SEC Company Response from STIFEL FINANCIAL CORP (SF, SFB, SF-PB, SF-PC, SF-PD) (CIK 0000720672) (SF) — Jun 3, 2016
STIFEL FINANCIAL CORP (SF, SFB, SF-PB, SF-PC, SF-PD) (CIK 0000720672)
Date: June 3, 2016 · CIK: 0000720672 · Accession: 0001193125-16-612785
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-09305
Letter
Via EDGAR (Correspondence) Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance Filed February 23, 2016 Form 10-K for the Fiscal Year Ended December 31, 2015 Filed March 1, 2016 File No. 001-09305
Dear Mr. Rodriguez:
Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of the Securities and Exchange Commission during a phone conversation between the Staff and the Company on May 19, 2016 related to the Company’s disclosures in its Form 8-K filed on February 23, 2016.
We note for the information of the staff that concurrent with the submission of this response letter, confidential treatment of a portion the response included in this letter is being requested under the Commission’s rules pursuant to the accompanying confidential treatment request.
In accordance with Rule 83, this Letter has also been clearly marked with the legend “FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83” and each page is marked for the record with the identifying numbers and code “SF001” through “SF003.” We have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests.
The Staff’s verbal comment is included in this letter and is followed by the Company’s response.
- SF001 -
FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83
Staff Verbal Comment:
Form 8-K filed February 23, 2016
Exhibit 99.1
Please provide us with more information regarding your non-GAAP adjustments for duplicative expenses. Specify as to whether the adjustments represent actual restructuring costs resulting from termination of employees or contracts or if they represent synergy cost savings for expenses in which you anticipate no longer incurring in the future once your current contracts, licenses, or leases expire. In addition, please provide us with the amount of non-GAAP adjustments for duplicative expenses you recognized during fiscal years 2015, 2014 and during the three months ended March 31, 2016 and 2015 and the cumulative non-GAAP integration costs you expect in future periods for on-going deals as of December 31, 2015.
[Confidential Treatment requested for this response.]
Please be advised that the Company’s non-GAAP adjustments for duplicative expenses consist of both: 1) restructuring costs resulting from termination of employees or contracts; and 2) cost synergies (savings) for expenses that the Company anticipates will no longer incur in the future once various current contracts, licenses, or leases expire.
[****]
Please be advised that the Company’s estimate of cumulative non-GAAP integration costs for future periods related to on-going deals at December 31, 2015 was $162.5 million.
- SF002 -
FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83
****
The Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosures in this filing;
•
Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.
Sincerely,
/s/ James M. Zemlyak
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CORRESP
Via EDGAR (Correspondence)
FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83
June 3, 2016
Mr. Gus Rodriguez
Accounting Branch Chief
Office of Financial Services
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
RE:
Stifel Financial Corp.
Form 8-K
Filed February 23, 2016
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
File No. 001-09305
Dear
Mr. Rodriguez:
Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of
the Securities and Exchange Commission during a phone conversation between the Staff and the Company on May 19, 2016 related to the Company’s disclosures in its Form 8-K filed on February 23, 2016.
We note for the information of the staff that concurrent with the submission of this response letter, confidential treatment of a portion the response
included in this letter is being requested under the Commission’s rules pursuant to the accompanying confidential treatment request.
In accordance
with Rule 83, this Letter has also been clearly marked with the legend “FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83” and each page is marked for the record with the identifying numbers and code “SF001” through
“SF003.” We have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on
Information and Requests.
The Staff’s verbal comment is included in this letter and is followed by the Company’s response.
- SF001 -
FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83
Staff Verbal Comment:
Form 8-K filed February 23, 2016
Exhibit 99.1
Please provide us with more information regarding your non-GAAP adjustments for duplicative expenses. Specify as to whether the
adjustments represent actual restructuring costs resulting from termination of employees or contracts or if they represent synergy cost savings for expenses in which you anticipate no longer incurring in the future once your current contracts,
licenses, or leases expire. In addition, please provide us with the amount of non-GAAP adjustments for duplicative expenses you recognized during fiscal years 2015, 2014 and during the three months ended March 31, 2016 and 2015 and the
cumulative non-GAAP integration costs you expect in future periods for on-going deals as of December 31, 2015.
[Confidential
Treatment requested for this response.]
Please be advised that the Company’s non-GAAP adjustments for duplicative expenses
consist of both: 1) restructuring costs resulting from termination of employees or contracts; and 2) cost synergies (savings) for expenses that the Company anticipates will no longer incur in the future once various current contracts, licenses, or
leases expire.
[****]
Please be advised that the Company’s estimate of cumulative non-GAAP integration costs for future periods related to on-going deals at
December 31, 2015 was $162.5 million.
- SF002 -
FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83
****
The Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosures in this filing;
•
Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.
Sincerely,
/s/ James M. Zemlyak
James M. Zemlyak
President and Chief Financial Officer
(Principal Financial Officer)
cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer
David
M. Minnick, Senior Vice President and General Counsel
Mark
P. Fisher, Senior Vice President and General Counsel
- SF003 -