NEW YORK--(BUSINESS WIRE)--Sep. 12, 2018--
Lazard Ltd (NYSE:LAZ) announced today that its subsidiary Lazard Group
LLC (“Lazard Group”) is commencing a cash tender offer (the “Tender
Offer”) for up to $250 million aggregate principal amount (such amount,
as it may be increased or decreased, the “Aggregate Maximum Tender
Amount”) of its outstanding 4.250% Senior Notes due November 14, 2020
(the “Notes”).
The Tender Offer is being made upon the terms and conditions in the
Offer to Purchase and related Letter of Transmittal dated September 12,
2018. The Tender Offer will expire at 11:59 p.m. (Eastern Time) on
October 10, 2018, unless extended or terminated as described in the
Offer to Purchase (such time and date, as they may be extended, the
“Expiration Date”). Holders of the Notes are urged to carefully read the
Offer to Purchase and related Letter of Transmittal before making any
decision with respect to the Tender Offer.
The following table summarizes certain material terms of the Tender
Offer:
Title of Security |
|
|
CUSIP/ISIN Nos. |
|
|
Principal Amount Outstanding
|
|
|
UST Reference Security
|
|
|
Bloomberg Reference Page
|
|
|
Fixed Spread(1)
|
4.250% Senior Notes due 2020
|
|
|
52107QAF2 / US52107QAF28
|
|
|
$500,000,000
|
|
|
2.625% UST
due 08/31/20
|
|
|
FIT1
|
|
|
+35 bps
|
(1) The Total Consideration (as defined below) for Notes validly
tendered prior to or at the Early Tender Date (as defined below) and
accepted for purchase is calculated using the Fixed Spread (as defined
below), which is inclusive of the Early Tender Premium (as defined
below).
Holders must validly tender and not subsequently validly withdraw their
Notes prior to or at 5:00 p.m., Eastern Time, on September 25, 2018
(such time and date, as they may be extended, the “Early Tender Date”)
to be eligible to receive the “Total Consideration.” The Total
Consideration for each $1,000 principal amount of Notes validly tendered
and not subsequently withdrawn will be determined in the manner
described in the Offer to Purchase by reference to the fixed spread
listed above (the “Fixed Spread”) plus the yield to maturity based on
the bid-side price of the UST Reference Security listed above, as quoted
on the applicable page on the Bloomberg Bond Trader FIT1 series of
pages, or any recognized quotation source selected by the Lead Dealer
Manager in its sole discretion if such quotation report is not available
or manifestly erroneous, at 2:00 p.m. (Eastern Time) on September 26,
2018, unless extended by Lazard Group. Holders of any Notes that are
validly tendered after the Early Tender Date but prior to or at the
Expiration Date and that are accepted for purchase will receive an
amount in cash equal to the Total Consideration minus an amount in cash
of $30 per $1,000 principal amount of the Notes (the “Early Tender
Premium”). The Total Consideration minus the Early Tender Premium is
referred to as the “Tender Consideration.” In addition to the Total
Consideration or the Tender Consideration, as applicable, accrued and
unpaid interest up to, but not including, the Early Settlement Date or
the Final Settlement Date (each as defined below), as applicable, will
be payable in cash on all validly tendered and accepted Notes. The Early
Settlement Date is expected to occur on September 28, 2018, the third
business day following the Early Tender Date (the “Early Settlement
Date”). The Final Settlement Date is expected to occur on October 12,
2018, the second business day following the Expiration Date (the “Final
Settlement Date”).
On each of the Early Settlement Date and the Final Settlement Date, as
applicable, if the aggregate principal amount of Notes validly tendered
and not validly withdrawn exceeds the Aggregate Maximum Tender Amount,
the Company will accept tendered Notes on a pro rata basis so as not to
exceed the Aggregate Maximum Tender Amount. Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Date will have
priority over Notes that are validly tendered after the Early Tender
Date. Accordingly, Notes tendered after the Early Tender Date but prior
to or at the Expiration Date will be eligible for purchase only if and
to the extent that the aggregate principal amount of the Notes purchased
on the Early Settlement Date is less than the Aggregate Maximum Tender
Amount.
The closing of the Tender Offer is subject to the satisfaction or waiver
of certain conditions as set forth in the Offer to Purchase, including
the condition that Lazard Group has received, on terms satisfactory to
it in its sole discretion, net proceeds from an offering of its senior
notes sufficient to purchase the Aggregate Maximum Tender Amount of the
Notes and to pay all fees and expenses in connection with the Tender
Offer. Lazard Group currently expects that, in the event that less than
the Aggregate Maximum Tender Amount of Notes is purchased pursuant to
the Tender Offer, it will exercise its right to optionally redeem at the
make-whole redemption price, calculated in accordance with the indenture
governing the Notes, an amount of Notes such that the aggregate
principal amount of Notes purchased in the Tender Offer plus the
aggregate principal amount of Notes redeemed in such redemption is
approximately $250 million.
