Siebert employees have with its customers is key to its continued success. We are excited to have so many strong people to support Siebert's customer services. We expect the current Siebert team to stay in place with the same employees talking to customers. We look forward to your continued positive efforts and cooperation as we honor Mickie Siebert's legacy by focusing on our core value of integrity and the safety of investments.

Very Truly Yours, 

Kennedy Cabot Acquisition, LLC &

Siebert Financial Corp.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Siebert Financial. The tender offer for the outstanding common stock of Siebert Financial not owned by the Estate has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Kennedy Cabot Acquisition with the SEC, and soon thereafter Siebert Financial will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Siebert Financial's shareholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Siebert Financial's shareholders may obtain copies of these documents for free at the SEC's website at www.sec.gov or by contacting Siebert Financial's investor relations department at Siebert Financial Corp., 885 Third Avenue, New York, New York 10022, Attention: Investor Relations.This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Siebert Financial. The tender offer for the outstanding common stock of Siebert Financial not owned by the Estate has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Kennedy Cabot Acquisition with the SEC, and soon thereafter Siebert Financial will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Siebert Financial's shareholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Siebert Financial's shareholders may obtain copies of these documents for free at the SEC's website at www.sec.gov or by contacting Siebert Financial's investor relations department at Siebert Financial Corp., 885 Third Avenue, New York, New York 10022, Attention: Investor Relations.

Enclosure: Questions and Answers for the Employees of Siebert Financial Corp.

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QUESTIONS AND ANSWERS FOR THE EMPLOYEES OF SIEBERT FINANCIAL CORP.

What is the agreement between Siebert Financial Corp. and Kennedy Cabot Acquisition, LLC?

Siebert Financial Corp. and Kennedy Cabot Acquisition, LLC have entered into a definitive agreement with the Estate of Muriel F. Siebert under which Kennedy Cabot Acquisition will acquire approximately 90% of the outstanding common stock of Siebert Financial Corp.

Why is Siebert Financial being sold?

The Siebert Financial Board of Directors considers the sale to Kennedy Cabot Acquisition to be an excellent opportunity to position Siebert Financial for growth, in the wake of the passing in 2013 of Muriel F. "Mickie" Siebert, the firm's founder and former Chairwoman, President and Chief Executive Officer.

What is Kennedy Cabot Acquisition's plans for Siebert Financial?

The new owners plan on continuing the operations of the business of Siebert, and view this as a great opportunity to expand a business with a great legacy. We are pleased that the enduring vision and legacy established by Mickie Siebert nearly fifty years ago will continue into the future, and we look forward to a smooth transition.

Why did Siebert Financial decide to go with Kennedy Cabot Acquisition?

The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to the firm.

Who will run Siebert Financial going forward?

There are no plans for personnel changes other than Andrew Reich will succeed Joseph Ramos as the primary Executive Officer of Muriel Siebert & Co., Inc. Mr. Ramos will continue to work closely with Kennedy Cabot Acquisition for a number of months to come. Otherwise, the current Siebert team will stay in place, with the same employees talking to customers.

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How will Siebert Financial employees' job duties change?

It is the intention of Kennedy Cabot Acquisition to make the change in ownership as seamless as possible for customers, and anticipate that the day-to-day operations at Siebert will remain the same for customers and employees alike. We expect the superior operational and customer service Siebert is known for to continue, enhanced by the new owner's proven management and operational expertise.

Will the terms of my employment be affected?

Other than Joe Ramos, there is no current plan to change any employees. Salaries and benefits are currently expected to remain the same.

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EX-99.3

Exhibit 99.3

              

September 2, 2016

Dear Valued Siebert Customer:

We are pleased to inform you that Siebert Financial Corp. and Kennedy Cabot Acquisition, LLC have entered into a definitive agreement with the Estate of Muriel F. Siebert under which Kennedy Cabot Acquisition will acquire approximately 90% of the outstanding common stock of Siebert Financial Corp.

Siebert Financial is the owner of Muriel Siebert & Co., Inc., the broker-dealer founded in 1967 by the late Muriel F. “Mickie” Siebert, the first woman to own a seat on the New York Stock Exchange and the first woman to head a NYSE member firm.

For nearly 50 years, the Siebert brand has proven to be a source of expert investment expertise for customers, and the firm’s reputation for conservative business management has been paramount.

We want to assure you that as the new owners of Siebert Financial, our commitment to excellence and our dedication to client satisfaction and support will always be our top priority. Our plan is for the growth of Siebert Financial Corp., while Muriel Siebert & Co., Inc. will continue to operate as a separate broker-dealer as it has in the past.

The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to the firm. Our goal is to increase our existing business while working to maximize Kennedy Cabot Acquisition’s investment in Siebert Financial to maximize shareholder value.

We are excited to introduce new technologies and other innovations that will allow us to maintain a competitive edge while expanding and improving our customer’s experience. Our plans include:

· Enhancements to customer service;

· Enhancements to Siebert’s website;

· Enhancements to Siebert’s mobile application;

· Greater access to a larger number of products.

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The mission at Siebert Financial Corp. will continue to be the achievement of value and the conservation of assets for you. It is our intention to make this change in ownership as seamless as possible. We view this personal focus as core to Siebert’s efforts to meet the requirements of each of its customers.

We are excited to have so many dedicated people sharing the goal to support customers in meeting their investment objectives. As part of this process there will be no immediate changes in how you are currently being serviced:

· All account numbers will remain exactly the same and all accounts will continue to clear at National Financial Services, a Fidelity company;

· Siebert’s website, mobile applications and phone numbers will remain the same;

· Online access to your accounts, how you receive statements and confirmations and all other services will remain exactly the same;

· You can continue to communicate with Siebert representatives you have always worked with, who are available to answer any questions you may have.

Taking care of clients and providing excellent customer service has always been Siebert’s hallmark. We hope to continue to leverage the traditional strengths first established by Mickie Siebert by focusing on our core value of integrity and the safety of investments.

We thank you for your continued loyalty and support.

Very Truly Yours, 

Kennedy Cabot Acquisition, LLC &

Siebert Financial Corp.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Siebert Financial. The tender offer for the outstanding common stock of Siebert Financial not owned by the Estate has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Kennedy Cabot Acquisition with the SEC, and soon thereafter Siebert Financial will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Siebert Financial’s shareholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Siebert Financial’s shareholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting Siebert Financial’s investor relations department at Siebert Financial Corp., 885 Third Avenue, New York, New York 10022, Attention: Investor Relations.

Enclosure: Questions & Answers for the Customers of Siebert Financial Corp.

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Questions & Answers for the Customers of Siebert Financial Corp.

What entity is purchasing Siebert Financial Corp.?

Siebert is being purchased by Kennedy Cabot Acquisition, LLC (“Kennedy Cabot Acquisition”), a Nevada limited liability company.

How will the purchase be conducted?

The acquisition is structured as a stock purchase, between Kennedy Cabot Acquisition, Siebert Financial and Siebert Financial’s majority shareholder. As part of the agreement, Kennedy Cabot Acquisition agreed it would conduct a tender offer to purchase stock held by the minority shareholders in order to give the minority shareholders the opportunity to sell their shares. Since it is a stock purchase, the structure of Siebert Financial will remain the same, except with a different majority owner. The transaction is slated to close in the fourth quarter of 2016, upon approval by the Financial Industry Regulatory Authority (FINRA).

Who owns Kennedy Cabot Acquisition?

Kennedy Cabot Acquisition is primarily owned by Gloria E. Gebbia. The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to the firm.

What is the relationship between Kennedy Cabot Acquisition and StockCross?

Ms. Gebbia, the owner of Kennedy Cabot Acquisition, is also a majority owner, along with her family, of StockCross Financial Services, Inc. The Gebbia family has successfully conducted a number of broker-dealer acquisitions over the years.

What personnel changes are coming as a result of the change of owner?

There are no plans for personnel changes other than Andrew Reich will succeed Joseph Ramos as the primary Executive Officer of Muriel Siebert & Co., Inc. (“MS & Co.”). Mr. Ramos will continue to work closely with Kennedy Cabot Acquisition for a number of months to come.

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Will Siebert still be a publicly-traded company?

Yes. Siebert Financial will continue to be publicly-traded on NASDAQ under the ticker symbol NASDAQ: SIEB.

What are Kennedy Cabot Acquisition’s business plans for Siebert Financial?

Kennedy Cabot Acquisition plans on continuing the business of Siebert Financial Corp. MS & Co. will continue to operate as a separate broker-dealer as it has in the past. Kennedy Cabot Acquisition’s intention is to grow the existing business and to work to maximize Kennedy Cabot Acquisition’s investment in Siebert and maximize shareholder value.

Will anything change day-to-day?

For the most part, the day-to-day operations will remain the same. Moving forward we are excited to be able to increase marketing and media and to introduce new technologies and other innovations that will allow us to maintain a competitive edge while expanding and improving our customer’s experience, including improvements to customer websites and mobile applications, among other innovations.

Will anything change for the customers?

Taking care of customers has been and will continue to be an overriding business goal of the new owners. Therefore, it is our intention to make the change in ownership as seamless as possible for customers. That is why:

· All account numbers will stay exactly the same;

· Siebert’s website, mobile applications and phone numbers will remain the same;

· Online access to customer accounts, how customers receive statements and confirmations, and all other services will remain exactly the same;

· Customers can continue to communicate with the Siebert representatives that they have always worked with, and our representatives are available to answer any questions customers may have.

Will all accounts still clear through National Financial Services (NFS)?

Yes. All accounts will continue to clear at National Financial Services (NFS), a Fidelity company.

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