Lazard, Inc. 8-K

What Happened Lazard, Inc. announced on April 30, 2026 that it entered into a Sale and Purchase Agreement to acquire Campbell Lutyens Holdings Limited, a global independent private capital advisor. The purchase agreement calls for an initial closing consideration of $460 million (subject to cash, debt and working capital adjustments), a $115 million deferred payment payable on the second anniversary of closing, and an earn‑out of up to $85 million tied to revenue‑growth targets through 2030 — for a total potential consideration of up to $660 million. The Initial Consideration is expected to be primarily satisfied in Lazard common stock (reference price $46.50/share), subject to closing adjustments and certain transfer restrictions.

Key Details

• Agreement signed April 30, 2026; closing is conditioned on regulatory approvals (including U.K. Competition & Markets Authority) and must occur by March 31, 2027 unless extended.
• Consideration: $460M initial (cash adjustments), $115M deferred (payable year 2), up to $85M earn‑out through 2030; deferred/earn‑out may be paid in stock, loan notes or cash.
• Stock issuance cap: shares issuable under the deal cannot exceed the lesser of 19.99% of voting power or 19.99% of issued shares (pre‑issuance); excess value to be paid in cash or loan notes.
• Certain shares will be lock‑up restricted (restricted portion of Initial Consideration lapsed pro rata over ~3 years); some recipients subject to forfeiture/clawback. Lazard obtained buy‑side warranty & indemnity insurance as sole recourse for breach of business warranty or tax claims (except fraud). A $50M termination fee applies in specified circumstances, including certain regulatory failures.

Why It Matters This acquisition expands Lazard’s private capital advisory capabilities by adding Campbell Lutyens’ fund placement, secondary advisory and GP capital advisory services — potentially accelerating revenue growth in Lazard’s private capital business. Payment primarily in Lazard stock and the 19.99% issuance cap mean the deal could dilute existing shareholders up to the cap (with any excess value paid in cash/notes). The transaction is subject to regulatory clearance and other closing conditions, so completion is not guaranteed; the filing includes locked shares, deferred/contingent payments, and insurer protections that affect seller and buyer risk allocation. An investor presentation related to the deal was furnished as Exhibit 99.1 to the 8‑K.