Sotheby's (BID) Buy Repurchase Up to 2.05M Shares from Marcato Capital

October 4, 2016 1:01 PM EDT

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Sotheby's (NYSE: BID) disclosed the following in a U.S. SEC filing on Tuesday:

Item 1.01 Entry into a Material Definitive Agreement

On October 3, 2016, Sotheby's (the "Company") entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with funds managed by Marcato Capital Management LP (the “Sellers”), pursuant to which the Company agreed to purchase 2,050,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) from the Sellers (the “Repurchase Transaction”) for an aggregate purchase price of $73,800,000. The Company’s payments under the Share Repurchase Agreement were funded with cash on hand.

The Company consummated the Repurchase Transaction on October 4, 2016. The Repurchase Transaction was made pursuant to a share repurchase authorization (see Item 8.01 of this Current Report on Form 8-K).
In connection with the Repurchase Transaction, the Company, the Sellers and certain of the Sellers’ affiliates (collectively and together with the Sellers, the “Marcato Parties”) entered into a Confidentiality Agreement, dated October 3, 2016 (the “Confidentiality Agreement”), pursuant to which the Company provided the Marcato Parties with certain information necessary to evaluate the decision to enter into the Share Repurchase Agreement. Pursuant to the Confidentiality Agreement, the Marcato Parties have agreed not to trade in, purchase or sell any securities of the Company until two business days after the time the Company announces earnings for the third quarter of 2016.

The foregoing descriptions of the Share Repurchase Agreement and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the respective agreement. Copies of the Share Repurchase Agreement and the Confidentiality Agreement are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.



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