|The First Art Newspaper on the Net
||Established in 1996
|| Thursday, October 19, 2017
|Sotheby's Announces Recapitalization Plan|
NEW YORK.- Sotheby's Holdings, Inc. announced today a recapitalization pursuant to which its largest shareholders, A. Alfred Taubman, his family and affiliates, have exchanged 14,034,158 Class B Shares of the Company owned by them for $168 million in cash and 7.1 million Class A Shares of the Company. As a result of the transaction, the Company's dual class super-voting share structure, which has been in place since the Company's initial public offering in 1988, has been eliminated, and all remaining Class B Shares (which previously carried ten votes per share) have been automatically converted to Class A Shares (which carry one vote per share) on a one-for-one basis pursuant to the Company's charter. With this exchange, the total number of shares outstanding has decreased by approximately 11% to 57.3 million shares. There is now a single class of Common Stock outstanding with each share entitled to one vote. The Taubman family now owns 7.1 million shares, representing 12.4% of total shares and votes outstanding. Prior to this transaction, the 14,034,158 Class B Shares owned by the Taubman family represented approximately 22% of the total shares outstanding and 62% of the total votes outstanding. Each Class B Share carried ten votes per share and the Class B Shares were entitled to elect 75 percent of the members of the Company's Board of Directors.
Michael I. Sovern, Chairman of the Board of Sotheby's Holdings, Inc., the holding company for Sotheby's worldwide auction businesses, private sales activities and financial services, said: "The Board of Directors believes it is in the long-term interests of Sotheby's and all Sotheby's shareholders to eliminate the controlling rights of the Class B Shareholders and combine our two classes of stock into a single structure, one much more attractive to investors which allows governance more consistent with the best practices of public companies. We also anticipate that the transaction will have an overall positive impact on future earnings per share as we will have significantly reduced the number of shares outstanding."
Mr. Sovern continued: "We appreciate the clear indication of confidence in the strength of our business and the endorsement of our management team that the Taubman family's decision to remain as significant shareholders represents."
Bill Ruprecht, President and Chief Executive Officer of Sotheby's Holdings said: "The significant improvement in our results over the last several years and the strong financial position the Company now enjoys have made this important transaction possible. We have just reported the best second quarter of revenues in our history and the best profits since 1990 and we are optimistic about the continued strength of the art auction market.
"This transaction aligns voting rights with the economic interests of our shareholders and eliminates the inefficiencies of a dual class share structure. We believe that simplifying our structure will enhance share liquidity, increase our strategic and financing flexibility, have a positive impact on earnings per share and place all of our shareholders on an equal footing. We are confident of our position in the marketplace and our prospects and believe that this transaction is a very prudent use of our financial resources."
The Company is using cash on hand and borrowings to finance the transaction. The Company has entered into a new $200 million, 5-year revolving credit facility arranged by Banc of America Securities LLC and LaSalle Bank N.A. This new facility, which matures in September 2010, replaces the Company's current $200 million asset-backed revolving credit facility maturing in March 2007 and represents an attractive improvement in the Company's cost of funds from LIBOR + 2.5% to a lower rate of LIBOR + 1.75%, which is a 30% reduction in the margin over LIBOR.
The Sotheby's Board of Directors appointed a Special Committee to carefully examine all details of this transaction. The Special Committee consisted of four independent and non-affiliated Directors who, after careful deliberation and negotiation, and based on the advice of independent legal and financial advisors retained by the Committee, unanimously recommended that the Sotheby's Board approve the transaction.
Robert S. Taubman will remain on the Board of Directors of the Company, but will step down as a member of the executive and nominating committees. In addition, Jeffrey Miro, a current member of the Board of Directors, has indicated he does not intend to seek re-election at the 2006 annual meeting of shareholders.
