Lazard Completes Corporate Conversion to Delaware Corporation

TL;DR

**Lazard just switched to a Delaware corporation, ditching Bermuda for a simpler US structure.**

AI Summary

Lazard, Inc. (LAZ) completed its corporate conversion from a Bermuda limited company to a Delaware corporation, effective January 1, 2024. This change means Lazard Ltd, the former Bermuda entity, ceased to exist, and Lazard, Inc. is now the parent company. This matters to investors because it simplifies the corporate structure, potentially improving governance and making the stock more attractive to a broader range of institutional investors who prefer U.S.-domiciled companies.

Why It Matters

This corporate restructuring simplifies Lazard's legal and tax structure, potentially enhancing its appeal to U.S. investors and streamlining regulatory compliance.

Risk Assessment

Risk Level: low — This filing reports a completed corporate conversion, which is a structural change with minimal immediate operational risk.

Analyst Insight

Investors should monitor Lazard's future filings for any commentary on the financial or operational benefits realized from this corporate conversion, as it could impact long-term valuation.

Key Players & Entities

• Lazard, Inc. (company) — the new Delaware corporation and registrant
• Lazard Ltd (company) — the former Bermuda limited company
• Delaware (company) — state of incorporation for Lazard, Inc.
• Bermuda (company) — former jurisdiction of incorporation for Lazard Ltd
• January 1, 2024 (date) — effective date of the corporate conversion

Forward-Looking Statements

• Lazard's stock (LAZ) may see increased interest from institutional investors who prefer U.S.-domiciled companies. (Lazard, Inc.) — medium confidence, target: 2024-12-31
• The corporate conversion will lead to simplified regulatory reporting and compliance for Lazard. (Lazard, Inc.) — high confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share LAZ New York Stock Exchan

Filing Documents

• d519085d8k.htm (8-K) — 34KB
• d519085dex31.htm (EX-3.1) — 33KB
• d519085dex32.htm (EX-3.2) — 147KB
• d519085dex41.htm (EX-4.1) — 13KB
• d519085dex991.htm (EX-99.1) — 5KB
• g519085dsp001.jpg (GRAPHIC) — 415KB
• g519085dsp002.jpg (GRAPHIC) — 158KB
• g519085g1228054402664.jpg (GRAPHIC) — 2KB
• 0001193125-24-000712.txt ( ) — 1242KB
• laz-20240101.xsd (EX-101.SCH) — 3KB
• laz-20240101_def.xml (EX-101.DEF) — 14KB
• laz-20240101_lab.xml (EX-101.LAB) — 24KB
• laz-20240101_pre.xml (EX-101.PRE) — 15KB
• d519085d8k_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Effective January 1, 2024, Lazard Ltd (" Lazard Bermuda ") changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the " Domestication ") and changed its legal name to Lazard, Inc. (" we ," " us ," " our " or the " Company ") in connection with the Domestication. Lazard Bermuda discontinued its existence as a Bermuda exempted company as provided under Sections 132G and 132H of The Companies Act 1981 of Bermuda and, pursuant to Section 388 of the General Corporation Law of the State of Delaware (" DGCL "), continued its existence as a corporation incorporated in the State of Delaware. In connection with the Domestication, effective January 1, 2024, the outstanding Class A common shares of Lazard Bermuda, par value $0.01 per share (each a " Common Share " and, collectively, the " Common Shares "), including fractions of Common Shares, converted by operation of law into an equivalent number of shares (or fractions thereof) of common stock of the Company, par value $0.01 per share (the " Common Stock "). The number of shares of Common Stock of the Company outstanding immediately after the Domestication was the same as the number of Common Shares of Lazard Bermuda outstanding immediately prior to the Domestication. The Common Stock will continue to be listed for trading on the New York Stock Exchange under the symbol "LAZ." Upon effectiveness of the Domestication, the Company's CUSIP number relating to its Common Stock changed to 52110M 109. In connection with the Domestication, we adopted a new certificate of incorporation and bylaws, and the rights of holders of the Common Stock are now governed by such documents and the DGCL. The new certificate of incorporation and the new bylaws have been filed with this report as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 3.03. A summary description of the Company's capital stock, including key diffe

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information included in Item 3.03 above is hereby incorporated by reference into this Item 5.03. The new certificate of incorporation and bylaws were effective as of January 1, 2024.

01 Other Events

Item 8.01 Other Events. The information included in Item 3.03 above is hereby incorporated by reference into this Item 8.01. In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934 (the " Exchange Act "), the shares of Common Stock are deemed to be registered under Section 12(b) of the Exchange Act. Holders of Common Shares of Lazard Bermuda who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after January 1, 2024, that Lazard Bermuda has changed its name to Lazard, Inc. and that Lazard, Inc. is the successor to Lazard Bermuda.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. No. Description 3.1 Certificate of Incorporation of Lazard, Inc. 3.2 Bylaws of Lazard, Inc. 4.1 Form of Stock Certificate 99.1 Press Release, dated January 2, 2024 99.2 "Description of Capital Stock", "The Domestication" and "Material U.S. Federal Income Tax Consequences of the Domestication" (incorporated by reference to the sections so entitled in Lazard Ltd's Final Prospectus dated November 29, 2023 (filed pursuant to Rule 424(b)(3)) to its Registration Statement on Form S-4 dated November 13, 2023 (File No. 333-275510)) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LAZARD, INC. Dated: January 2, 2024 By: /s/ Shari Soloway Name: Shari Soloway Title: Corporate Secretary

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View this 8-K filing on SEC EDGAR