UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 15,
2009
Lazard
Ltd
(Exact
name of registrant as specified in its charter)
Bermuda
(State or
other jurisdiction of incorporation)
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001-32492
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98-0437848
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, 2 Church Street, Hamilton, Bermuda
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HM
11
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(Address
of Principal Executive Offices)
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(Zip
Code)
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441-295-1422
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
3.02 Unregistered Sales of
Equity Securities.
On July 15, 2009 (the “Closing Date”),
Lazard Group LLC (“Lazard”) established a Chicago-based private equity
business with The Edgewater Funds, a private equity firm based in Chicago,
Illinois (“Edgewater”), through the acquisition of the management vehicles of
Edgewater. The acquisition was structured as a purchase by Lazard of
interests in a holding company that owns interests in the general partner and
management company entities of the current Edgewater private equity
funds.
The aggregate consideration to be paid
to the sellers in the transaction consists of (i) a cash payment on the
Closing Date, (ii) an initial stock payment, subject to transfer
restrictions and forfeiture, on the Closing Date of 1,142,857 shares of Lazard
Ltd’s Class A common stock (“Lazard Stock”) (such shares, the “Initial Shares”)
and (iii) additional stock payments, subject to earnout criteria and payable
over time, of up to 1,142,857 shares of Lazard Stock (the “Earnout
Shares”).
The Initial Shares are subject to
transfer restrictions and forfeiture provisions that lapse only upon the
achievement of certain performance thresholds for the next Edgewater fund that
must be met by the second anniversary of the Closing Date. The
Earnout Shares will be issued and paid only if certain performance thresholds
for the next two Edgewater funds are met.
The issuance and payment of the shares
of Lazard Stock to the sellers in the transaction is exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (or regulations
promulgated thereunder), as a transaction by an issuer not involving a public
offering.
Item
8.01 Other
Events.
Attached as Exhibit 99.1 is a copy of
Lazard Ltd’s press release dated July 16, 2009 announcing the transaction
described in Item 3.02 above.
Item
9.01 Financial Statements
and Exhibits.
(d)
Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
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Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release of Lazard Ltd issued on July 16,
2009.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| LAZARD LTD | |||
| (Registrant) | |||
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By:
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/s/ Michael J. Castellano | |
| Name: Michael J. Castellano | |||
| Title: Chief Financial Officer | |||
Dated: July
17, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release of Lazard Ltd issued on July 16,
2009.
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Exhibit
99.1
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Media
contacts:
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Judi
Mackey, +1 212 632 1428
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Richard
Creswell, +44 207 187 2305
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judi.mackey@lazard.com
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richard.creswell@lazard.com
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Monica
Orbe, +1 212 632 6968
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monica.orbe@lazard.com
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LAZARD
ESTABLISHES CHICAGO-BASED
PRIVATE
EQUITY BUSINESS WITH THE EDGEWATER FUNDS
–
Focuses on Growth Equity and Buyouts in the US Middle Market –
NEW YORK,
July 16, 2009 — Lazard Ltd (NYSE: LAZ) announced today that it has established a
Chicago-based private equity business with The Edgewater Funds, a Chicago-based
private equity firm, through the acquisition of The Edgewater Funds’ management
vehicles. Edgewater, which will continue to be managed by its current
leadership team who retains a substantial economic interest, is focused on
growth-oriented investments and buyouts in the US middle market.
“Edgewater’s
founder, Jim Gordon, and his partners have built a strong private equity
business in the middle market and a broad network of business relationships in
Chicago over the past 18 years,” said Bruce Wasserstein, Chairman and CEO of
Lazard.
“The
addition of Edgewater will bring a nationally prominent middle market private
equity management business to Lazard and will serve as an enhancement to our
expanding effort in Chicago, the highly active base for our Financial Advisory
business in the Midwest,” said Charles G. Ward, President of Lazard and Chairman
of its Asset Management Group. “We look forward to working with the
Edgewater team to build deal flow, growth opportunities and investment sources
for the funds.”
“Lazard
is the preeminent, global independent firm in strategic financial advisory and
management of clients’ assets,” said Jim Gordon, Founder and Managing Partner of
Edgewater. “By joining Lazard, we believe that we can strengthen our
investment and capital base and leverage the Lazard brand and international
presence to expand our portfolio companies around the globe. We can
also attract talent to partner on new investments and provide a more diverse
range of opportunities to benefit our fund investors through the Lazard network
of high quality research and world class investment banking.”
In
addition to his role as Managing Partner of Edgewater, Mr. Gordon serves on the
boards of directors of numerous Chicago area arts institutions and non-profit
organizations, including The Chicago Museum of Contemporary Art, the Art
Institute of Chicago, Northwestern Memorial Foundation, the Joffrey Ballet, the
Museum of Science and Industry of Chicago, Chicago Cares and the Big Shoulders
Fund. He also serves as a Vice Chairman of the board of The Whitney
Museum of American Art.
Edgewater
primarily manages two middle market funds with approximately $700 million of
assets under management, Edgewater Growth Capital Partners, L.P. and Edgewater
Growth Capital Partners II, L.P. The funds are focused on buyout and
growth equity investments in middle market companies.
About
Lazard
Lazard,
one of the world’s preeminent financial advisory and asset management firms,
operates from 39 cities across 24 countries in North America, Europe, Asia,
Australia, Central and South America. With origins dating back to
1848, the firm provides advice on mergers and acquisitions, restructuring and
capital raising, as well as asset management services to corporations,
partnerships, institutions, governments, and individuals. For more
information on Lazard, please visit www.lazard.com.
* * *
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”, “expect”, “plan”, “anticipate”,
“believe”, “estimate”, “predict”, “potential” or “continue”, and the negative of
these terms and other comparable terminology. These forward-looking
statements are not historical facts but instead represent only our belief
regarding future results, 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 disclosed from time to time in
reports on Forms 10-Q and 8-K including the following:
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A
decline in general economic conditions or the global financial
markets;
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Losses
caused by financial or other problems experienced by third
parties;
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Losses
due to unidentified or unanticipated risks;
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A
lack of liquidity, i.e., ready access to funds, for use in our businesses;
and
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Competitive
pressure.
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* * *
Lazard
Ltd is committed to providing timely and accurate information to the investing
public, consistent with our legal and regulatory obligations. To that
end, Lazard and its operating companies use their websites to convey information
about their businesses, including the anticipated release of quarterly financial
results, quarterly financial, statistical and business-related information, and
the posting of updates of assets under management in various hedge funds and
mutual funds and other investment products managed by Lazard Asset Management
LLC and its subsidiaries. Monthly updates of these funds will be
posted to the Lazard Asset Management website (www.lazardnet.com) on
the third business day following the end of each month. Investors can
link to Lazard and its operating company websites through www.lazard.com.
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