UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ March 6, ~~2023~~2024

Lazard Group LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-126751		51-0278097
(Commission File Number)		(IRS Employer Identification No.)
(CommissionFile Number)		(IRS EmployerIdentification No.)

30 Rockefeller Plaza,


30 Rockefeller Plaza, New York, NY		10112
(Address of Principal Executive Offices)		(Zip Code)

New York, New York 10112

(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))

☐	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

None

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 ☐

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. ☐

Item 18.01 ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events.

On March 6, 2024, Lazard, Inc. issued a press release announcing the intention of its subsidiary Lazard Group ~~Revolving~~LLC ~~Credit~~(the ~~Facility~~“Company”) to offer one or more series of the Company’s senior notes in a registered public offering pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-263578). The March 6, 2024 press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On ~~June~~ March 6, ~~2023~~2024, Lazard, ~~Group~~Inc. ~~LLC~~issued ~~(“Lazard~~a ~~Group”)~~press ~~entered~~release ~~into~~announcing anthat ~~Amended~~the ~~and~~Company ~~Restated~~has ~~Credit~~commenced ~~Agreement~~a cash tender offer (the “~~Second~~Tender ~~Amended and Restated Credit Agreement~~Offer”) ~~among~~for ~~Lazard~~any ~~Group,~~and ~~the~~all ~~lenders~~of ~~party~~its ~~thereto~~outstanding ~~and~~3.750% ~~Citibank,~~Senior ~~N.A.,~~Notes asdue ~~administrative~~February 13, ~~agent~~2025 (the “~~Administrative~~2025 ~~Agent~~Notes”),. toThe ~~replace~~Tender ~~Lazard~~Offer ~~Group’s~~is ~~existing~~subject ~~credit~~to ~~facility~~the ~~with~~conditions adescribed ~~new~~in ~~five-year~~the ~~$200~~offer ~~million~~to ~~senior~~purchase ~~revolving~~and ~~credit facility. The~~related ~~Second~~letter ~~Amended~~of transmittal and ~~Restated~~notice ~~Credit~~of ~~Agreement~~guaranteed ~~amends~~delivery ~~and~~delivered ~~restates~~to the ~~Amended~~holders ~~and~~of ~~Restated~~the ~~Credit~~2025 ~~Agreement~~Notes (on March 6, 2024, including the ~~“Existing~~condition ~~Credit~~that ~~Agreement”)~~the ~~dated~~Company ~~July~~has 22received, ~~2020~~on ~~among~~terms ~~Lazard~~satisfactory ~~Group~~to it in its sole discretion, ~~the~~net ~~lenders~~proceeds ~~party~~from ~~thereto~~one ~~and~~or ~~the~~more ~~Administrative Agent. Concurrently~~offerings ~~with~~of senior unsecured notes after March 6, 2024 in an amount sufficient to fund (i) the ~~effectiveness~~purchase of all 2025 Notes accepted in the ~~Second~~Tender ~~Amended~~Offer and ~~Restated~~(ii) all ~~Credit~~fees ~~Agreement,~~and ~~the~~expenses ~~commitments~~in ~~under~~connection with the ~~Existing~~Tender ~~Credit~~Offer. ~~Agreement~~The ~~were~~Tender Offer will expire at 5:00 p.m., New York City time, on March 12, 2024 unless extended or terminated earlier by the Company.

~~The~~Assuming ~~Second~~that ~~Amended~~all ~~and~~of ~~Restated~~the ~~Credit~~outstanding ~~Agreement~~2025 ~~contains~~Notes ~~customary~~are ~~terms~~repurchased ~~and~~in ~~conditions substantially similar to~~ the ~~Existing~~Tender ~~Credit Agreement. Such terms and conditions include limitations on consolidations~~Offer, ~~mergers, indebtedness and certain payments, as well as financial condition covenants relating to leverage and interest coverage ratios. Pursuant to~~ the ~~Second~~Company ~~Amended~~estimates ~~and~~that ~~Restated~~it ~~Credit Agreement, loans~~ will ~~bear~~incur ~~interest at either the base rate or an adjusted term SOFR rate, at Lazard Group’s option, plus~~ a ~~spread~~gain ~~determined~~on ~~by Lazard Group’s~~ debt ~~rating.~~extinguishment ~~The~~in ~~Second~~connection ~~Amended~~with ~~and~~the ~~Restated~~Tender ~~Credit~~Offer ~~Agreement~~of ~~also~~approximately ~~contains customary benchmark-replacement mechanics~~$4. ~~Lazard~~3 million. ~~Group’s~~The ~~obligations under the Second Amended and Restated Credit Agreement may be accelerated upon customary events of default~~March 6, ~~including~~2024 ~~non-payment~~press ofrelease ~~principal~~is orattached ~~interest,~~as ~~breaches~~Exhibit of99.2 ~~covenants, cross-defaults~~ to ~~other~~this ~~material~~Current ~~debt,~~Report aon ~~change~~Form in8-K ~~control~~ and ~~specified~~is ~~bankruptcy~~incorporated ~~events~~herein by reference.

Item 19.~~02 Termination~~01 ofFinancial aStatements ~~Material Definitive~~and ~~Agreement~~Exhibits.

~~The~~(d) ~~disclosure required by this item is included in Item 1~~Exhibits.01 ~~of this Current Report on Form 8-K and is incorporated herein by reference.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Exhibit No.		Description

99.1		Press Release, dated March 6, 2024

99.2		Press Release, dated March 6, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The disclosure required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

LAZARD GROUP LLC (Registrant) By: /s/ Mary Ann Betsch Name: Mary Ann Betsch Title: Chief Financial Officer

Dated: ~~June~~ March 6, ~~2023~~2024

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