Lazard Announces Cash Tender Offer for 4.250% Senior Notes Due 2020 of Lazard Group LLC

NEW YORK–(BUSINESS WIRE)–Lazard Ltd (NYSE:LAZ) announced today that its subsidiary Lazard Group
LLC (“Lazard Group”) is commencing a cash tender offer (the “Tender
Offer”) for any and all of its outstanding 4.250% Senior Notes due
November 14, 2020 (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 5, 2019.
The Tender Offer will expire at 5:00 p.m. (New York City time) on
March 11, 2019, 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.

The following table summarizes certain material terms of the Tender
Offer:

Title of Security   CUSIP/ISIN Nos.  

Principal
Amount
Outstanding

 

UST Reference
Security

 

Bloomberg
Reference Page

 

Fixed Spread
(bps)

4.250% Senior
Notes due 2020

52107QAF2 /
US52107QAF28

$250,000,000

2.625% UST due
11/15/2020

FIT4 +35 bps
 

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principal amount of Notes validly tendered and not validly withdrawn
will be 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 above, calculated by
the Dealer Managers (as defined below) for the Tender Offer as of 2:00
p.m. (New York City time) on March 11, 2019, the date on which the
Tender Offer is currently scheduled to expire. 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, 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.

As described in the Offer to Purchase, tendered Notes may be withdrawn
at any time on or prior to the earlier of (i) the Expiration Time and
(ii) in the event that the Tender Offer is extended, the 10th
business day after commencement of the Tender Offer; provided that Notes
tendered pursuant to the Tender Offer may also be withdrawn at any time
after the 60th business day after commencement of the Tender
Offer if for any reason the Tender Offer has not been consummated within
60 business days of commencement.

The closing of the Tender Offer is subject to the satisfaction or waiver
of certain conditions as set forth in the Offer to Purchase, including
the condition that Lazard Group has received, on terms satisfactory to
it in its sole discretion, net proceeds from one or more offerings of
senior unsecured notes after March 5, 2019 in an amount sufficient to
fund (i) the purchase of all Notes accepted in the Tender Offer, (ii)
the redemption, in accordance with the indenture governing the Notes, of
all Notes remaining outstanding after the Tender Offer, and (iii) all
fees and expenses in connection with the foregoing. Lazard Group
currently expects that it will exercise its right to optionally redeem
any and all Notes not purchased by it in the Tender Offer at a
make-whole redemption price, calculated in accordance with the indenture
governing the Notes.

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 5, 2019. 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 (800) 252-8173, in
writing at Attn: Andrew Beck, 48 Wall Street, 22nd Floor, New York, New
York, 10005 or by email at [email protected].
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 the Dealer
Managers as follows: Citigroup Global Markets Inc. may be contacted by
telephone at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or
in writing at Attn: Liability Management Group, 388 Greenwich Street, 7th
Floor, New York, New York 10013; and Lazard Frères & Co. LLC may be
contacted by telephone at (877) 364-0850 or in writing at Attn:
Liability Management Group, 30 Rockefeller Plaza, New York, New York
10112. 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

Lazard, one of the world’s preeminent financial advisory and asset
management firms, operates from 43 cities across 27 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”, “could”, “would”, “expect”,
“plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”,
“target”, “goal”, or “continue”, and the negative of these terms and
other comparable terminology.
These statements are only
predictions based on our current expectations and projections about
future events, many of which, by their nature, are inherently uncertain
and outside of our control.
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;
  • 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.

Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, level of
activity, performance or achievements.
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 Ltd is committed to providing timely and accurate information
to the investing public, consistent with our legal and regulatory
obligations.

LAZ-CPE

Contacts

Media:
Judi Frost Mackey, +1 212 632
1428
[email protected]

Investors:
Alexandra Deignan, +1
212-632-6886
[email protected]

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