Oppenheimer Holdings Inc. (NYSE:OPY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
On June16, 2017, Oppenheimer Holdings Inc. (the Company) and the
Companys subsidiaries, E.A. Viner International Co. and Viner
Finance Inc. (together, the Subsidiary Guarantors), entered into
a Purchase Agreement (the Purchase Agreement) with the initial
purchaser named therein, an affiliate of the Company, relating to
the sale by the Company of $200 million aggregate principal
amount of the Companys 6.75% Senior Secured Notes due 2022 at an
issue price of 50% (the Notes).
The Notes will be issued in a private offering that is exempt
from the registration requirements of the Securities Act of 1933
(the Securities Act). The notes will be offered in the United
States only to qualified institutional buyers under Rule144A of
the Securities Act and outside the United States under Regulation
S of the Securities Act. The Notes will be guaranteed on a senior
secured basis by the Subsidiary Guarantors. The Notes will be
secured by a first-priority security interest in substantially
all of the Companys and the Subsidiary Guarantors existing and
future tangible and intangible assets. Subject to customary
closing conditions, the sale of the Notes is expected to close on
or about June23, 2017.
The purchase agreement contains customary representations,
warranties and agreements by the Company and the Subsidiary
Guarantors. In addition, the Company and the Subsidiary
Guarantors have agreed to indemnify the initial purchaser against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the initial purchaser may be
required to make in respect of those liabilities. Furthermore,
the Company and the Subsidiary Guarantors have agreed with the
initial purchaser not to offer or sell any similar debt
securities for a period of 90 days after the closing date without
the prior written consent of the initial purchaser. The Company
will use the net proceeds from the offering of the Notes to
redeem in full its 8.75% Senior Secured Notes due April15, 2018,
and pay all related fees and expenses in relation thereto. The
remaining net proceeds from the offering will be used for general
corporate purposes, which may include acquisitions of or
investments in other businesses the Company believes will
complement its current businesses.
Item 7.01. Regulation FD
In connection with the offering described below, the Company is
furnishing under Item 7.01 of this Current Report on Form8-K
certain information with respect to the Company that has not
previously been reported to the public. The information is as
On June12, 2017, the Company received another report from the
independent law firm relating to the Companys internal audit
department. The Company is in the process of reviewing this new
report, as well as continuing its review of the SEC IC Reports
that it previously received. This new report is based on a review
for which the Company completed providing information in
December, 2016. These reports are critical of the Companys
governance practices, its management and compliance programs.
There can be no assurance that Company will be able to implement
all of the recommendations set forth in these reports or any
future reports or provide a satisfactory alternative method of
implementation, or that these reports or any future reports will
not expose the Company to further regulatory enforcement actions.
This report shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
The information disclosed under this Item 7.01 is being furnished
and shall not be deemed filed for purposes of Section18 of the
Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any registration statement or other document to
the Securities Act of 1933, as amended (the Securities Act),
except as expressly set forth in such filing.
Item8.01 Other Events.
On June16, 2017, the Company issued a press release announcing
the pricing of the offering of the Notes. A copy of the press
release is attached hereto as Exhibit99.1 and incorporated
herein by reference.
The Notes and the related guarantees have not been registered
under the Securities Act of 1933, as amended, and may not be
offered in the United States absent registration or an
applicable exemption from registration requirements.
Item 9.01 Financial Statements and
Press Release issued June16, 2017.
About Oppenheimer Holdings Inc. (NYSE:OPY)
Oppenheimer Holdings Inc. is a middle-market investment bank and service broker-dealer. The Company is engaged in a range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking, research, market-making, trust services, and investment advisory and asset management services. Its segments are Private Client, which provides financial services in the United States; Asset Management, which offers investment advisory services to its retail and institutional clients; Capital Markets, includes investment banking, institutional equities sales, trading, and research, taxable fixed income sales, trading, and research, public finance and municipal trading; Commercial Mortgage Banking, engaged in the business of originating and servicing Federal Housing Administration insured multifamily and healthcare facility loans and securitizing these loans into Government National Mortgage Association mortgage-backed securities.