16
Oct

Sotheby’s announces settlement of Change of Control Offer for its $400,000,000 4.875% Senior Notes due 2025

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Following the acquisition of Sotheby’s by BidFair USA Inc. (“Bidfair”) through the merger of BidFair MergeRight Inc. with and into Sotheby’s (with Sotheby’s as the successor entity), Sotheby’s today announced the settlement of the previously announced Change of Control Offer. The settlement occurred at 11:00 AM New York Time on October 15, 2019.

On September 10, 2019, BidFair MergeRight Inc. (the “Offeror”), launched a change of control offer (the “Change of Control Offer”) with respect to any and all of Sotheby’s 4.875% Senior Notes due 2025 (the “Notes”). The Change of Control Offer was conducted in connection with the previously announced merger agreement between BidFair, Sotheby’s and the Offeror (“Acquisition Agreement”), and was made pursuant to a Change of Control Notice and Offer to Purchase dated September 10, 2019 (“Offer to Purchase”). On October 3, 2019, pursuant to the Acquisition Agreement, the Offeror merged with and into Sotheby’s, and Sotheby’s succeeded to all of the obligations of the Offeror, including obligations under the Offer to Purchase.

During the Change of Control Offer over 85.00% of the aggregate principal amount of the Notes (approximately $342,313,000) were validly tendered and accepted. On October 15, 2019, Sotheby’s made the change of control payment to the holders of the tendered Notes, in accordance with the terms of the Offer to Purchase to redeem $1,000 principal amount of Notes validly tendered for $1,010.00 plus accrued and unpaid interest.

This announcement is for informational purposes only. This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Change of Control Offer was made only pursuant to the Offer to Purchase. The Change of Control Offer was not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the Change of Control Offer to be made by a licensed broker or dealer, the Change of Control Offer, as applicable, will be deemed to be made on behalf of Sotheby’s by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

BNP Paribas Securities Corp acted as Dealer Manager and D.F. King & Co., Inc. acted as Tender Agent in connection with the Change of Control Offer.

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