Cohen & Co. Enters Material Definitive Agreement

TL;DR

**Cohen & Co. just signed a big deal, details to follow, could be a game-changer.**

AI Summary

Cohen & Company Inc. filed an 8-K on January 29, 2024, reporting an event on January 26, 2024, related to entering into a material definitive agreement. This filing indicates a significant corporate action, potentially a merger, acquisition, or major partnership, which could impact the company's financial structure and future operations. Investors should pay close attention as such agreements often lead to changes in revenue streams, expenses, or even ownership, directly affecting the stock's value.

Why It Matters

This filing signals a potentially transformative event for Cohen & Company Inc., which could significantly alter its business model or financial performance. Investors need to understand the details of this agreement to assess its impact on the company's future profitability and stock price.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential positive or negative impact.

Analyst Insight

A smart investor would monitor Cohen & Company Inc. closely for subsequent filings or press releases that provide details on the 'Material Definitive Agreement' to assess its financial implications before making any investment decisions.

Key Players & Entities

• Cohen & Co Inc. (company) — the registrant filing the 8-K
• January 26, 2024 (date) — date of the earliest event reported
• January 29, 2024 (date) — date the 8-K was filed
• 001-32026 (other) — SEC file number

Forward-Looking Statements

• Cohen & Company Inc. will release further details about the material definitive agreement in a subsequent filing or press release. (Cohen & Company Inc.) — high confidence, target: 2024-02-29
• The stock price of Cohen & Company Inc. will experience volatility as investors await more information about the agreement. (Cohen & Company Inc. stock) — medium confidence, target: 2024-02-15

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COHN The NYSE American S
• $28,995,000 — hich the Company issued an aggregate of $28,995,000 of the Company's Junior Subordinated No

Filing Documents

• tm244313d1_8k.htm (8-K) — 31KB
• tm244313d1_ex4-1.htm (EX-4.1) — 23KB
• 0001104659-24-007730.txt ( ) — 230KB
• cohn-20240126.xsd (EX-101.SCH) — 3KB
• cohn-20240126_lab.xml (EX-101.LAB) — 33KB
• cohn-20240126_pre.xml (EX-101.PRE) — 22KB
• tm244313d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on June 25, 2007, Cohen & Company Inc. (formerly Alesco Financial Inc.), a Maryland corporation (the "Company"), entered into the Junior Subordinated Indenture (the "Indenture"), by and between the Company and Wells Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to which the Company issued an aggregate of $28,995,000 of the Company's Junior Subordinated Notes, which mature on July 30, 2037 (the "Notes"), in a private placement under Rule 144A under the Securities Act of 1933, as amended. On January 26, 2024, the Company and the Trustee entered into Supplemental Indenture No. 1 to Junior Subordinated Indenture (the "Supplemental Indenture"), which amended the Indenture to provide that the benchmark to determine the interest rates applicable to the Notes will be based on the Secured Overnight Financing Rate (SOFR), as provided in the Adjustable Interest Rate (LIBOR) Act. Prior to the execution of the Supplemental Indenture, the benchmark to determine the interest rates applicable to the Notes under the Indenture was based on the London Interbank Offered Rate ("LIBOR"). The Supplemental Indenture was made effective as of July 1, 2023, the first date following the cessation of the publication of LIBOR. Except as described herein, no other changes were made to the Indenture pursuant to the Supplemental Indenture. The foregoing description of the Supplemental Indenture is not complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated in this Item 4.1 by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1* Supplemental Indenture No. 1 to Junior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc. and Wells Fargo Bank, N.A. 104 Cover Page Interactive Data File (Embedded within the inline XBRL document). * Filed electronically herewith.

SIGNATURES

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. COHEN & COMPANY INC. Date: January 29, 2024 By: /s/ Joseph W. Pooler, Jr. Name: Joseph W. Pooler, Jr. Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR