Actions Intended to Unify Corporate
Identity and Enhance Capital Opportunities
Institutional Financial Markets, Inc. (NYSE American:IFMI) (the
“Company”), a financial services firm specializing in fixed income
markets, today announced that, effective at 5:00 p.m. (EDT) on
September 1, 2017, the Company will change its name to “Cohen &
Company Inc.” The Company’s common stock will continue to be listed
with NYSE American and the Company anticipates that, on September
5, 2017, its shares will begin trading under the symbol “COHN.” The
Company’s common stock will cease trading under Institutional
Financial Markets, Inc. and stock symbol (IFMI) following the close
of market on September 1, 2017. The Company’s subsidiaries will
continue to operate under their current names, except for the
Company’s majority-owned subsidiary, IFMI, LLC, which will change
its name to “Cohen & Company, LLC,” effective September 1,
2017. The Company was previously known as Cohen & Company Inc.
until January 2011.
The Company’s Board of Directors also approved a
one-for-ten reverse stock split of the Company’s issued and
outstanding common stock. Upon the effectiveness of the reverse
stock split, which will be 5:00 p.m. (EDT) on September 1, 2017,
every ten shares of the Company’s issued and outstanding common
stock (and any shares held in treasury) will automatically be
combined into one share of common stock. In addition, the par value
of the Company’s common stock will change from $0.001 per share to
$0.01 per share. No fractional shares will be issued in connection
with the reverse stock split, and stockholders who otherwise
would be entitled to a fractional share will receive from the
Company a cash payment in lieu thereof.
The reverse stock split and the name change are
being effected to help the Company achieve its strategic goals,
including aligning the Company’s European and U.S. businesses under
one unified name, creating an integrated platform to support the
Company’s different asset management strategies, and improving
opportunities with strategic capital partners. The Company also
believes that reverting to its original name reflects the
historical commitment of its founders and will simplify its
corporate identity.
Lester Brafman, the Company’s Chief Executive
Officer, said, “In the past year, our asset management business has
added institutional investors and our capital markets platform has
added key financing counterparties. For example, we have grown our
European insurance program (primarily through our PriDe Funds) to
over €600 million of commitments and our gestational repo funding
program to approximately $500 million outstanding. We continue to
increase our dialogue with potential capital partners and investors
and believe that these strategic actions will help to facilitate
and enhance these discussions and drive continued growth of the
Company’s businesses, ultimately for the benefit of all of our
stockholders.”
Each common stockholder’s percentage of
ownership in the Company and proportional voting power will remain
unchanged as a result of the reverse stock split, except for
any minor changes resulting from the payment of cash in lieu of
fractional shares. The rights and privileges of the Company’s
common stockholders will also be unaffected by the reverse
stock split. The Company’s voting non-convertible preferred
stockholders’ percentage of ownership in the Company will remain
unchanged by the reverse stock split; however, the number of votes
per share of the Company’s voting non-convertible preferred stock
will be automatically proportionately decreased as a result of the
reverse stock split.
There will be no change to the number of
authorized shares of the Company’s common stock or voting
non-convertible preferred stock as a result of the reverse
stock split. Additionally, all convertible notes, stock options,
and other equity awards outstanding immediately prior to the
reverse stock split will be proportionately adjusted in accordance
with their respective terms.
Computershare, the Company’s transfer agent,
will act as the exchange agent for the reverse stock split. Please
contact Computershare for further information at (877) 237-7972.
Beneficial holders of the Company’s common stock
may contact their bank, broker or nominee with
any questions regarding the reverse stock split.
The Company’s new CUSIP number for its common
stock following the reverse stock split and the name change will be
19249M 102.
About IFMI
IFMI is a financial services company
specializing in fixed income markets. IFMI was founded in 1999 as
an investment firm focused on small-cap banking institutions, but
has grown to provide an expanding range of capital markets and
asset management services. IFMI’s operating segments are Capital
Markets, Asset Management, and Principal Investing. The Capital
Markets segment consists of fixed income sales, trading, and
matched book repo financing as well as new issue placements in
corporate and securitized products and advisory services, operating
primarily through IFMI’s subsidiaries, J.V.B. Financial Group, LLC
in the United States and Cohen & Company Financial Limited in
Europe. The Asset Management segment manages assets through
collateralized debt obligations, managed accounts, and investment
funds. As of June 30, 2017, IFMI managed approximately $3.6 billion
in fixed income assets in a variety of asset classes including US
and European trust preferred securities, subordinated debt, and
corporate loans. As of June 30, 2017, almost all of IFMI’s assets
under management, or 91.7%, were in collateralized debt obligations
that IFMI manages, which were all securitized prior to 2008. The
Principal Investing segment has historically been comprised of
investments in IFMI sponsored investment vehicles, but has changed
to include investments in certain non-sponsored vehicles. For more
information, please visit www.IFMI.com.
Forward-looking Statements
This communication on Form 8-K contains certain
statements, estimates, and forecasts with respect to future
performance and events. These statements, estimates, and
forecasts are “forward-looking statements.” In some
cases, forward-looking statements can be identified by
the use of forward-looking terminology such as “may,” “might,”
“will,” “should,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “seek,” or “continue” or the
negatives thereof or variations thereon or similar
terminology. All statements other than statements of
historical fact included in this communication
are forward-looking statements and are based on various
underlying assumptions and expectations and are subject to known
and unknown risks, uncertainties, and assumptions, and may include
projections of the Company’s future financial performance based on
the Company’s growth strategies and anticipated trends in its
business. These statements are based on the Company’s current
expectations and projections about future events. There are
important factors that could cause the Company’s actual results,
level of activity, performance, or achievements to differ
materially from the results, level of activity, performance, or
achievements expressed or implied in the forward-looking
statements including, but not limited to, those discussed under the
heading “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition” in the Company’s filings with the Securities
and Exchange Commission (“SEC”), which are available at the SEC’s
website at www.sec.gov and the Company’s website at
www.IFMI.com/sec-filings. Such risk factors include the
following: (a) a decline in general economic conditions or the
global financial markets, (b) losses caused by financial or other
problems experienced by third parties, (c) losses due to
unidentified or unanticipated risks, (d) a lack of liquidity, i.e.,
ready access to funds for use in the Company’s businesses, (e) the
ability to attract and retain personnel, (f) litigation and
regulatory issues, (g) competitive pressure, (h) an inability to
generate incremental income from acquired businesses, and (i) the
possibility that the name change and/or the reverse stock split may
not achieve their intended strategic goals. As a result,
there can be no assurance that
the forward-looking statements included in this
communication will prove to be accurate or correct. In light
of these risks, uncertainties, and assumptions, the future
performance or events described in
the forward-looking statements in this communication
might not occur. Accordingly, you should not rely
upon forward-looking statements as a prediction of actual
results and we do not undertake any obligation to update
any forward looking statements, whether as a result of
new information, future events, or otherwise.
Contact:
Investors -
Institutional Financial Markets, Inc.
Joseph W. Pooler, Jr.
Executive Vice President and
Chief Financial Officer
215-701-8952
investorrelations@ifmi.com
Media -
Joele Frank, Wilkinson Brimmer Katcher
Jim Golden or Andrew Squire
212-355-4449
jgolden@joelefrank.com or asquire@joelefrank.com
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