This Amendment No. 14 amends the statement on Schedule 13D originally filed by New
Valley LLC (New Valley) with the Securities and Exchange Commission on February 8, 2001 (as amended, the Schedule 13D), with respect to the Common Stock, par value $.0001 per share (the Common
Stock), of Ladenburg Thalmann Financial Services Inc., a Florida corporation (the Company). New Valley is wholly-owned by Vector Group Ltd., a Delaware corporation (Vector). Other than as set forth
herein, there has been no material change in the information set forth in the Schedule 13D. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D.
This Amendment No. 14 is being filed to disclose that the Reporting Person has ceased to be the beneficial owner of more than 5% of the
Common Shares outstanding as a result of the completion of the Merger (as described below). Accordingly, this Amendment is the final amendment to the Schedule 13D and is an exit filing for the Reporting Person
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended and supplemented by adding the following:
On November 11, 2019, Advisor Group Holdings, Inc., a
Delaware corporation (Advisor Group), Harvest Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Advisor Group (Merger Sub), and the Company entered into an Agreement and Plan of Merger
(the Merger Agreement), pursuant to which Merger Sub would merge with and into the Company, with the Company continuing as the surviving corporation (the Merger). Pursuant to the terms of the Merger Agreement
and subject to the conditions thereof, at the effective time of the Merger (the Effective Time), each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than (i) shares
of Common Stock of the Company owned by Advisor Group or any of its direct or indirect wholly owned subsidiaries or the Company, and in each case, not held on behalf of third parties and (ii) restricted stock awards of the Company), would be
cancelled and converted into the right to receive $3.50 in cash, without interest and subject to any applicable withholding taxes (the Merger Consideration), including all shares of Common Stock of the Company held by Vector.
On February 14, 2020, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company with the Company
continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, each of the 15,191,205 shares of Common Stock of the Company beneficially owned by the Reporting Person was converted into the right to receive the Merger
Consideration.
As a consequence of the completion of the Merger, the Common Shares of the Company are no longer listed on the NYSE
American and will be deregistered under the Securities Exchange Act of 1934, as amended.
References to, and the description of, the
Merger Agreement as set forth herein are not intended to be complete and are qualified in their entirety by the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K with the Securities and Exchange Commission (the SEC) on November 14, 2019, and which is incorporated herein by reference