On May 21, 2019, Ladenburg Thalmann Financial Services Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with UBS Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the Underwriters), pursuant to which the Company agreed to sell to the Underwriters $50,000,000 aggregate principal amount of 7.75% Senior Notes due 2029 (the Firm Notes) plus an additional $7,500,000 aggregate principal amount of 7.75% Senior Notes due 2029 to cover underwriter overallotments, if any (the Additional Notes and together with the Firm Notes, the Notes). The Notes were offered to the public at a purchase price equal to 100% of their principal amount, plus accrued interest from May 29 , 2019, if the settlement occurs after that date. The Underwriters have agreed to purchase the Notes at a 3.15% discount to such purchase price. The Notes were offered pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-216733) initially filed with the Securities and Exchange Commission (the Commission) on March 16, 2017, and declared effective by the Commission on April 27, 2017. The offering is expected to close on May 29, 2019, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and customary termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Underwriting Agreement, dated as of May 21, 2019, by and among the Company and UBS Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.
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.
May 23, 2019
LADENBURG THALMANN FINANCIAL SERVICES INC.
/s/ Brett H. Kaufman
Brett H. Kaufman
Senior Vice President and Chief Financial Officer
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