Lazard, Inc. (NYSE: LAZ) (“Lazard”) today announced that, in
connection with its previously announced consent solicitation and
offer to guarantee for Lazard Group LLC (a wholly owned subsidiary
of Lazard) (“Lazard Group”) senior notes, it has received the
required consents from the holders of the outstanding Lazard Group
senior notes listed below (collectively, the “Notes”) to adopt the
proposed amendments to the indenture, dated as of May 10, 2005 (as
amended and supplemented from time to time, the “Indenture”),
between Lazard Group and The Bank of New York Mellon, governing the
Notes.
Issuer
Debt Security
Description
CUSIP No.
Aggregate Principal
Amount
Consent Payment
Lazard Group LLC
3.625% Senior Notes Due 2027
52107QAH8
$300,000,000
$1.50 per $1,000
Lazard Group LLC
4.500% Senior Notes Due 2028
52107QAJ4
$500,000,000
$1.50 per $1,000
Lazard Group LLC
4.375% Senior Notes Due 2029
52107QAK1
$500,000,000
$1.50 per $1,000
Lazard Group LLC
6.000% Senior Notes Due 2031
52107QAL9
$400,000,000
$1.50 per $1,000
The adoption of the amendments to the Indenture required
consents from the holders of at least a majority in aggregate
principal amount outstanding of each series of Notes as of 5:00
p.m., New York City time, on December 4, 2024, excluding Notes
owned by Lazard Group or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with Lazard Group. Global Bondholder Services Corporation,
the Information Agent and Tabulation Agent for the consent
solicitation and offer to guarantee, has advised Lazard that as of
5:00 p.m., New York City time, on December 11, 2024 (the
“Expiration Time”), Lazard has received the required consents of
the holders of the Notes.
In accordance with the terms of the consent solicitation and
offer to guarantee, Lazard will make a payment to the holders of
the Notes in an amount equal to $1.50 for each $1,000 principal
amount of Notes for which such holders provided valid and unrevoked
consent prior to the Expiration Time.
Following receipt of the consents, Lazard Group, as issuer,
Lazard and The Bank of New York Mellon, as trustee, will enter into
a supplemental indenture to the Indenture to (i) modify the
reporting covenant contained in the Indenture to provide that so
long as any parent entity of Lazard Group guarantees the securities
issued under the Indenture (including the Notes), the reports,
information and other documents required to be filed and furnished
to holders pursuant to the Indenture may, at the option of Lazard
Group, be filed and furnished by and be those of such parent entity
rather than Lazard Group and (ii) provide for the guarantees of the
Notes by Lazard.
The terms and conditions of the consent solicitation and offer
to guarantee were set forth in a consent solicitation/prospectus
supplement dated December 5, 2024 (the “Consent
Solicitation/Prospectus Supplement”), which was filed with the
Securities and Exchange Commission, and was sent to record holders
of the Notes.
Citigroup Global Markets Inc. and Lazard Frères & Co. LLC
acted as the Solicitation Agents for the consent solicitation and
offer to guarantee. Questions regarding the terms of the consent
solicitation and offer to guarantee should be directed to (i)
Citigroup Global Markets Inc. by calling (800) 558-3745 (toll-free)
or (212) 723-6106 (collect) or (ii) Lazard Frères & Co. LLC by
calling (212) 632-6311 (collect).
Global Bondholder Services Corporation acted as the Information
Agent and Tabulation Agent for the consent solicitation and offer
to guarantee. Questions concerning consent procedures and requests
for copies of the Consent Solicitation/Prospectus Supplement should
be directed to Global Bondholder Services Corporation by calling at
(855) 654-2014 (toll-free) or (212) 430-3774 (banks and
brokers).
This press release is for informational purposes only and is not
an offer to purchase or sell, a solicitation of an offer to
purchase or sell, or a solicitation of consents with respect to any
securities. The solicitation and offer to guarantee were made
solely pursuant to an effective shelf registration statement and
prospectus and the above-described Consent Solicitation/Prospectus
Supplement dated December 5, 2024.
The solicitation of consents was not made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such solicitation under applicable state or foreign securities
or “blue sky” laws.
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” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by the use of
forward-looking terminology 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 growth 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 the
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 Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, including the following:
- Adverse general economic conditions or adverse conditions in
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 those items.
These risks and uncertainties are not exhaustive. Our SEC
reports describe additional factors that could adversely affect our
business and financial performance. Moreover, we operate in a very
competitive and rapidly changing environment. New risks and
uncertainties emerge from time to time, and it is not possible for
our management to predict all risks and uncertainties, nor can
management assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.
As a result, there can be no assurance that the forward-looking
statements included in this release will prove to be accurate or
correct. 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. Moreover, 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/20241211967432/en/
Media Relations Shannon Houston +1 212-632-6880
shannon.houston@lazard.com Investor Relations Alexandra
Deignan +1 212-632-6886 alexandra.deignan@lazard.com
Lazard (NYSE:LAZ)
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