Post by icemandios on Feb 16, 2018 14:47:58 GMT
Item 1.01 Entry into a Material Definitive Agreement.
On February 15, 2018, Ladenburg Thalmann Financial Services Inc. (the “Company”) entered into a Note Distribution Agreement (the “Distribution Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the agents named therein (the “Agents”), under which the Company may offer and sell, from time to time, up to an aggregate principal amount of $25,000,000 (the “Placement Notes”) of its 6.50% Senior Notes due 2027 (the “Notes”).
Sales of the Placement Notes, if any, pursuant to the Distribution Agreement may be made in transactions involving an offering of the Placement Notes into an existing trading market for the Notes at other than a fixed price, pursuant to Rule 415 under the Securities Act of 1933, as amended. The Notes currently trade on the NYSE American under the symbol “LTSL”.
The Agents are not required to sell any specific number of the Placement Notes, but the Agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between the Agents and the Company. Under the Distribution Agreement, the Agents will be entitled to compensation of up to 2.0% of the gross proceeds of all Placement Notes sold through the Agents.
The Placement Notes sold pursuant to the Distribution Agreement will be issued pursuant to a prospectus dated April 27, 2017, as supplemented by a prospectus supplement dated February 15, 2018, in each case filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-216733) (the “Registration Statement”), which was declared effective by the Commission on April 27, 2017. The Placement Notes will be issued under the Indenture, dated as of November 21, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 21, 2017 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank, National Association, as trustee.
The Placement Notes that the Company may offer and sell will constitute a further issuance of and are fungible with the $72,500,000 in aggregate principal amount of Notes that the Company issued on November 21, 2017 and the $4,068,700 in aggregate principal amount of Notes that the Company issued on December 12, 2017 (collectively, the “Initial Notes”), respectively, and form a single series of debt securities with the Initial Notes. The Placement Notes will have terms identical to the Initial Notes, and will have the same CUSIP number as, and will be fungible and vote together with, the Initial Notes, immediately upon issuance.
Interest on the Placement Notes will accrue from the most recent interest payment date immediately preceding the date of issuance of the Placement Notes, unless the Placement Notes are issued after the record dates noted below, but prior to the interest payment date immediately following such record date, in which case the Placement Notes will not begin to accrue interest until the interest payment date immediately following such record date. The interest payable on each interest payment date will be paid only to holders of record of the Placement Notes at the close of business on March 15, June 15, September 15 and December 15 of each year, as the case may be, and will be paid quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.
The Base Indenture, Supplemental Indenture and Notes are further described in the Company’s Current Report on Form 8-K, filed with the Commission on November 21, 2017 (the “November Form 8-K”). Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full texts of the Base Indenture, Supplemental Indenture and form of Note, copies of which are attached to the November Form 8-K as exhibits 4.1, 4.2 and 4.3, respectively, thereto and incorporated by reference herein and in the Registration Statement.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the text of the Distribution Agreement included as Exhibit 1.1 hereto and incorporated by reference herein and in the Registration Statement.
Attached as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference herein and in the Registration Statement is a copy of the opinion of Holland & Knight LLP relating to the validity of the Placement Notes.
www.sec.gov/Archives/edgar/data/1029730/000149315218002258/form8-k.htm
On February 15, 2018, Ladenburg Thalmann Financial Services Inc. (the “Company”) entered into a Note Distribution Agreement (the “Distribution Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the agents named therein (the “Agents”), under which the Company may offer and sell, from time to time, up to an aggregate principal amount of $25,000,000 (the “Placement Notes”) of its 6.50% Senior Notes due 2027 (the “Notes”).
Sales of the Placement Notes, if any, pursuant to the Distribution Agreement may be made in transactions involving an offering of the Placement Notes into an existing trading market for the Notes at other than a fixed price, pursuant to Rule 415 under the Securities Act of 1933, as amended. The Notes currently trade on the NYSE American under the symbol “LTSL”.
The Agents are not required to sell any specific number of the Placement Notes, but the Agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between the Agents and the Company. Under the Distribution Agreement, the Agents will be entitled to compensation of up to 2.0% of the gross proceeds of all Placement Notes sold through the Agents.
The Placement Notes sold pursuant to the Distribution Agreement will be issued pursuant to a prospectus dated April 27, 2017, as supplemented by a prospectus supplement dated February 15, 2018, in each case filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-216733) (the “Registration Statement”), which was declared effective by the Commission on April 27, 2017. The Placement Notes will be issued under the Indenture, dated as of November 21, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 21, 2017 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank, National Association, as trustee.
The Placement Notes that the Company may offer and sell will constitute a further issuance of and are fungible with the $72,500,000 in aggregate principal amount of Notes that the Company issued on November 21, 2017 and the $4,068,700 in aggregate principal amount of Notes that the Company issued on December 12, 2017 (collectively, the “Initial Notes”), respectively, and form a single series of debt securities with the Initial Notes. The Placement Notes will have terms identical to the Initial Notes, and will have the same CUSIP number as, and will be fungible and vote together with, the Initial Notes, immediately upon issuance.
Interest on the Placement Notes will accrue from the most recent interest payment date immediately preceding the date of issuance of the Placement Notes, unless the Placement Notes are issued after the record dates noted below, but prior to the interest payment date immediately following such record date, in which case the Placement Notes will not begin to accrue interest until the interest payment date immediately following such record date. The interest payable on each interest payment date will be paid only to holders of record of the Placement Notes at the close of business on March 15, June 15, September 15 and December 15 of each year, as the case may be, and will be paid quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.
The Base Indenture, Supplemental Indenture and Notes are further described in the Company’s Current Report on Form 8-K, filed with the Commission on November 21, 2017 (the “November Form 8-K”). Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full texts of the Base Indenture, Supplemental Indenture and form of Note, copies of which are attached to the November Form 8-K as exhibits 4.1, 4.2 and 4.3, respectively, thereto and incorporated by reference herein and in the Registration Statement.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the text of the Distribution Agreement included as Exhibit 1.1 hereto and incorporated by reference herein and in the Registration Statement.
Attached as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference herein and in the Registration Statement is a copy of the opinion of Holland & Knight LLP relating to the validity of the Placement Notes.
www.sec.gov/Archives/edgar/data/1029730/000149315218002258/form8-k.htm