NEW YORK, March 31 /PRNewswire-FirstCall/ -- Lehman Brothers Holdings
Inc. (NYSE: LEH) today announced that, in response to investor interest, it
intends to offer 3,000,000 shares of Non-Cumulative Perpetual Convertible
Preferred Stock. Lehman Brothers also expects to grant the underwriter for
the offering an option to purchase up to 450,000 additional shares of the
Preferred Stock to the extent the underwriter sells more than 3,000,000
shares of the Preferred Stock in the offering. The proceeds from this
offering will be used to bolster the Firm's capital and increase financial
flexibility.
"Given the challenging environment and our previously stated view that
it will likely continue the balance of the year, issuing convertible
preferred is appropriate as it optimizes our funding and accelerates our
plan to reduce leverage, and at the same time minimizes dilution to our
shareholders," said Erin Callan, managing director and chief financial
officer of Lehman Brothers and a member of the Firm's executive committee.
"We also felt this was the right time as there was a window of opportunity
in the market, as we have received significant interest from several key
institutional investors, who have been strong supporters of the Firm over
time."
The Non-Cumulative Perpetual Convertible Preferred Stock, Series P,
carries a par value of $1.00 per share and a liquidation preference of
$1,000 per share (the "Preferred Stock").
Upon conversion, the Preferred Stock will be convertible into shares of
Lehman Brothers' common stock, plus cash in lieu of fractional shares. The
non-cumulative dividend rate, conversion rate and other terms are yet to be
determined. An application will be made to list the Preferred Stock on the
New York Stock Exchange. The offering of the Preferred Stock is being
conducted as a public offering registered under the Securities Act of 1933.
Lehman Brothers Inc. is serving as sole book-running manager of this
offering. The offering will be made under Lehman Brothers Holdings'
existing shelf registration statement filed with the Securities and
Exchange Commission.
Lehman Brothers (ticker symbol: LEH), an innovator in global finance,
serves the financial needs of corporations, governments and municipalities,
institutional clients, and high net worth individuals worldwide. Founded in
1850, Lehman Brothers maintains leadership positions in investment banking,
equity and fixed income sales, trading and research, private investment
management, asset management and private equity. The Firm is headquartered
in New York, with regional headquarters in London and Tokyo, and operates
in a network of offices around the world. For further information about
Lehman Brothers' services, products and recruitment opportunities, visit
the Firm's Web site at http://www.lehman.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. These
statements are not historical facts, but instead represent only the Firm's
expectations, estimates and projections regarding future events. These
statements are not guarantees of future performance and involve certain
risks and uncertainties that are difficult to predict, which may include
risks and uncertainties relating to market fluctuations and volatility,
industry competition and changes in the competitive environment, investor
sentiment, liquidity and credit ratings, credit exposures, operational
risks and legal and regulatory matters. The Firm's actual results and
financial condition may differ, perhaps materially, from the anticipated
results and financial condition in any such forward-looking statements and,
accordingly, readers are cautioned not to place undue reliance on such
statements. The Firm undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise. For more information concerning the risks and other factors that
could affect the Firm's future results and financial condition, see "Risk
Factors" in the prospectus supplement and accompanying prospectus relating
to the offering and in the documents incorporated by reference therein.
The issuer has filed a registration statement (including a prospectus)
with the U.S. Securities and Exchange Commission for this offering. Before
you invest, you should read the prospectus for this offering in that
registration statement, and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering. You
may get these documents for free by searching the SEC online database
(EDGAR(R)) at http://www.sec.gov. Alternatively, you may obtain a copy of the
prospectus from Lehman Brothers Inc. by calling 1-888-603-5847.
SOURCE Lehman Brothers Holdings Inc.
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Related links: http://www.lehman.com
CONTACT: Media, Kerrie Cohen, +1-212-526-4092, or Investor, Ed Grieb, +1-212-526-0588, both of Lehman Brothers Holdings Inc.
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