Lazard, Inc. filed a Form 8-K on November 2, 2026, reporting the completion on November 1, 2026, of its acquisition of one hundred percent of the outstanding ownership interests of Campbell Lutyens Holdings Limited.

Key Highlights

  • Closing date: The acquisition of Campbell Lutyens Holdings Limited closed on November 1, 2026, pursuant to a Sale and Purchase Agreement dated April 30, 2026.
  • Initial equity consideration: 9,651,777 shares of common stock were issued to accredited-investor sellers, with share count determined using a reference price of $46.50 per share as set forth in the Purchase Agreement.
  • Initial cash consideration: Approximately $93.2 million in cash was paid, covering cash, debt, and working capital of the acquired business and amounts paid in lieu of stock to non-accredited investors.
  • Deferred consideration: $115 million is payable on the second anniversary of the closing date, settleable in shares of common stock, loan notes, or a combination thereof at the company's election.
  • Earn-out consideration: Up to $85 million contingent on agreed revenue-growth targets for the combined business over measurement periods through 2030, subject to a potential extension.
  • NYSE issuance cap: The aggregate number of shares of common stock issuable under the Purchase Agreement is subject to a 19.99% issuance cap determined in accordance with applicable NYSE rules.
  • Registration rights: The company entered into a Registration Rights Agreement granting certain sellers shelf registration, shelf takedown, and piggyback rights, with underwritten offerings requiring reasonably expected aggregate gross proceeds in excess of $80 million.

Lazard Completes Campbell Lutyens Deal: Terms, Consideration, and Registration Rights

According to the filing, Lazard, Inc. (NYSE:LAZ) completed the acquisition of one hundred percent of the outstanding ownership interests of Campbell Lutyens Holdings Limited on November 1, 2026. The transaction was governed by a Sale and Purchase Agreement originally dated April 30, 2026, and subsequently amended. The consideration structure comprised three components: initial closing consideration, deferred consideration, and contingent earn-out consideration.

The initial consideration included 9,651,777 shares of common stock, par value $0.01 per share, issued exclusively to sellers who qualified as accredited investors under Rule 501 of the Securities Act, with the share count set using a reference price of $46.50 per share as stated in the Purchase Agreement. In addition, the company paid approximately $93.2 million in cash, which the filing describes as covering cash, debt, and working capital of the acquired business as of the closing date, as well as amounts paid in lieu of common stock to sellers who were not accredited investors. The filing notes that the cash portion of the initial consideration is subject to customary post-closing adjustments. Portions of the initial consideration are also subject to lock-up arrangements of up to three years.

The deferred consideration of $115 million is due on the second anniversary of the closing date, while the earn-out consideration of up to $85 million is tied to agreed revenue-growth targets for the combined Campbell Lutyens business and Lazard's private capital advisory business over measurement periods through 2030. At the company's election, both the deferred and earn-out consideration may be settled in shares of common stock, loan notes, or a combination, subject to applicable securities law constraints and the 19.99% NYSE share issuance cap. Concurrent with closing, the company entered into a Registration Rights Agreement granting certain sellers rights to register and resell their shares, including shelf takedowns and underwritten offerings subject to specified conditions. The company issued a press release on November 2, 2026, regarding the closing, furnished as Exhibit 99.1.

What Was Disclosed

Lazard disclosed the November 1, 2026, closing of its Campbell Lutyens acquisition, detailing initial stock and cash consideration, $115 million in deferred consideration, up to $85 million in earn-out payments, and the entry into a Registration Rights Agreement with selling shareholders.