Ladenburg Thalmann Announces Intention to Delist Certain of Its Securties
Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS PrA, LTSL, LTSF, LTSK, LTSH) (“Ladenburg”) today announced that it intends to delist certain of its securities and has provided the below notice to holders of its 8.00% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) announcing a change of control upon the closing of its merger with Advisor Group. Please see below for more information.
Delisting of Certain Ladenburg Securities
Ladenburg today notified the NYSE American (“NYSE”) of its intention to voluntarily delist its 8.00% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share, (the “Series A Preferred Stock”), its 6.50% Senior Notes due 2027 (the “6.50% 2027 Notes”), its 7.00% Senior Notes due 2028 (the “7.00% 2028 Notes”), its 7.25% Senior Notes due 2028 (the “7.25% 2028 Notes”), and its 7.75% Senior Notes due 2029 (the “7.75% Senior Notes” and, together with the 6.50% 2027 Notes, the 7.00% 2028 Notes and the 7.25% 2028 Notes, the “Notes”) from the NYSE, as well as its intention to deregister the Notes and the Series A Preferred Stock from registration with the Securities and Exchange Commission (“SEC”) following the consummation of Ladenburg’s previously acquisition by Advisor Group Holdings, Inc. (“Advisor Group”). We have not arranged to list or register either the Series A Preferred Stock or the Notes on another national securities exchange or for the quotation of such securities in any other medium. While Advisor Group and Ladenburg intend to cooperate with broker-dealers to facilitate over-the-counter trading of the Notes and the Series A Preferred Stock (with respect to the Series A Preferred Stock, to the extent that shares of Series A Preferred Stock are not fully converted or redeemed in connection with the Ladenburg Merger and remain outstanding), there is no assurance that such a market will develop.
As previously announced, on November 11, 2019, Ladenburg entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Ladenburg, Advisor Group and Harvest Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Advisor Group, pursuant to which Ladenburg agreed to be acquired by Advisor Group through a cash merger, in which each outstanding share of Ladenburg’s common stock will be converted into cash payments of $3.50 per share (the “Transaction”). With its acquisition by Advisor Group, Ladenburg is proceeding to delist the Notes and the Series A Preferred Stock in connection with the closing of the transactions contemplated by the Merger Agreement.