Lazard (NYSE: LAZ) to acquire Campbell Lutyens in private capital advisory deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Lazard, Inc. has entered into a Sale and Purchase Agreement to acquire 100% of Campbell Lutyens Holdings Limited, a global private capital advisory firm focused on fund placement, secondary advisory and GP capital advisory services. The aggregate consideration includes an initial closing payment of $460 million, a deferred payment of $115 million on the second anniversary of closing, and an earn-out of up to $85 million tied to revenue-growth targets through 2030.
The initial consideration is expected to be paid primarily in Lazard common stock using a $46.50 reference price, with cash used for closing adjustments. Deferred and earn-out amounts may be paid in stock, loan notes or cash, subject to a cap that limits total shares issued under the agreement to no more than 19.99% of Lazard’s voting power or outstanding shares at closing, with any excess settled in cash or loan notes. Some stock consideration will be subject to lock-up restrictions over roughly three years, and certain recipients face forfeiture and clawback terms.
The acquisition is subject to regulatory approvals, including conditions related to the U.K. Competition and Markets Authority, and may be terminated if not closed by March 31, 2027; in specified circumstances Lazard would owe a $50 million termination fee. Lazard expects the combined private capital advisory business, branded Lazard CL, to generate about $500 million in 2027 revenue and to be accretive to 2027 earnings and beyond.
Positive
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Negative
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Insights
Lazard is making a sizable, stock-heavy acquisition to build a global private capital advisory platform.
Lazard plans to buy Campbell Lutyens using a mix of stock, deferred payments and earn-out linked to revenue growth through 2030. The structure aligns seller incentives with performance of the combined private capital advisory business, while preserving some cash via stock consideration at a reference price of $46.50 per share.
The agreement caps total share issuance at 19.99% of voting power or outstanding shares at closing, which limits equity dilution and pushes any excess value into cash or loan notes. A $50 million termination fee tied to U.K. Competition and Markets Authority approvals and other conditions underlines regulatory execution risk, though there is no financing condition.
Lazard’s presentation targets about $500 million of combined 2027 revenue from the private capital advisory business and states the deal is expected to be accretive to 2027 earnings and thereafter. If those expectations are met, this acquisition would effectively establish private capital advisory as Lazard’s third global business line and deepen its presence across private equity, infrastructure, credit and secondaries.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial consideration: $460 million
Deferred consideration: $115 million
Earn-out consideration cap: Up to $85 million
+5 more
8 metrics
Initial consideration
$460 million
Cash/debt/working capital-adjusted payment at closing for Campbell Lutyens acquisition
Deferred consideration
$115 million
Payable on the second anniversary of closing under the purchase agreement
Earn-out consideration cap
Up to $85 million
Contingent on revenue-growth targets for combined private capital advisory business through 2030
Stock reference price
$46.50 per share
Reference price for Lazard common stock used to satisfy initial consideration
Equity issuance cap
19.99%
Maximum shares issuable versus voting power or outstanding shares at closing under NYSE rules
Termination fee
$50 million
Payable by Lazard in specified circumstances, including certain U.K. CMA-related failures
Target 2027 revenue
$500 million
Illustrative combined 2027E revenue for Lazard CL private capital advisory business
Outside termination date
March 31, 2027
Date after which the purchase agreement may be terminated if closing has not occurred
Key Terms
Earn-Out Consideration, registration rights agreement, warranty and indemnity insurance, Regulation D, +2 more
6 terms
Earn-Out Consideration financial
"a contingent earn-out consideration of up to $85 million based on agreed revenue-growth targets"
registration rights agreement regulatory
"the Company and certain of the Sellers will enter into a registration rights agreement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
warranty and indemnity insurance financial
"The Company has obtained buy-side warranty and indemnity insurance in respect of the warranties"
Regulation D regulatory
"issued in reliance on exemptions from the registration requirements ... including Section 4(a)(2) and Rule 506 of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
forward-looking statements regulatory
"These statements, estimates and forecasts are “forward-looking statements” within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
termination fee financial
"the Company will be required to pay a termination fee of $50 million"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 30, 2026
Date of Report (Date of earliest event reported):
________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 212 -632-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________
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 (see General Instruction A.2. below):
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 1.01. Entry into a Material Definitive Agreement.