The Company reserves the right, subject to applicable law, to (i) waive
any and all conditions to the Tender Offer, (ii) extend or terminate the
Tender Offer, (iii) increase or decrease the Aggregate Maximum Tender
Amount, or (iv) otherwise amend the Tender Offer in any respect.
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes. The
Tender Offer is being made solely by means of the Offer to Purchase and
related Letter of Transmittal dated September 12, 2018. The Tender Offer
is void in all jurisdictions where it is prohibited. In those
jurisdictions where the securities, blue sky or other laws require the
Tender Offer to be made by a licensed broker or dealer, the Tender Offer
will be deemed to be made on behalf of Lazard Group by the Dealer
Managers (as defined below) or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
Citigroup Global Markets Inc. is acting as the lead dealer manager (the
“Lead Dealer Manager”) and Lazard Frères & Co. LLC is acting as
co-dealer manager (together with the Lead Dealer Manager, the “Dealer
Managers”) for the Tender Offer. Requests for documents may be directed
to D.F. King & Co., Inc., the tender and information agent (the “Tender
and Information Agent”), by telephone at (800) 283-2170, in writing at
Attn: Andrew Beck, 48 Wall Street, 22nd Floor, New York, New York, 10005
or by email at lazard@dfking.com.
Questions regarding the Tender Offer may be directed to the Dealer
Managers as follows: Citigroup Global Markets Inc. may be contacted by
telephone at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or
in writing at Attn: Liability Management Group, 388 Greenwich Street, 7th
Floor, New York, New York 10013; and Lazard Frères & Co. LLC may be
contacted by telephone at (877) 364-0850 or in writing at Attn:
Liability Management Group, 30 Rockefeller Plaza, New York, New York
10112. None of Lazard Group or its affiliates, their respective boards
of directors, the Dealer Managers, the Tender and Information Agent or
the trustee for the Notes makes any recommendation as to whether holders
should tender any of their Notes. Holders must make their own decision
as to whether to tender any of their Notes and, if so, the principal
amount of their Notes to tender.
About Lazard
Lazard, one of the world’s preeminent financial advisory and asset
management firms, operates from 43 cities across 27 countries in North
America, Europe, Asia, Australia, Central and South America. With
origins dating to 1848, the firm provides advice on mergers and
acquisitions, strategic matters, restructuring and capital structure,
capital raising and corporate finance, as well as asset management
services to corporations, partnerships, institutions, governments and
individuals.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements.In
some cases, you can identify these statements by forward-looking words
such as “may”, “might”, “will”, “should”, “could”, “would”, “expect”,
“plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”,
“target”, “goal”, or “continue”, and the negative of these terms and
other comparable terminology.These statements are only
predictions based on our current expectations and projections about
future events, many of which, by their nature, are inherently uncertain
and outside of our control.There are important factors that
could cause our actual results, level of activity, performance or
achievements to differ materially from the results, level of activity,
performance or achievements expressed or implied by these
forward-looking statements.
These factors include, but are not limited to, those discussed in our
Annual Report on Form 10-K under Item 1A “Risk Factors”, and also
discussed from time to time in our reports on Forms 10-Q and 8-K,
including the following:
- A decline in general economic conditions or the global or regional
financial markets;
- A decline in our revenues, for example due to a decline in overall
mergers and acquisitions (M&A) activity, our share of the M&A market
or our assets under management;
- Losses caused by financial or other problems experienced by third
parties;
- Losses due to unidentified or unanticipated risks;
- A lack of liquidity, i.e., ready access to funds, for use in our
businesses; and
- Competitive pressure on our businesses and on our ability to retain
and attract employees at current compensation levels.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, level of
activity, performance or achievements.Neither we nor any other
person assumes responsibility for the accuracy or completeness of any of
these forward-looking statements.You should not rely upon
forward-looking statements as predictions of future events.We
are under no duty to update any of these forward-looking statements
after the date of this release to conform our prior statements to actual
results or revised expectations and we do not intend to do so.
Lazard Ltd is committed to providing timely and accurate information
to the investing public, consistent with our legal and regulatory
obligations.
LAZ-CPE
View source version on businesswire.com: https://www.businesswire.com/news/home/20180912005631/en/
Source: Lazard Ltd
Lazard Ltd
Media:
Judi Frost Mackey, +1
212-632-1428
judi.mackey@lazard.com
or
Investors:
Alexandra
Deignan, +1 212-632-6886
alexandra.deignan@lazard.com