BidFair MergeRight Inc. announces Change of Control Offer for Sotheby's $400,000,000 4.875% Senior Notes due 2025

NEW YORK, Sept. 10, 2019 /PRNewswire/ -- BidFair MergeRight Inc. (the "Offeror"), launched a change of control offer (the "Change of Control Offer") with respect to any and all of the 4.875% Senior Notes due 2025 of Sotheby's (the "Notes").

On June 16, 2019, BidFair USA LLC, BidFair MergeRight Inc. and Sotheby's entered into an agreement and plan of merger (the "Acquisition Agreement"), pursuant to which BidFair MergeRight Inc. will be merged with and into Sotheby's, with Sotheby's surviving as an indirect subsidiary of BidFair Holdco, which is controlled by Patrick Drahi (the "Acquisition").  Following the execution of the Acquisition Agreement, on September 5, 2019, the holders of shares representing a majority of all votes entitled to be cast in the matter voted in favor of the proposal to adopt the Acquisition Agreement. As a result, the stockholder approval required to consummate the Acquisition has been obtained. The Offeror is conducting the Change of Control Offer in connection with the Acquisition.

The Offeror's obligation to accept and pay for the Notes in the Change of Control Offer is conditioned upon (i) the substantially concurrent closing of the Acquisition and (ii) the satisfaction or waiver of other customary conditions precedent. The Change of Control Offer is scheduled to expire at 5:00PM New York City time, on October 10, 2019 (as the same may be extended, the "Expiration Date"), unless extended or earlier terminated by the Offeror. The Change of Control Offer are being made pursuant to a Change of Control Notice and Offer to Purchase dated September 10, 2019 (the "Offer to Purchase"), which sets forth a more detailed description of the  Change of Control Offer. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Change of Control Offer.

The consideration offered for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) in the Change of Control Offer prior to the Expiration Date, is equal to $1,010.00 (such amount, the "Change of Control Offer Price"). Holders will also receive accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the settlement date for Notes accepted for purchase in the Change of Control Offer.

Tenders of the Notes may be validly withdrawn until the Expiration Date. None of the Offeror, Sotheby's, the Dealer Manager (as defined below), the trustee under the indenture governing the Notes, the tender agent, nor any of their respective affiliates makes any recommendation as to whether or not holders of the Notes should tender or refrain from tendering their Notes in the Change of Control Offer.

This announcement is for informational purposes only. This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Change of Control Offer is being made only pursuant to the Offer to Purchase. The Change of Control Offer are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Change of Control Offer to be made by a licensed broker or dealer, the Change of Control Offer, as applicable, will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

BNP Paribas Securities Corp is acting as Dealer Manager and D.F. King & Co., Inc. is acting as Tender Agent in connection with the Change of Control Offer.

Any questions regarding the terms of the Change of Control Offer should be directed to BNP Paribas Securities Corp., as Dealer Manager, and any questions and requests for assistance in connection with the Change of Control Offer and tendering Notes may be directed to the Tender Agent.

THE DEALER MANAGER
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
(888) 210-4358 (Toll-Free)
(212) 841-3059 (Collect)
Attention: Liability Management Group
Email: [email protected]

THE TENDER AGENT 
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll: +1(212) 269-5550
Toll Free: +1(800) 309-2984
Attention: Andrew Beck
Email: [email protected]

NONE OF THE OFFEROR, SOTHEBY'S, THE DEALER MANAGER, THE TENDER AGENT, THE TRUSTEE OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT ANY NOTEHOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE CHANGE OF CONTROL OFFER. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Change of Control Offer. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside the Offeror's or Sotheby's control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. A discussion of factors that may affect future results or events is contained in the Offer to Purchase. The Offeror expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

SOURCE BidFair MergeRight Inc.