Current Report Filing (8-k)
13 December 2017 - 9:16AM
Edgar (US Regulatory)
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): December 12, 2017
Ladenburg
Thalmann Financial Services Inc.
(Exact
name of registrant as specified in its charter)
Florida
|
|
001-15799
|
|
65-0701248
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification No.)
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4400
Biscayne Boulevard, 12
th
Floor
Miami, Florida
|
|
33137
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(Address
of principal executive offices)
|
|
(Zip
Code)
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Registrant’s
telephone number, including area code:
(305) 572-4100
(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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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[
]
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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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|
|
[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
previously disclosed, on November 21, 2017, Ladenburg Thalmann Financial Services Inc. (the “Company”) completed the
sale of $72,500,000 aggregate principal amount of its 6.50% Senior Notes due 2027 (the “Firm Notes”), pursuant to
an Underwriting Agreement, dated as of November 14, 2017, between the Company and Ladenburg Thalmann & Co. Inc., as representative
of the underwriters named in Schedule A thereto (the “Underwriters”). The Company granted the Underwriters the option
to purchase from the Company up to an additional $10,875,000 aggregate principal amount of 6.50% Senior Notes due 2027 (the “Option
Notes” and together with the Firm Notes, the “Notes”), to cover overallotments.
On
December 12, 2017, the Company completed the sale of $4,068,700 of Option Notes (the “Partial Option Notes”), resulting
in net proceeds of approximately $3,905,952 after deducting underwriting discounts and commissions, but before expenses.
The
Partial Option Notes were issued pursuant to an indenture and a first supplemental indenture, each dated as of November 21, 2017
(the “Base Indenture” and “Supplemental Indenture,” respectively), between the Company and U.S. Bank National
Association, as trustee.
The
Base Indenture, Supplemental Indenture and the Notes are described in the Company’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on November 21, 2017 (the “November Form 8-K”). Such descriptions do not purport
to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Supplemental Indenture
and the form of Note, copies of which are attached to the November Form 8-K as exhibits thereto.
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.
December
12, 2017
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LADENBURG
THALMANN FINANCIAL SERVICES INC.
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|
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By:
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/s/
Brett H. Kaufman
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Name:
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Brett
H. Kaufman
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Title:
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Senior
Vice President and Chief Financial Officer
|
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