Lazard, Inc. (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 3.750% Senior Notes due February
13, 2025 (the “Notes”). The Tender Offer expired at 5:00 p.m. (New
York City time) on March 12, 2024 (the “Expiration Time”). The
terms and conditions of the Tender Offer were described by Lazard
Group in an Offer to Purchase and related Letter of Transmittal and
Notice of Guaranteed Delivery dated March 6, 2024. 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 and Notice of Guaranteed Delivery.
As of the Expiration Time, according to information provided by
D.F. King & Co., Inc., the tender agent for the Tender Offer,
$235,653,000 in aggregate principal amount of the Notes was validly
tendered and not validly withdrawn in the Tender Offer (the
“Accepted Notes”), not including any Notes that may be validly
tendered pursuant to guaranteed delivery procedures. Lazard Group
has accepted for purchase all of the Accepted Notes. As announced
on March 12, 2024, holders (i) of the Accepted Notes or (ii) who
delivered a properly completed Notice of Guaranteed Delivery and
all other required documents at or prior to the Expiration Time and
who validly tender their Notes on or prior to 5:00 p.m. (New York
City time) on March 12, 2024 and whose Notes are accepted for
purchase will receive the “Total Consideration” of $987.80 per
$1,000 principal amount of Notes, subject to the terms and
conditions set forth in the Offer to Purchase and related Letter of
Transmittal and Notice of Guaranteed Delivery. In addition to the
Total Consideration, such holders will also receive accrued and
unpaid interest up to, but not including, the Settlement Date (as
defined below). 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 currently
expected to occur today, March 13, 2024, and the Guaranteed
Delivery Settlement Date is currently expected to occur on March
15, 2024, 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. Any Notes purchased pursuant to the Tender Offer will be
canceled.
Lazard Group retained Citigroup Global Markets Inc. 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 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
was 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
jurisdictions.
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/20240313066468/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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