Lazard is soliciting the consent of the holders of each series of the Notes as of 5:00 p.m., New York City time, on December 4, 2024 (the “Record Date”). In order to adopt the proposed amendments to the Indenture with respect to a series of the Notes, consents must be received from the holders of at least a majority in aggregate principal amount of such series outstanding on the Record Date, 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.
The proposed amendments will 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.
If the requisite consents are obtained, (i) Lazard will guarantee the payment, when due, of any amount owed to the holders of the Notes issued under the Indenture, and any other amounts due pursuant to the Indenture (with respect to each series of Notes, a “Lazard Guarantee” and, collectively, the “Lazard Guarantees”) and Lazard Group will exercise its rights under the proposed amendments for Lazard to file or furnish the reports, information and other documents required pursuant to the Indenture in lieu of Lazard Group filing or furnishing such reports, information and other documents and (ii) record holders of the Notes who provide valid and unrevoked consents prior to the Expiration Time (as defined below) will receive a payment equal to $1.50 for each $1,000 principal amount of the Notes. Each Lazard Guarantee will be an unsecured unsubordinated obligation of Lazard and will rank pari passu with Lazard’s other unsecured unsubordinated obligations.
The expiration time of the consent solicitation and offer to guarantee is 5:00 p.m., New York City time, on December 11, 2024, unless extended by Lazard in its sole discretion (such time and date, as it may be extended, the “Expiration Time”). Consents delivered in respect of a series of Notes may be revoked at any time prior to the earlier of (i) the time the requisite consents with respect to such series of Notes are received and (ii) the Expiration Time.
The terms and conditions of the consent solicitation and offer to guarantee are set forth in a consent solicitation/prospectus supplement dated December 5, 2024 (the “Consent Solicitation/Prospectus Supplement”), which has been filed with the Securities and Exchange Commission, and which will be sent to record holders of the Notes.
Citigroup Global Markets Inc. and Lazard Frères & Co. LLC are 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 is 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 are being 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 is not being 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.