On April 30, 2026, Lazard, Inc. (the “Company”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with the sellers party thereto pursuant to which the Company agreed to acquire all of the issued share capital of Campbell Lutyens Holdings Limited (“Campbell Lutyens”) (the “Acquisition”). At signing, the Purchase Agreement was executed by certain principal sellers (the “Primary Sellers”). The remaining Campbell Lutyens equity holders (together with the Primary Sellers, the “Sellers”) are expected to become party to the Purchase Agreement or otherwise participate in the sale pursuant to Campbell Lutyens’ organizational documents, such that the Company expects to acquire 100% of Campbell Lutyens at closing.
Campbell Lutyens is a leading global and independent private capital advisor, focused on fund placement, secondary advisory and GP capital advisory services.
The aggregate consideration for the Acquisition consists of (i) an initial closing consideration of $460 million, subject to adjustments for cash, debt and working capital as of closing (the “Initial Consideration”), (ii) a deferred consideration of $115 million payable on the second anniversary of closing (the “Deferred Consideration”) and (iii) a contingent earn-out consideration of up to $85 million based on agreed revenue-growth targets for the combined Campbell Lutyens business and the Company’s private capital advisory business over measurement periods through 2030 (subject to a potential extension) (the “Earn-Out Consideration”). On closing, the Initial Consideration is expected to be primarily satisfied in shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), based on a reference price of $46.50 per share, subject to the closing adjustments (it is anticipated that the closing adjustments for cash, debt and working capital will be paid in cash) and other terms of the Purchase Agreement. The Deferred Consideration and any Earn-Out Consideration may, at the Company’s election and subject to the terms of the Purchase Agreement, be settled in Common Stock, loan notes or a combination thereof. Sellers that are not accredited investors for the purposes of U.S. securities law, or who otherwise cannot receive Common Stock or loan notes in compliance with any other applicable securities laws, will receive cash in lieu of such securities. The number of shares, if any, issuable in respect of the Deferred Consideration and any Earn-Out Consideration cannot be determined at this time because any such issuance depends on the Company’s election and the applicable pricing mechanics under the Purchase Agreement.
The Purchase Agreement provides that the maximum number of shares of Common Stock issuable thereunder may not, in the aggregate, exceed the lesser of 19.99% of (i) the voting power of the outstanding Common Stock as of closing (before the issuance of any such shares) and (ii) the number of issued and outstanding shares of Common Stock as of closing (before the issuance of any such shares), in each case as determined under applicable NYSE rules. To the extent the value otherwise payable in shares of Common Stock would exceed such maximum issuance amount, the excess will be settled in cash or loan notes, in each case subject to the terms of the Purchase Agreement.
A portion of the Initial Consideration will be subject to contractual transfer restrictions, and the remaining portion will not be subject to transfer restrictions (other than applicable securities law restrictions). Shares of Common Stock issued in respect of the restricted portion of the Initial Consideration will be subject to contractual lock-up restrictions that lapse in approximately equal installments over a three-year period following closing. Any shares of Common Stock issued in respect of the Deferred Consideration will be subject to contractual transfer restrictions as set forth in the Purchase Agreement. Any shares of Common Stock issued in respect of the Earn-Out Consideration will not be subject to transfer restrictions (other than applicable securities law restrictions). Certain recipients of consideration are also subject to forfeiture and clawback provisions under the Purchase Agreement. The Purchase Agreement also contemplates that, at closing, the Company and certain of the Sellers will enter into a registration rights agreement with respect to shares of Common Stock issued as consideration pursuant to the Purchase Agreement.
