UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
WASHINGTON, D.C. 20549 | ||
FORM 8-K |
CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
June 21, 2017 | ||
Date of Report (Date of Earliest Event Reported) | ||
Sotheby's | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 1-9750 | 38-2478409 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1334 York Avenue | ||
New York, NY | 10021 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 606-7000 | ||
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | The amount of net worth which Sotheby’s must maintain has been reduced from $425 million to $325 million in order to provide continued flexibility to Sotheby’s regarding potential share repurchases. Sotheby’s net worth as of March 31, 2017 was approximately $490 million. |
• | The Borrower is partially prepaying the Loan in the amount of $32 million on July 3, 2017, consisting of $25 million from the Borrower’s current cash balances and $7 million from the cash management account (the “Cash Management Account”) for the Loan held in escrow by the Agent for the benefit of the Lenders. |
• | Thereafter, the Borrower will make annual prepayments on the Loan each July from any excess cash flow that may be in the Cash Management Account, in a total aggregate amount not to exceed $25 million. |
(d) Exhibits | |
Exhibit | Description of Exhibit |
No. | |
10.1 | First Amendment to Loan Agreement and Guaranty of Recourse Carveouts, dated as of June 21, 2017, among 1334 York, LLC, as Borrower, Sotheby’s, as Guarantor, HSBC Bank USA, National Association, as Agent, and HSBC Bank USA, National Association, Industrial and Commercial Bank of China Limited, New York Branch, ING Capital LLC, Raymond James Bank, N.A., TIAA-CREF Trust Company, FSB, Aozora Bank, LTD. and Midfirst Bank, as Lenders. |
SOTHEBY'S | |||
By: | /s/ David G. Schwartz | ||
David G. Schwartz | |||
Senior Vice President, | |||
Chief Securities Counsel and | |||
Corporate Secretary | |||
Date: | June 21, 2017 |
10.1 | First Amendment to Loan Agreement and Guaranty of Recourse Carveouts, dated as of June 21, 2017, among 1334 York, LLC, as Borrower, Sotheby’s, as Guarantor, HSBC Bank USA, National Association, as Agent, and HSBC Bank USA, National Association, Industrial and Commercial Bank of China Limited, New York Branch, ING Capital LLC, Raymond James Bank, N.A., TIAA-CREF Trust Company, FSB, Aozora Bank, LTD. and Midfirst Bank, as Lenders. |