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

 

December 7, 2010


(Date of Report)


 

December 6, 2010


(Date of Earliest Event Reported)


 

Sotheby’s


(Exact name of registrant as specified in its charter)


 

 

 

 

 

Delaware

 

1-9750

 

38-2478409


 


 


(State or other

 

(Commission

 

(IRS Employer

jurisdiction of

 

File Number)

 

Identification No.)

incorporation)

 

 

 

 

 

 

 

 

 

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:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 

 

Item 8.01.

Other Events

On December 7, 2010, Sotheby’s announced the early tender results for its previously announced modified “Dutch auction” tender offer (the “Tender Offer”) for a portion of its outstanding 7.75% Senior Notes due 2015 (the “Notes”). In the Tender Offer, dated November 22, 2010, Sotheby’ offered to purchase, for cash, up to $50,000,000 in aggregate principal amount of the Notes, subject to the terms and conditions set forth the Tender Offer. The Tender Offer expires on December 20, 2010, unless such expiration date is extended by Sotheby’s or the Tender Offer is earlier terminated by Sotheby’s.

According to information provided by Global Bondholder Service Corporation, the despositary and information agent for the Tender Offer, $47,744,000 aggregate principal amount of Notes were validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time, on December 6, 2010. A summary of the Tender Offer is outlined below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of
Security

 

CUSIP
Number

 

Principal
Amount
Outstanding
(1)

 

Early
Tender
Cap
(2)

 

Total
Consideration
(Acceptable
Range)
(2)(3)

 

Principal
Amount
Tendered as
of Early
Tender Date

 

Percent of
Outstanding
Principal
Amount

 















7.75% Senior
Notes due June
15, 2015

 

835898AE7

 

$128,250,000

 

$30

 

$1050 to $1100

 

$47,744,000

 

37.23%

 





















 

(1) Aggregate principal amount outstanding as of November 18, 2010.

(2) Per $1,000 principal amount of Notes accepted for purchase.

(3) Includes the Early Tender Payment.

A copy of the press release announcing the early tender results of the Tender Offer is attached to this report as Exhibit 99.1

 

 

Item 9.01

Financial Statements and Exhibits.


 

 

 

 

 

(c) Exhibits

 

 

 

 

 

99.1

 

Press release announcing the early tender results of the Tender Offer, issued by Sotheby’s on December 7, 2010



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

SOTHEBY’S

 

 

 

 

 

By:

/s/ Kevin M. Delaney

 

 

 


 

 

 

 

 

 

Kevin M. Delaney

 

 

Senior Vice President,

 

 

Controller and Chief Accounting Officer

 

 

 

 

 

Date:

December 7, 2010

 



Exhibit Index

 

 

 

 

Exhibit No.

 

Description

 


 


 

 

99.1

 

Press release announcing the early tender results of the Tender Offer, issued by Sotheby’s on December 7, 2010