Current Report Filing (8-k)
May 23 2019 - 7:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 21, 2019
Ladenburg
Thalmann Financial Services Inc.
(Exact
name of registrant as specified in its charter)
Florida
|
|
001-15799
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65-0701248
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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4400
Biscayne Boulevard, 12
th
Floor
Miami,
Florida
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|
33137
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(Address
of principal executive offices)
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|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(305) 572-4100
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $.0001 per share
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LTS
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NYSE
American
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8.00%
Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share
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LTS
PrA
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NYSE
American
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6.50%
Senior Notes due 2027
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LTSL
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NYSE
American
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7%
Senior Notes due 2028
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LTSF
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NYSE
American
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7.25%
Senior Notes due 2028
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LTSK
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
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 Company’s 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.
(d)
Exhibits
.
SIGNATURES
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
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LADENBURG
THALMANN FINANCIAL SERVICES INC.
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By:
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/s/
Brett H. Kaufman
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Name:
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Brett
H. Kaufman
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Title:
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Senior
Vice President and Chief Financial Officer
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