Document



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

	September 11, 2018
	Date of Report (Date of Earliest Event Reported)

	Sotheby's
(Exact name of registrant as specified in its charter)

Delaware	1-9750	38-2478409
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1334 York Avenue
New York, NY		10021
(Address of principal executive offices)		(Zip Code)
	(212) 606-7000
(Registrant's telephone number, including area code)



	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:


	¨		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))

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 September 11, 2018, Sotheby’s entered into a Master Confirmation (the “Confirmation”) for an accelerated share repurchase ("ASR") program with HSBC to repurchase Sotheby’s common stock as part of Sotheby’s existing share repurchase program.

Under the Confirmation, Sotheby’s will pay an initial purchase price of $95 million to HSBC, and will receive an initial delivery of 1,792,453 shares of Sotheby’s common stock. The total number of shares to ultimately be purchased by Sotheby’s under the Confirmation will generally be based on the average of the daily volume-weighted average prices of Sotheby’s common stock during the term of the Confirmation, less an agreed discount. Upon final settlement of the Confirmation, Sotheby’s may be entitled to receive additional shares of Sotheby’s common stock from HSBC or, under certain circumstances specified in the Confirmation, Sotheby’s may be required to deliver shares or make a cash payment, at its option, to HSBC. The Confirmation is scheduled to expire in approximately three months, but may conclude earlier at HSBC's option, and may be terminated early upon the occurrence of certain events.

The Confirmation contains the principal terms and provisions governing the ASR program, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the specific circumstances under which HSBC is permitted to make adjustments to valuation periods, the specific circumstances under which the ASR program may be terminated early, and various acknowledgments, representations and warranties made by Sotheby’s and HSBC to one another. The foregoing description of the Confirmation is a summary and is qualified in its entirety by the terms of the Confirmation. A copy of the Confirmation will be filed as an exhibit to Sotheby’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018.

Certain affiliates of HSBC are joint lead arrangers, joint bookrunners and lenders under a certain senior secured revolving credit facility of Sotheby's and certain of its wholly-owned subsidiaries.

Item 8.01 Other Events

On September 12, 2018, Sotheby's issued a press release announcing the repurchase of shares under an accelerated share repurchase program. This press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits



(a)	Exhibits

	99.1	Sotheby's press release announcing the repurchase of shares under an accelerated share repurchase program.

Pursuant to the requirements of the Securities Exchange Act of 1934, Sotheby's has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




		SOTHEBY'S

		By:	/s/ Kevin M. Delaney

			Kevin M. Delaney
			Senior Vice President,
			Controller and Chief Accounting Officer

		Date:	September 12, 2018

SOTHEBY’S ANNOUNCES REPURCHASES UNDER ACCELERATED SHARE REPURCHASE PROGRAM

NEW YORK, 12 September 2018 - Sotheby’s (NYSE:BID) announced today that it will repurchase shares pursuant to an Accelerated Share Repurchase Program (ASR) for an aggregate purchase price of $95 million. Under the ASR agreement Sotheby’s will receive an initial delivery of approximately 1,792,453 shares. The repurchase is part of the Company’s previously announced share repurchase authorization. Under the ASR agreement, the Company may receive additional shares of its common stock, or may need to make additional payments in respect of the shares it received, based on the daily volume-weighted average price of the shares during the term of the agreement.

Michael Goss, Sotheby’s Chief Financial Officer commented: “Over the past several years, we have been transparent regarding our desire to return excess capital to shareholders through stock buybacks. Accelerated programs such as this one enable us to realize the benefits much more quickly.”

Forward-Looking Statements

This release contains certain “forward-looking statements” (as such term is defined in the Securities and Exchange Act of 1934, as amended) relating to future events and the financial performance of the Company. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performances will differ materially from such predictions. Major factors, which the Company believes could cause the actual results to differ materially from the predicted results in the “forward-looking statements” include, but are not limited to, the overall strength of the international economy and financial markets, political conditions in various nations, competition with other auctioneers and art dealers, the amount of quality property being consigned to art auction houses and the marketability at auction of such property. Please refer to our most recently filed Form 10-Q (and/or 10-K) for a complete list of Risk Factors.

Sotheby’s has been uniting collectors with world-class works of art since 1744. Sotheby’s became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973), India (1992) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby’s presents auctions in 11 different salesrooms, including New York, London, Hong Kong and Paris, and Sotheby’s BidNow program allows visitors to view all auctions live online and place bids from anywhere in the world. Sotheby’s offers collectors the resources of Sotheby’s Financial Services, the world’s only full-service art financing company, as well as the collection, artist, estate & foundation advisory services of its subsidiary, Art Agency, Partners. Sotheby’s presents private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby's Global Fine Art Division, and three retail businesses: Sotheby’s Wine, Sotheby’s Diamonds, and Viyet, the online marketplace for interior design. Sotheby’s has a global network of 80 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).

Twitter: www.twitter.com/sothebys

Instagram: www.instagram.com/sothebys

Facebook: www.facebook.com/sothebys

Snapchat ID: sothebys

YouTube: www.youtube.com/SothebysTV

Weibo: www.weibo.com/sothebyshongkong

WeChat ID: sothebyshongkong

Browse sale catalogues, view original content, stream live auctions and more at www.sothebys.com, and through Sotheby’s apps for iPhone, iPad, Android, Apple TV and Amazon Fire



Exhibit No.	Description

99.1	Sotheby's press release announcing the repurchase of shares under an accelerated share repurchase program.