The transaction is structured as an exchange of the Taubman family's 14,034,158 Class B Shares in exchange for cash and Class A Shares and involves the purchase of 6,934,158 Taubman family Class B Shares for $168 million in cash and the one-for-one voluntary conversion in accordance with the Company's charter of 7.1 million of the Taubman family's Class B Shares into Class A Shares. As a result of this transaction, based on the closing price of Sotheby's Class A Shares of $17.43 on the NYSE on September 7, 2005, the Taubman family has received cash and shares with a nominal value equal to $20.82 for each Class B Share previously owned by them.
Under the terms of the transaction agreement entered into between the Taubman family and Sotheby's, the Taubman family also has agreed not to sell shares of the Company until September 2007, except pursuant to aggregate sales at levels permitted under Rule 144 under the Securities Act of 1933. In addition, the Taubman family has agreed to various standstill provisions in connection with the transaction.
Banc of America Securities LLC acted as financial advisor to Sotheby's Holdings, Inc. and Bear Stearns acted as financial advisor to, and rendered a fairness opinion to, the Special Committee of the Board of Directors. Allen & Overy LLP provided legal counsel to Sotheby's Holdings, Inc. and Simpson Thacher & Bartlett LLP served as independent legal counsel to the Special Committee. Goldman, Sachs & Co. and Wachtel, Lipton, Rosen & Katz acted as financial advisor and counsel, respectively, to the Taubman family.
September 9, 2005
Origins of European Printmaking Opens in Washington
Julio González: Sculpture and Drawings
Franz von Stuck - The Artist's Family
Jeppe Hein - Neonwall - A New Contemporary Art Project
California Gold To Open in Los Angeles
New Paintings by Victor Rodriguez
Paul Sattler: Above, Below, and In Between
Klimt, Schiele, Moser, Kokoschka, Vienna 1900
Sotheby's Announces Recapitalization Plan
Trees Tagged For Inclusion in World Trade Ceter Memorial
Most Popular Last Seven Days
1.- $37.7 million bowl sets Chinese ceramic auction record at Sotheby's Hong Kong
2.- Major new show at Picasso Museum focuses on pivotal year in Picasso's life and work
3.- 63 Dutch Masters return home to Holland for an exhibition at the Hermitage Amsterdam
4.- Exhibition reveals new insights into Renoir's celebrated "Luncheon of the Boating Party"
5.- Nazi-looted Pissarro painting at centre of legal tussle
6.- The Herbert F. Johnson Museum of Art presents 'Lines of Inquiry: Learning from Rembrandt's Etchings'
7.- Pristine Hermès Himalayan Gris Cendre Birkin bag sells for $112,500 at Heritage Auctions
8.- Tom Petty, heartland rocker with dark streak, dead at 66
9.- Exhibition presenting the art of Marcel Duchamp and Salvador Dalí opens in London
10.- Private collectors using online appraisal platform to get multiple estimates from top auction houses
Important Judaica and Israeli & international art bring a combined $7.9 million at Sotheby's New York
Tunisia to auction ousted despot's treasures
Andy Warhol's Mao portraits excluded from the Beijing and Shanghai shows next year
China criticises French Qing dynasty seal auction
Christie's announces auction marking the first half century of the popular and luxurious interiors shop Guinevere
Nine new exhibits debut at San Diego International Airport
Rembrandt masterpiece "Portrait of Catrina Hooghsaet" back on display at National Museum Cardiff
Amber: 40-million-year-old fossilised tree resin is Baltic gold
Egyptian artist Iman Issa wins the Ist FHN Museu dArt Contemporani de Barcelona Award
The main chapel of the Basilica of Santa Croce open for visits after five year restoration
Museums, Exhibits, Artists, Milestones, Digital Art, Architecture, Photography,
Photographers, Special Photos, Special Reports, Featured Stories, Auctions, Art Fairs,
Anecdotes, Art Quiz, Education, Mythology, 3D Images, Last Week, .
|Royalville Communications, Inc|
Tell a Friend
Dear User, please complete the form below in order to recommend the Artdaily newsletter to someone you know.
Please complete all fields marked *.