SOTHEBYS (Form: 8-K, Received: 12/08/2017 06:01:32)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


F ORM 8-K



CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	December 7, 2017
	Date of Report (Date of Earliest Event)

	Sotheby's
(Exact name of registrant as specified in its charter)

Delaware	1-9750	38-2478409
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:


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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure

On December 7, 2017, Sotheby’s (the “Company”) issued a press release announcing the pricing of its previously announced offering of $400.0 million in aggregate principal amount of Senior Notes due 2025 (the “Notes”). The Notes will pay interest semiannually at a rate of 4.875% per annum and will mature on December 15, 2025. On or after December 15, 2020, the Notes may be redeemed in whole or in part, at the option of the Company, at a redemption price for the Notes set forth below, plus accrued and unpaid interest to, but not including, the applicable redemption date, if redeemed during the twelve-month period commencing each December 15 of the years indicated below:

Year Percentage

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.656%

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.438%

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.219%

2023 and thereafter . . . . . . . . . . . . . . . . . . . . . . . .100.000%

The net proceeds of the offering will be used to redeem all of our outstanding 5.25% Senior Notes due 2022 (the "2022 Notes), at a redemption price of 102.625% plus accrued and unpaid interest to (but not including) the redemption date and for general corporate purposes, primarily the repayment or reduction of borrowings under our Sotheby's Financial Services revolving credit facility. In connection with the redemption of the 2022 Notes, the Company expects to write off $3.1 million of unamortized bond costs, which, when combined with the $7.9 million call premium, will result in a total loss on extinguishment of $11 million related to the 2022 Notes. A copy of the press release describing the pricing of the offering is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission pursuant to Item 7.01, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated December 7, 2017.

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.




		SOTHEBY'S

		By:	/s/ David G. Schwartz

			David G. Schwartz
			Senior Vice President, Chief Securities Counsel and Corporate Secretary

		Date:	December 7, 2017

Exhibit Index

Exhibit No. Description

99.1 Press release dated December 7, 2017.

Exhibit 99.1

SOTHEBY’S PRICES $400 MILLION OF SENIOR NOTES DUE 2025

NEW YORK, December 7, 2017 - Sotheby’s (NYSE: BID) today announced the pricing of $400 million of its senior unsecured Notes due 2025 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons under Regulation S under the Securities Act. The closing of the offering is expected to occur on or about December 12, 2017.

The Notes will be sold to investors at a price of 100% of the principal amount thereof, plus accrued interest from December 12, 2017 and will be redeemable beginning on December 15, 2020. The Notes will pay interest semiannually at a rate of 4.875% per annum and will mature on December 15, 2025.

Sotheby’s expects to use the net proceeds from this offering to redeem all of its outstanding 5.25% Senior Notes due 2022 at a redemption price of 102.625% plus accrued and unpaid interest to (but not including) the redemption date and for general corporate purposes, primarily the repayment or reduction of borrowings under its revolving credit facilities.

The Notes have not been registered under the Securities Act or any state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This announcement does not constitute a notice of redemption of the 5.25% Senior Notes due 2022.

About Sotheby’s

Sotheby’s has been uniting collectors with world-class works of art since 1744. Sotheby’s became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973), India (1992) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby’s presents auctions in 10 different salesrooms, including New York, London, Hong Kong and Paris, and Sotheby’s BidNow program allows visitors to view all auctions live online and place bids from anywhere in the world. Sotheby’s offers collectors the resources of Sotheby’s Financial Services, the world’s only full-service art financing company, as well as the collection advisory services of its subsidiary, Art Agency, Partners. Sotheby’s presents private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby's Global Fine Art Division, and two retail businesses, Sotheby’s Diamonds and Sotheby’s Wine. Sotheby’s has a global network of 80 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).

Forward-looking Statements

This release contains certain “forward-looking statements” (as such term is defined in the Securities and Exchange Act of 1934, as amended) relating to future events and the financial performance of the Company. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performances will differ materially from such predictions. Major factors, which the Company believes could cause actual events to differ materially from those suggested by the “forward-looking statements” include, but are not limited to, the overall strength of the international economy and financial markets. Please refer to our most recently filed 10-K for a complete list of Risk Factors.