The closing of the Acquisition is conditional on certain regulatory approvals. In addition, the Purchase Agreement provides that, under specified circumstances, including if the Purchase Agreement is terminated by the Company due to the failure to satisfy the closing condition relating to the U.K. Competition and Markets Authority set forth in the Purchase Agreement, the Company will be required to pay a termination fee of $50 million. The Purchase Agreement also contains customary interim operating covenants, termination rights and other provisions. The Company’s obligations under the Purchase Agreement are not subject to any financing condition. Unless otherwise mutually agreed or extended pursuant to the Purchase Agreement, the Purchase Agreement may be terminated if the closing has not occurred by March 31, 2027.
The Purchase Agreement contains customary warranties and covenants of the parties, and customary limitations on liability. The Company has obtained buy-side warranty and indemnity insurance in respect of the warranties and covenants in the Purchase Agreement. Subject to the terms, conditions, exclusions and limits of the insurance arrangements, it will serve as the Company’s sole recourse with respect to any breach of a business warranty or a tax claim, other than in respect of fraud by a Seller or a warrantor.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Campbell Lutyens or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed by the parties, including confidential disclosures made for purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The shares of Common Stock issuable pursuant to the Purchase Agreement will be offered and sold in transactions not involving a public offering and will be issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder, as applicable.
Item 7.01. Regulation FD Disclosure.
A copy of the investor presentation relating to the Acquisition is furnished as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished 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 under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements regarding the expected closing of the Acquisition, the expected timing and form of consideration payable in connection with the Acquisition, the satisfaction of closing conditions, the expected benefits of the Acquisition, the integration of Campbell Lutyens with the Company’s business, the potential payment of the Earn-Out Consideration and other statements that are not historical facts. These statements, estimates and forecasts are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” “pipeline,” “continue,” “intend,” “seek,” or similar expressions. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about Lazard, Campbell Lutyens and the Acquisition, may include projections of future financial performance, business plans and initiatives, expectations regarding the Acquisition and anticipated market position of Lazard’s and Campbell Lutyens’ combined businesses, and anticipated trends in Lazard’s and Campbell Lutyens’ businesses and the private markets industry. These forward-looking statements are only predictions based on our current expectations and projections about future events.
There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to: (a) the possibility that the Acquisition will not be completed on the expected terms, in the expected timeframe or at all, including as a result of a failure to satisfy closing
conditions or obtain required approvals; (b) the possibility that the expected strategic, operational, financial or other benefits of the Acquisition, including growth opportunities, expanded capabilities or accretion, may not be realized when expected or at all; (c) difficulties, delays or higher than expected costs in integrating Campbell Lutyens’ business, operations and personnel with Lazard; (d) adverse legal, regulatory, tax or accounting developments or unexpected costs, liabilities or delays relating to the Acquisition; (e) adverse general economic conditions or adverse conditions in global or regional financial markets, including conditions affecting M&A activity, fundraising activity, secondaries activity, private credit, infrastructure, real estate and alternative asset management; (f) competitive pressure on Lazard’s and Campbell Lutyens’ businesses and on their ability to retain and attract employees at current compensation levels; and (g) those discussed in our Annual Report on Form 10-K under Item 1A “Risk Factors,” and also discussed from time to time in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed or furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description | ||||
| 2.1* | Sale and Purchase Agreement, dated April 30, 2026, by and among Lazard, Inc. and the sellers party thereto | ||||
| 99.1 | Investor Presentation | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * Certain schedules (and similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule (or similar attachment) to the SEC upon its request. | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
LAZARD, INC. (Registrant) | ||||||||
| By: | /s/ Shari L. Soloway | |||||||
| Name: | Shari L. Soloway | |||||||
| Title: | Corporate Secretary | |||||||
Dated: May 1, 2026 | ||||||||
