Lazard, Inc. (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 any and all of its
outstanding 3.750% Senior Notes due February 13, 2025 (the
“Notes”).
The Tender Offer is being made upon the terms and conditions in
the Offer to Purchase and related Letter of Transmittal dated March
6, 2024. The Tender Offer will expire today at 5:00 p.m. (New York
City time), unless extended or terminated as described in the Offer
to Purchase (such time and date, as they may be extended, the
“Expiration Time”). Holders of the Notes are urged to carefully
read the Offer to Purchase and related Letter of Transmittal and
Notice of Guaranteed Delivery before making any decision with
respect to the Tender Offer.
As previously announced, in order to be eligible to receive the
“Total Consideration,” holders must (i) validly tender their Notes
on or prior to the Expiration Time or (ii) deliver a properly
completed Notice of Guaranteed Delivery and all other required
documents at or prior to the Expiration Time and validly tender
their Notes at or prior to 5:00 p.m. (New York City time) on the
second business day after the Expiration Time pursuant to
guaranteed delivery procedures. The Total Consideration for each
$1,000 principal amount of Notes validly tendered and not validly
withdrawn was determined in the manner described in the Offer to
Purchase by reference to the fixed spread over the yield to
maturity based on the bid side price of the UST Reference Security
listed below, calculated by the Dealer Managers (as defined below)
for the Tender Offer as of 2:00 p.m. (New York City time) today,
the date on which the Tender Offer is currently scheduled to
expire, 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
Total Consideration(1)
3.750% Senior Notes due 2025
52107QAG0 / US52107QAG01
$400,000,000
2.00% UST
due February 15, 2025
FIT3
5.130%
+0 bps
$987.80
(1)
Per $1,000 principal amount of Notes
validly tendered and not validly withdrawn pursuant to the Tender
Offer.
In addition to the Total Consideration, accrued and unpaid
interest up to, but not including, the Settlement Date (as defined
below) will be payable in cash on all validly tendered and accepted
Notes. Interest will cease to accrue on the Settlement Date for all
Notes accepted for purchase in the Tender Offer, including any such
Notes tendered through guaranteed delivery procedures. As a result,
Notes tendered through the guaranteed delivery procedures will not
receive accrued interest from the Settlement Date through the
Guaranteed Delivery Settlement Date (as defined below), which is
expected to be two business days after the Settlement Date.
Payment for Notes validly tendered in the Tender Offer and
accepted by Lazard Group for purchase will be made on the date
referred to as the “Settlement Date” or, in the case of Notes
tendered through guaranteed delivery procedures, the “Guaranteed
Delivery Settlement Date.” The Settlement Date is expected to occur
on the next business day following the Expiration Time, and the
Guaranteed Delivery Settlement Date is currently expected to occur
on the third business day following the Expiration Time.
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
the Expiration Time, (iii) amend the Tender Offer in any respect
(including, without limitation, to change the fixed spread) or (iv)
terminate the Tender Offer on or prior to the Expiration Time and
return the Notes tendered pursuant thereto, in each case by giving
written or oral notice of such extension, amendment or termination
to D.F. King & Co., Inc., the tender agent (in such capacity,
the “Tender Agent”).
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 and Notice of
Guaranteed Delivery dated March 6, 2024. 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 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 and Lazard Frères & Co. LLC is acting as co-dealer
manager (together, the “Dealer Managers”) for the Tender Offer.
Requests for documents may be directed to D.F. King & Co.,
Inc., the information agent (in such capacity, the “Information
Agent”), by telephone at (212) 269-5550, in writing at Attn:
Michael Horthman,, 48 Wall Street, 22nd Floor, New York, New York,
10005 or by email at lazard@dfking.com. Copies of the Offer
Documents are also available at the following website:
www.dfking.com/lazard. Questions regarding the Tender Offer may be
directed to Citigroup Global Markets Inc. by telephone at (800)
558-3745 (toll-free) or (212) 723-6106 (collect) or in writing at
Attn: Liability Management Group, 388 Greenwich Street, Trading 4th
Floor, New York, New York 10013. None of Lazard Group or its
affiliates, their respective boards of directors, the Dealer
Managers, the Tender Agent, the 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
Founded in 1848, Lazard is one of the world’s preeminent
financial advisory and asset management firms, with operations in
North and South America, Europe, the Middle East, Asia, and
Australia. Lazard provides advice on mergers and acquisitions,
capital markets and capital solutions, restructuring and liability
management, geopolitics, and other strategic matters, as well as
asset management and investment solutions to institutions,
corporations, governments, partnerships, family offices, and high
net worth individuals. For more information, 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,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “target,” “goal,” or “continue,” and the negative of
these terms and other comparable terminology. These forward-looking
statements, which are subject to known and unknown risks,
uncertainties and assumptions about us, may include projections of
our future financial performance based on our strategies, business
plans and initiatives and anticipated trends in our business. These
forward-looking statements are only predictions based on our
current expectations and projections about future events. 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 (“AUM”);
- 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;
- Competitive pressure on our businesses and on our ability to
retain and attract employees at current compensation levels;
and
- Changes in relevant tax laws, regulations or treaties or an
adverse interpretation of these items.
Although we believe the statements reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance, achievements or
events. 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, Inc. 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, and other social media sites 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 mutual
funds, hedge funds and other investment products managed by Lazard
Asset Management LLC and Lazard Frères Gestion SAS. Investors can
link to Lazard and its operating company websites through
www.lazard.com.
LAZ-CPE
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version on businesswire.com: https://www.businesswire.com/news/home/20240312193113/en/
Media contact: Shannon Houston, +1
212 632 6880 shannon.houston@lazard.com
Investor contact: Alexandra
Deignan, +1 212-632-6886 alexandra.deignan@lazard.com
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