NEW YORK--(BUSINESS WIRE)--Sep. 26, 2018--
Lazard Ltd (NYSE: LAZ) announced today the Total Consideration as set
forth in the table below in respect of the previously announced cash
tender offer (the “Tender Offer”) of its subsidiary Lazard Group LLC
(“Lazard Group”) for up to $250 million aggregate principal amount (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 withdrawal deadline of 5:00 p.m., Eastern Time, on September
25, 2018 has passed, and the Notes tendered pursuant to the Tender Offer
may no longer be validly withdrawn.
As previously announced, only holders who validly tendered and did not
subsequently validly withdraw their Notes prior to or at 5:00 p.m.,
Eastern Time, on September 25, 2018 (such time and date, the “Early
Tender Date”) are eligible to receive the “Total Consideration.” The
Total Consideration was determined in the manner described in the Offer
to Purchase by reference to the fixed spread listed below plus the yield
to maturity based on the bid-side price of the UST Reference Security
listed below, calculated by the Lead Dealer Manager (as defined below)
as of 2:00 p.m., Eastern Time, today, and is set forth in the table
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Security
|
|
|
|
CUSIP/ISIN Nos. |
|
|
|
Principal Amount Outstanding
|
|
|
|
UST Reference Security
|
|
|
|
Bloomberg Reference Page
|
|
|
|
Reference Yield
|
|
|
Fixed Spread(1)
|
|
|
|
Total Consideration(1)(2)
|
4.250% Senior Notes due 2020
|
|
|
|
52107QAF2 / US52107QAF28
|
|
|
|
$500,000,000
|
|
|
|
2.625% UST due 08/31/20
|
|
|
|
FIT1
|
|
|
|
2.813%
|
|
|
+35 bps
|
|
|
|
$1,022.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
The Total Consideration for Notes validly tendered prior to or at
the Early Tender Date and accepted for purchase is calculated using
the Fixed Spread, which is inclusive of the early tender premium of
$30 per $1,000 principal amount of the Notes.
|
(2)
|
|
|
|
Per $1,000 principal amount of Notes validly tendered and not
subsequently validly withdrawn prior to or at the Early Tender Date.
|
|
|
|
|
|
The “Early Settlement Date” is expected to occur on September 28, 2018,
the third business day following the Early Tender Date. In addition to
the Total Consideration, holders who validly tendered and did not
subsequently validly withdraw their Notes prior to or at the Early
Tender Date and whose Notes are accepted for purchase by Lazard Group
will receive accrued and unpaid interest up to, but not including, the
Early Settlement Date.
As announced earlier today, because purchasing all of the Notes validly
tendered and not validly withdrawn prior to or at the Early Tender Date
would cause the Aggregate Maximum Tender Amount to be exceeded, Lazard
Group will not accept for purchase all of the Notes tendered prior to or
at the Early Tender Date. Rather, Lazard Group will accept such Notes
for purchase on the Early Settlement Date on a prorated basis, using a
proration rate of approximately 0.61653634. Lazard Group will accept for
purchase the aggregate principal amount of Notes tendered by a holder
multiplied by the applicable proration rate and then rounded down to the
nearest $1,000 increment.
Also as announced earlier today, although the Tender Offer is scheduled
to expire at 11:59 p.m., Eastern Time, on October 10, 2018, Lazard Group
does not expect to accept for purchase any Notes tendered after the
Early Tender Date because the aggregate principal amount of Notes that
were validly tendered and not validly withdrawn as of the Early Tender
Date exceeded 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. Lazard
Group 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/20180926006030/en/
Source: Lazard Ltd
Media:
Judi Frost Mackey, +1 212 632 1428
judi.mackey@lazard.com
or
Investor:
Alexandra
Deignan, +1 212-632-6886
alexandra.deignan@lazard.com