Creating the Global Leader in Private Capital Advisory, Lazard CL APRIL 2026
This presentation has been prepared by Lazard, Inc. (“Lazard”) in connection with Lazard’s announcement that it has entered into a definitive agreement to acquire all of the issued share capital of Campbell Lutyens Holdings Limited (“Campbell Lutyens”) (the “Transaction”). This presentation contains certain statements, estimates and forecasts with respect to future performance and events, including with respect to the Transaction, the expected timing and consummation of the Transaction, the form of consideration, the expected benefits and strategic rationale of the Transaction, Lazard’s 2030 strategy and the future performance, market position, capabilities and prospects of Lazard, Campbell Lutyens and the combined business. These statements, estimates and forecasts are “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward -looking statements can be identified by the use of forward - looking terminology such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” “pipeline,” “continue,” “intend,” “seek,” or similar expressions. These forward - looking statements, which are subject to known and unknown risks, uncertainties and assumptions about Lazard, Campbell Lutyens and the Transaction, may include projections of future financial performance, business plans and initiatives, expectations regarding the Transaction and anticipated market positions of Lazard’s and Campbell Lutyens’ combined businesses, and anticipated trends in Lazard’s and Campbell Lutyens’ businesses and the private markets industry. These forward -looking statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward -looking statements. These factors include, but are not limited to: (a) the possibility that the Transaction will not be completed on the expected terms, in the expected timeframe or at all, including as a result of a failure to satisfy closing conditions or obtain required approvals; (b) the possibility that the expected strategic, operational, financial or other benefits of the Transaction, including market position, growth opportunities, expanded capabilities or accretion, may not be realized when expected or at all; (c) difficulties, delays or higher than expected costs in integrating Campbell Lutyens’ business, operations and personnel with Lazard; (d) adverse legal, regulatory, tax or accounting developments or unexpected costs, liabilities or delays relating to the Transaction; (e) adverse general economic conditions or adverse conditions in global or regional financial markets, including conditions affecting M&A activity, fundraising activity, secondaries activity, private credit, infrastructure, real estate and alternative asset management; (f) competitive pressure on Lazard’s and Campbell Lutyens’ businesses and on their ability to retain and attract employees at current compensation levels; and (g) those discussed in our Annual Report on Form 10 -K under Item 1A “Risk Factors,” and also discussed from time to time in our Quarterly Reports on Form 10 -Q and Current Reports on Form 8 -K. These risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward -looking statements. As a result, there can be no assurance that the forward -looking statements included in this presentation will prove to be accurate or correct. Although we believe the statements reflected in the forward -looking statements are reasonable, we cannot guarantee future results, level of activity, performance, achievements or events. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward -looking statements. You should not rely upon forward -looking statements as predictions of future events. We are under no duty to update any of these forward -looking statements after the date of this presentation to conform our prior statements to actual results or revised expectations and we do not intend to do so. Non-GAAP and Other Financial Information This presentation includes certain combined, illustrative, estimated or projected financial and operating information and other transaction -related data, and other metrics . Such information is presented for informational and illustrative purposes only . It has not been prepared in accordance with Article 11 of Regulation S -X and does not purport to project the future results of Lazard, Campbell Lutyens or the combined business . Certain financial information and data contained in this presentation relating to Campbell Lutyens and the combined business may also have been prepared on bases that are not consistent or comparable with Lazard’s historical financial statements or operating metrics . No independent registered public accounting firm has audited, reviewed, compiled or performed any procedures with respect to the financial information or other data of Campbell Lutyens or any combined or pro forma information for the purpose of inclusion in this presentation and, accordingly, no such firm expresses an opinion or provides any other form of assurance with respect thereto for the purpose of this presentation . 2 Safe Harbor No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offer of securities shall be made in the United States absent registration under the U.S . Securities Act of 1933 , as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements .
Combining two highly complementary platforms to create Lazard CL, the most comprehensive global Private Capital Advisory business, differentiated by breadth of capabilities, scale, and integration 2003 PCA Founded $90B+ Total Capital Raised 1 (’24 – ’25) 100+ Advisory Team US -originated independent advisor, with a leading global franchise in primary capital raising and GP -led secondaries Global presence in 11 cities across 6 countries with 3,700+ institutional LP relationships Integrated capital advisory and capital raising business, with expertise in private equity, credit, and real assets capital raising as well as secondary advisory 1988 Founded ~$100B Total Capital Raised 1 (’24 – ’25) 180+ Advisory Team European -rooted independent advisor, recognized as a leader in infrastructure and credit across both primaries and secondaries Global presence in 15 cities across 10 countries with 3,000+ institutional LP relationships Spans all major geographies and alternative asset classes, including fund placement, secondary advisory, and GP capital advisory Creating the global leader in private capital advisory, Lazard CL CREATING THE GLOBAL LEADER IN PRIVATE CAPITAL ADVISORY, LAZARD C L Lazard has entered into a definitive agreement to acquire Campbell Lutyens, a premier global private markets advisor focused on fund placement, secondary advisory, and GP capital advisory services ~$500M Combined 2027E Revenue $190B+ Combined Capital Raised (’24 – ’25) 280+ Combined Advisory Professionals 20+ Average Years of Senior Team Expertise 18 Cities in 10 Countries Note: The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closi ng conditions. 1. Includes summation of final fund size of primaries capital raises and total secondary transaction volume during the noted per iod. Lazard CL A Leading, Globally Integrated Platform 3
Advancing Lazard’s 2030 long-term growth strategy CREATING THE GLOBAL LEADER IN PRIVATE CAPITAL ADVISORY, LAZARD C L Building a more productive, resilient, growth -oriented firm by strengthening connectivity to private capital, deepening client relevance, and expanding engagement across the full lifecycle Private Capital Connectivity Expands access to global private capital, positioning Lazard at the center of capital flows and supporting a firm -wide growth flywheel Sponsor Engagement Deepens relationships with leading sponsors, increasing participation across a broader set of strategic and capital advisory engagements Broader Client Solutions Expands engagement across capital raising, liquidity solutions, and strategic advisory and provides connectivity with Financial Advisory expertise in M&A, public capital markets advisory, and restructuring and liability management High -Growth Market Exposure Enhances capabilities across private equity, infrastructure, and credit, aligning Lazard with the fastest -growing areas of private markets Lifecycle Advisory Model Strengthens Lazard’s ability to advise clients across fundraising, liquidity solutions, and strategic transactions throughout the complete GP lifecycle Global Distribution Reach Expands access to a deep global network of institutional investors, strengthening connectivity to key pools of capital 4
Primaries GP -Led Secondaries LP -Led Secondaries GP Capital Advisory B Y SE R V IC E O FF ER IN G Private Equity Private Credit Infrastructure Real Estate B Y A SS ET C LA SS Bringing two highly complementary businesses together CREATING THE GLOBAL LEADER IN PRIVATE CAPITAL ADVISORY, LAZARD C L Opportunity to meaningfully expand Lazard’s capabilities in infrastructure and credit across primary and secondary advisory, as well as GP capital advisory, in addition to adding LP -Led secondary capabilities Pro -Forma Primaries GP -Led Secondaries LP -Led Secondaries APAC Advisory GP Capital Advisory Real Assets Campbell Lutyens Revenue by Asset Class (Latest Full Year Available) 5Source: Lazard Internal Analysis.
