Lazard completed its acquisition of all outstanding ownership interests in Campbell Lutyens on Nov. 1, adding the business to its private capital advisory operations. The deal combines upfront stock and cash with a later payment and a potential earn-out tied to revenue growth.
Key details
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Upfront consideration: Lazard issued 9,651,777 shares of its common stock to eligible sellers. The share count was set using a contractual reference price of $46.50 per share. Lazard also paid about $93.2 million in cash, including cash paid in lieu of stock to sellers who could not receive shares. The cash amount is subject to customary post-closing adjustments.
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Additional payments: Lazard must pay $115 million in deferred consideration on the second anniversary of the closing. Sellers may also receive up to $85 million in earn-out payments, based on agreed revenue-growth targets for the combined Campbell Lutyens and Lazard private capital advisory business through 2030, with a possible extension.
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How later payments may be settled: At Lazard’s election, the deferred and earn-out amounts may be paid in stock, loan notes or a combination of the two. Some sellers must receive cash instead, including those who cannot receive stock or notes under applicable securities laws. The total stock issuance under the agreement is capped at 19.99%; amounts above the cap would be paid in cash or loan notes.
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Restrictions on seller shares: Some of the stock issued at closing is subject to lock-up arrangements lasting up to three years.
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Resale registration rights: Lazard agreed to use reasonable best efforts to register the initial shares for resale as soon as reasonably practicable. If it issues shares for deferred or earn-out consideration, it must file the relevant registration materials as soon as practicable and no later than 30 days after issuance.
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Potential share sales: Once a resale shelf is effective and usable, holders may seek to sell shares through it, subject to restrictions. Holders may request an underwritten offering, including a block trade, for shares not under lock-up if they reasonably expect gross proceeds above $80 million. Lazard is not required to conduct more than four such offerings in total or more than one in any 120-day period. Eligible holders also have limited rights to join certain offerings requested by other holders.
What changes for investors
Lazard now owns all of Campbell Lutyens. The transaction also adds future payment obligations: $115 million due in two years, plus as much as $85 million tied to revenue targets. Some of those obligations may be settled in stock or loan notes rather than cash, subject to the issuance cap and sellers’ eligibility.
The registration rights give sellers a route to resell shares, but they do not remove the lock-ups or other transfer restrictions.