Sotheby's Prices $175 Million Senior Unsecured Convertible Notes

Wed Jun 11, 2008 10:48pm EDT
 
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NEW YORK, June 11, 2008 (PRIME NEWSWIRE) -- Sotheby's (NYSE:BID) today announced
the pricing of $175 million of senior unsecured convertible notes due 2013
through an offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"). Sotheby's
also granted the initial purchasers of the convertible notes an option to
purchase up to an additional $25 million of convertible notes to cover
over-allotments, if any. The closing of the offering is expected to occur on or
about June 17, 2008.

The senior unsecured convertible notes will pay interest semiannually at a rate
of 3.125% per annum. In certain circumstances, the notes will be convertible
into cash, shares of Sotheby's common stock or a combination thereof, at the
option of Sotheby's, based on an initial conversion rate of 29.4122 shares of
common stock per $1,000 principal amount of the notes (which is subject to
adjustment in certain circumstances). This represents an initial conversion
price of approximately $34.00 per share, representing a conversion premium of
32.5% to the closing price of Sotheby's common stock on June 11, 2008, which was
$25.66 per share.

Sotheby's expects to use the proceeds from this offering, together with the
proceeds from its proposed offering of $150 million of senior notes, to finance
the acquisition of its York Avenue property and to redeem its $100 million of
existing 6.875% Notes due 2009. In addition, Sotheby's expects to use a portion
of the proceeds from the transactions and from the warrant sales referred to
below to fund convertible note hedge transactions that Sotheby's has entered
into with the initial purchasers of the convertible notes or their affiliates.
The convertible note hedge transactions have an exercise price equal to the
conversion price of the convertible notes and are intended to offset potential
dilution to Sotheby's common stock upon potential future conversion of the
notes. Sotheby's also has sold warrants to the initial purchasers of the
convertible notes or their affiliates and will use the proceeds of those warrant
sales to partially offset the cost of the convertible note hedge transactions.
The warrants have an exercise price of $44.9050, which is approximately 75%
above the closing price of Sotheby's common stock on June 11, 2008. The warrants
could have a dilutive effect on Sotheby's earnings per share to the extent that
the price of Sotheby's common stock exceeds the exercise price of the warrants.
Any remaining proceeds from these transactions will be used for general
corporate purposes. If the initial purchasers exercise the over-allotment
option, Sotheby's intends to use any proceeds therefrom to enter into additional
convertible note hedge transactions and for general corporate purposes, and in
such event also intends to enter into additional warrant transactions, which
would result in the receipt of additional proceeds.

Sotheby's has been advised that, in connection with establishing their initial
hedge of the convertible note hedge and warrant sales described above, Sotheby's
counterparties or their affiliates expect to enter into various derivative
transactions with respect to Sotheby's common stock and/or the convertible
notes, or to purchase shares of Sotheby's common stock or other securities of
Sotheby's, including the convertible notes, concurrently with or shortly after
the pricing of the notes. These activities could have the effect of increasing,
or preventing a decline in, the price of Sotheby's common stock concurrently
with or shortly after the pricing of the notes. Sotheby's has been further
advised that its counterparties or their affiliates may modify their respective
hedge positions by entering into or unwinding various derivative transactions
with respect to Sotheby's common stock and/or the convertible notes or by
purchasing or selling Sotheby's common stock and/or the convertible notes in
secondary market transactions during the term of the convertible notes. In
particular, such hedge modification transactions are likely to occur during an
observation period related to any conversions of the notes, which may have a
negative effect on the amount or value of the consideration received in relation
to the conversion of those notes. Any of these activities could adversely affect
the value of Sotheby's common stock and the value of consideration that holders
may receive upon conversion of the notes.

The convertible notes and the shares of Sotheby's common stock issuable upon
conversion of the convertible notes have not been registered under the
Securities Act or any applicable state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state in which such offer, solicitation or
sale would be unlawful. This announcement does not constitute a notice of
redemption of the 6.875% Notes due 2009 referred to above.

Sotheby's is a global company that engages in art auction, private sales and
art-related financing activities. The Company operates in 40 countries, with
principal salesrooms located in New York, London, Hong Kong and Paris. Sotheby's
also regularly conducts auctions in six other salesrooms around the world.
Sotheby's is listed on the New York Stock Exchange under the symbol BID.

Forward Looking Statements

This communication contains forward-looking statements relating to the terms and
timing of the proposed offering, the expected use of proceeds from the offering
and Sotheby's ability to implement its strategic and business initiatives. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and are subject to risks,
uncertainties, assumptions and other factors that are difficult to predict and
that could cause actual results to vary materially from those expressed in or
indicated by them. Additional risks and factors are identified in Sotheby's
filings with the U.S. Securities Exchange Commission (the "SEC"), including its
annual report on Form 10-K for the fiscal year ended December 31, 2007 and its
quarterly report on Form 10-Q for the quarter ended March 31, 2008, which are
available on the SEC's website at http://www.sec.gov. Sotheby's undertakes no
obligation to revise or update any forward-looking statement, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.

-0-
CONTACT:  Sotheby's
          Press Department:
          Diana Phillips
            (212) 606-7176
          Investor Relations:
          Jennifer Park
            (212) 894-1023

 

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