] Delivering an integrated, comprehensive platform with leading global scale CREATING THE GLOBAL LEADER IN PRIVATE CAPITAL ADVISORY, LAZARD C L 1. Represents total secondary transaction volume and mandate count advised by Lazard as of 4/23/2026 since 1/1/2014 . 2. Based on 100% of target AUM, including for minority transactions. North America 50% EMEA 39% APAC 11% Diversified Capabilities Brings together top -tier complementary businesses to create one of the most comprehensive private capital advisory platforms globally North America 40% EMEA 48% APAC 13% Fund Placement 20+ Year Track Record $250B+ Total Capital Raised 190+ Mandates Real Assets ~20 Year Track Record $45B+ Total Capital Raised 80+ Mandates Secondary Advisory 1 20+ Year Track Record $115B+ Total Transaction Value 130+ Mandates Secondary AdvisoryFund Placement 35+ Year Track Record $325B+ Total Capital Raised 305+ Mandates GP Capital Advisory Established in 2022 $200B+ AUM Advised 2 30+ Mandates 25+ Year Track Record $175B+ Total Transaction Value 400+ Mandates Lazard CL Talent by Region Lazard CL Primaries 44% Secondaries 49% Other Advisory 7% Pro Forma Revenue by Service Offering (Latest Full Year Available) Lazard CL Global Access Enhances client access to private capital pools, spanning geographies and investor types, through an expanded, dedicated institutional distribution team North America 43% EMEA 45% APAC 12% Lazar L 6 Pro Forma Talent by Region
Culturally enhancing and value accretive transaction CREATING THE GLOBAL LEADER IN PRIVATE CAPITAL ADVISORY, LAZARD C L 1. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing con ditions. Creates Powerful Connectivity with Lazard’s Broader Advisory Franchise Strengthens the nexus between Private Capital Advisory and Lazard’s leading M&A, capital markets, and restructuring advisory businesses, creating additional opportunities to deliver integrated strategic and capital solutions to clients. Enhances Global Distribution and Investor Connectivity Combines Lazard’s leading advisory platform with a scaled institutional distribution network, deepening relationships with global LPs and expanding capital formation capabilities for clients. Expands Lazard’s Position in the Fast -Growing Private Markets Ecosystem Significantly strengthens Lazard’s capabilities in primary fundraising, secondary advisory, and GP capital advisory, enhancing the firm’s ability to serve financial sponsors and institutional investors across the full private capital lifecycle. Establishes a Leading Global Private Capital Advisory Platform Creates one of the most comprehensive private capital advisory platforms globally, operating across all major asset classes — private equity, infrastructure, private credit, and real estate — and across every major geography. Accelerates Lazard’s Long -Term Growth Strategy Establishes Private Capital Advisory as Lazard’s third global business, further increasing the firm’s growth opportunities in the expanding private capital markets ecosystem. 1 2 3 4 5 Transaction Summary $575 million Transaction Consideration 1 $460 million Initial Consideration $115 million Deferred Consideration ← This scheme is at scale As a excel chart would be • Stock component of consideration drives alignment in new business performance • Stock consideration effectively results in deleveraging Lazard balance sheet • Transaction expected to be accretive to 2027 earnings and thereafter • A material portion of stock is subject to a lock -up period up to 3 years 7 Up to $85 million Additional consideration based on achievement of defined performance criteria over a multi -year period
FAQ
What acquisition did Lazard (LAZ) announce involving Campbell Lutyens?
Lazard agreed to acquire all issued share capital of Campbell Lutyens Holdings Limited, a global private capital advisory firm. The deal expands Lazard’s capabilities in fund placement, secondary advisory and GP capital advisory across private equity, infrastructure, credit and other alternative asset classes.
How much is Lazard paying for Campbell Lutyens and how is it structured?
The consideration includes an initial payment of $460 million at closing, $115 million of deferred consideration on the second anniversary of closing, and up to $85 million of earn-out linked to revenue growth. Portions can be paid in Lazard stock, loan notes or cash under the agreement.
When is the Lazard–Campbell Lutyens transaction expected to close?
The investor presentation states the transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions. The purchase agreement can be terminated if closing has not occurred by March 31, 2027, unless mutually extended under its terms.
Will the Campbell Lutyens deal affect Lazard’s future earnings and revenue?
Lazard’s presentation indicates the combined private capital advisory business targets about $500 million of 2027 revenue and that the transaction is expected to be accretive to 2027 earnings and thereafter. These are forward-looking statements and depend on successful integration and market conditions.
What key risks or conditions are attached to Lazard’s Campbell Lutyens acquisition?
Completion depends on regulatory approvals, including conditions related to the U.K. Competition and Markets Authority. Under specified circumstances, such as failure of that closing condition leading to termination, Lazard must pay a $50 million termination fee. The deal also involves integration, market and performance risks highlighted in forward-looking statements.