PHOENIX, Jan. 27, 2020 – — Advisor Group Holdings, Inc. (“Advisor Group”) today announced that AG Issuer, LLC (“AG Issuer”) intends to offer $575 million in aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”), subject to market and other conditions. The Notes are being offered in connection with Advisor Group’s previously announced acquisition of Ladenburg Thalmann Financial Services Inc. (“Ladenburg”) pursuant to the Agreement and Plan of Merger, dated November 11, 2019 (the “Merger”).
Advisor Group intends to use the net proceeds from the offering, together with proceeds from an equity contribution, cash on the balance sheet, and borrowings under an incremental $200 million term loan B facility, to finance the consummation of the Merger and related transactions, repay certain Ladenburg debt and pay fees and expenses incurred in connection with the transactions. Advisor Group intends to use any remaining proceeds for general corporate purposes.
To the extent the offering closes prior to the Merger, the proceeds from the offering will be placed in escrow until the closing of the Merger. Upon the closing of the Merger, AG Issuer will merge with and into Advisor Group, with Advisor Group continuing as the surviving corporation and assuming the obligations of AG Issuer under the Notes and the related indenture.
Following the closing of the Merger, (i) the Notes will be guaranteed on a senior secured basis by each of Advisor Group’s existing and future wholly-owned U.S. restricted subsidiaries that will guarantee Advisor Group’s senior secured credit facilities and (ii) the Notes and related guarantees will be secured on a first-priority basis by liens on all assets of Advisor Group and the guarantors that secure the senior secured credit facilities.
The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction’s securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Advisor Group
Advisor Group, Inc. is one of the nation’s largest networks of independent financial advisors serving over 7,000 advisors and overseeing $271 billion in client assets. Headquartered in Phoenix, AZ, the firm is mission-driven to support the heroic role that advisors can play in the lives of their clients, offering securities and investment advisory services through its subsidiaries FSC Securities Corp., Royal Alliance Associates Inc., SagePoint Financial, Inc. and Woodbury Financial Services, Inc., as broker/dealers, registered investment advisors and members of FINRA and SIPC. Cultivating a spirit of entrepreneurship and independence, Advisor Group champions the enduring value of financial advisors and is committed to being in their corner every step of the way.
Statements in this release regarding the Notes offering, the use of proceeds therefrom and the Merger are forward-looking statements. Such forward-looking statements are inherently uncertain, and actual results may differ materially as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which Advisor Group is unable to predict or control, that may cause actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the timing to consummate the Notes offering and Merger; (ii) the risk that a condition to closing of the proposed Merger may not be satisfied and the Merger may not close; (iii) the risk that a regulatory approval that may be required for the proposed Merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the risk that a sufficient number of shares of Ladenburg common stock are not voted in favor of the proposed Merger; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement governing the Merger; (vi) the effect of the announcement or pendency of the Merger on Ladenburg’s business relationships, operating results, and business generally; (vii) risks that the proposed Merger disrupts current operations of Ladenburg and potential difficulties in Ladenburg employee retention as a result of the Merger; (viii) risks related to diverting management’s attention from Ladenburg’s ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against Ladenburg related to the Merger; and (x) the amount of the costs, fees, expenses and other charges related to the Merger. The list above is not exhaustive. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Advisor Group disclaims any obligation to update any such forward-looking statements, except as required by law.
SOURCE Advisor Group Holdings, Inc.