Post-effective Amendment to Registration Statement (pos Am)
February 18 2020 - 6:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 14, 2020
No. 333-216733
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-3
Registration Statement No. 333-216733
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact name of registrant as specified in its
charter)
Florida
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001-15799
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65-0701248
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(State or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4400 Biscayne Boulevard, 12th Floor
Miami, Florida 33137
(305) 572-4100
(Address, Including Zip Code, and Telephone
Number, Including Area Code,
of Registrant’s Principal Executive Offices)
Nina McKenna
General Counsel & Secretary
Ladenburg Thalmann Financial Services, Inc.
4400 Biscayne Boulevard, 12th Floor
Miami, Florida 33137
(305) 572-4100
(Name, Address and Telephone number, including
area code, of Agent for Service)
With a copy to:
Ross Leff, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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[ ]
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Accelerated filer
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[X]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ ]
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. [ ]
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”) relates to the following Registration Statement on Form S-3 (the “Registration Statement”):
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Registration Statement No. 333-216733, registering an indeterminate number of shares of common stock, par value $0.0001 per share, shares of preferred stock, par value $0.0001 per share, depositary shares, debt securities, warrants, rights, purchase contracts and units of Ladenburg Thalmann Financial Services Inc. (“Ladenburg”) in an aggregate initial offering price no greater than $500,000,000.
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On February 14, 2020,
Advisor Group Holdings, Inc. (“Advisor Group”) completed its acquisition of Ladenburg. Pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 11, 2019, by and among Ladenburg,
Advisor Group and Harvest Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Advisor Group (“Merger
Sub”), Merger Sub merged with and into Ladenburg (the “Merger”), with Ladenburg continuing
as the surviving corporation and a wholly owned subsidiary of Advisor Group in the Merger.
At the effective time of
the Merger (the “Effective Time”), the issued and outstanding shares of common stock, par value $0.0001 per
share (each a “Share” or, collectively, the “Shares”) of Ladenburg (other than (i) Shares
owned by Advisor Group or any of its direct or indirect wholly owned subsidiaries or Ladenburg, and in each case, not held on behalf
of third parties and (ii) restricted stock awards of Ladenburg) were converted into the right to receive $3.50 per Share in cash,
without interest (the “Per Share Merger Consideration”).
As a result of the Merger,
Ladenburg has terminated any and all of the offerings of Ladenburg’s securities pursuant to the Registration Statement. Ladenburg
hereby removes from registration any and all of the securities of Ladenburg registered under the Registration Statement that remain
unsold as of the date of this Amendment, and hereby terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Ladenburg has duly caused this Post-Effective Amendment to the Registration Statement
described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on the 14th day of February, 2020.
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Ladenburg Thalmann Financial Services Inc.
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By:
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/s/ Nina McKenna
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Name:
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Nina McKenna
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Title:
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General Counsel and Secretary
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No other person is required
to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933,
as amended.
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