SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2013
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
2 Church Street
Hamilton, Bermuda HM 11
(Address of Principal Executive Office)
Registrants telephone number, including area code: (441) 295-1422
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):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 8.01||Other Events.|
On November 15, 2013, Lazard Ltd issued a press release announcing the final settlement results of the previously announced cash tender offer (the Tender Offer) of its subsidiary Lazard Group LLC (Lazard Group) for any and all of Lazard Groups outstanding 7.125% Senior Notes due 2015 (the Notes). Acceptance of the Notes for purchase in the Tender Offer was subject to the satisfaction or waiver of certain conditions as set forth in the offer to purchase and the related letter of transmittal delivered to holders of the Notes on November 6, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 15, 2013, based on the final settlement results of the Tender Offer, Lazard Group accepted for purchase $443,111,000 aggregate principal amount of the Notes validly tendered on or prior to the expiration time of the Tender Offer.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release, dated November 15, 2013|
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.
|Name: Matthieu Bucaille|
|Title: Chief Financial Officer|
Date: November 15, 2013
|99.1||Press Release, dated November 15, 2013|
Judi Frost Mackey, +1 212 632 1428
Kathryn Harmon, +1 212 632 6637
LAZARD ANNOUNCES RESULTS OF
CASH TENDER OFFER OF LAZARD GROUP LLC
NEW YORK, November 15, 2013 Lazard Ltd (NYSE: LAZ) announced today the expiration and final results 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 7.125% Senior Notes due May 15, 2015 (the Notes). The Tender Offer expired at 5:00 p.m. (New York City time) on November 14, 2013. The terms and conditions of the Tender Offer were described by Lazard Group in an Offer to Purchase and related Letter of Transmittal dated November 6, 2013. Acceptance by Lazard Group of any Notes tendered for purchase was subject to the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal.
As of 5:00 p.m. (New York City time) on November 14, 2013 (the Expiration Time), $443,111,000 in aggregate principal amount of the Notes was validly tendered. Lazard Group has accepted for purchase all Notes that were validly tendered and not subsequently validly withdrawn as of the Expiration Time. Holders who validly tendered their Notes on or prior to the Expiration Time and whose Notes were accepted for purchase will receive $1,095.37 per $1,000 principal amount of Notes (plus accrued and unpaid interest, if any), subject to the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal. Payment for the Notes so purchased is expected to be made today, and the Notes so purchased will be canceled.
On November 14, 2013, Lazard Group delivered to the holders of the Notes a notice of redemption to redeem any and all Notes not purchased in the Tender Offer. All of the remaining then outstanding Notes will be redeemed on December 16, 2013 at a make-whole redemption price, calculated in accordance with the indenture governing the Notes.
Lazard Group retained Citigroup Global Markets Inc., Goldman, Sachs & Co., and Lazard Frères & Co. LLC to serve as the dealer managers for the Tender Offer.
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 was made solely by means of the Offer to Purchase and related Letter of Transmittal dated November 6, 2013. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer is deemed to have been made on behalf of Lazard Group by the dealer managers for the Tender Offer or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Lazard, one of the worlds preeminent financial advisory and asset management firms, operates from 40 cities across 26 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, 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 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. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee the accuracy of our estimated targets, future results, level of activity, performance or achievements. 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 our reports on Forms 10-Q and 8-K, including the following:
|||A decline in general economic conditions or the global financial markets;|
|||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; and|
|||Competitive pressure on our businesses and on our ability to retain and attract employees at current compensation levels.|
Lazard Ltd is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations.