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| LM > SEC Filings for LM > Form 8-K on 5-Mar-2009 | All Recent SEC Filings |
5-Mar-2009
Termination of a Material Definitive Agreement, Other Events, Financial Statements
(a) On March 4, 2009, Legg Mason, Inc. (the "Company") agreed to purchase at amortized cost from money market funds managed by its subsidiary (the "Funds") the $467 million par amount of securities held by such Funds issued by Issuer Entity LLC (successor to Ottimo Fund Ltd.), the $467 million par amount of securities held by such Funds issued by Gryphon Funding Ltd./Cheyne Finance, LLC and the $75 million par amount of securities held by such Funds issued by Orion Financial USA LLC (together, the "Securities"). The Company immediately sold the Securities to third parties. At settlement, the Agreement dated March 4, 2008, as amended, between the Company and Liquid Reserves Portfolio, a Series of Master Portfolio Trust ("LRP") and a related letter of credit issued under the 5-Year Revolving Credit Agreement dated as of October 14, 2005, as amended; the Capital Support Agreement, dated March 31, 2008, as amended, between the Company, LM Capital Support III, LLC and LRP; the Capital Support Agreement, dated March 31, 2008, as amended, between the Company, LM Capital Support IV, LLC and LRP; the Capital Support Agreement dated June 30, 2008, as amended, between the Company, LM Capital Support V, LLC ("LMCSV") and Western Asset Money Market Fund, a series of Legg Mason Partners Money Market Trust ("WAMMF"); the Capital Support Agreement dated June 30, 2008, as amended, between the Company, LMCSV and WAMMF; the Capital Support Agreement dated September 18, 2008, as amended, between the Company, LM Capital Company, LLC ("LMCC") and Western Asset Institutional Money Market Fund, a series of Legg Mason Partners Institutional Trust ("WAIMMF"); the Capital Support Agreement dated December 1, 2008, between the Company, LMCC and LRP; and the Amended and Restated Capital Support Agreement dated December 1, 2008 between the Company, LMCSV and Legg Mason Global Funds plc (together, the "Support Agreements") will terminate in accordance with their terms. Pursuant to the Support Agreements, the Company and certain of its subsidiaries were required to make up to $715 million in aggregate capital contributions to the Funds in certain circumstances upon the Funds realizing a loss on the disposition or restructuring of their investments in the Securities. As a result of the termination of the Support Agreements, $565 million of collateral securing the obligations of the Company and its subsidiaries under the Support Agreements will be released.
In addition, on March 4, 2009 the Company agreed to purchase at 95% of par value plus accrued interest from Barclays Bank, PLC (the "Bank") all securities issued by Whistlejacket Capital Ltd./White Pine Finance LLC, a structured investment vehicle, held by the Bank pursuant to a total return swap arrangement between the Company and the Bank (the "TRS Securities"). The Company immediately sold the TRS Securities to a third party. At settlement, the Amended and Restated Total Return Swap Transactions Agreement dated November 20, 2008 between the Company and the Bank (the "TRS") will terminate in accordance with its terms. Pursuant to the TRS, $209 million of collateral securing the obligations of the Company under the TRS will be released.
In addition to the purchase and sale of the Securities and the TRS Securities discussed above, the Funds sold all other securities issued by structured investment vehicles that they held (the "Other Securities") to third parties. In connection with the sale of the Other Securities, the Company contributed to the Funds an aggregate of approximately $185 million in loss recovery payments to compensate the Funds for a portion of the losses incurred by the Funds in the sale of the Other Securities. The Company also sold $57 million of par amount in securities issued by structured investment vehicles that it held.
As a result of the purchase and subsequent sale of the Securities and the TRS Securities, the loss recovery payments contributed to the Funds and the sale of the Company's securities (together, the "Transactions"), the Company will incur an aggregate charge to its earnings of $546 million, $330 million (or $2.33 per diluted share) net of adjustments to operating expenses and taxes, in the quarter ending March 31, 2009. Attached hereto as Exhibit 99 and incorporated herein by reference is a press release discussing the Transactions and summarizing the Company's estimated charge to its results to date during the quarter ending March 31, 2009 resulting from all of the Company's liquidity fund support arrangements, including the Transactions.
(d) Exhibits
Exhibit Subject Matter
No.
10.1 5-Year Revolving Credit Agreement, dated as of October 14, 2005,
between Legg Mason, Inc., as Borrower; Citibank, N.A., as
Administrative Agent; Citigroup Global Markets Inc., as Lead Arranger
and Book Manager; and Bank of America, N.A., JPMorgan Chase Bank, N.A.,
The Bank of New York and Deutsche Bank AG New York Branch, as
Co-Syndication Agents; and the other banks thereto (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
October 14, 2005)
10.2 Amendment No. 1 to the 5-Year Revolving Credit Agreement, dated as of
January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A.,
as Administrative Agent; and the other banks thereto (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
January 3, 2008)
10.3 Amendment No. 2 to the 5-Year Revolving Credit Agreement, dated as of
January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A.,
as Administrative Agent; and the other banks thereto (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
January 3, 2008)
10.4 Amendment No. 3 to the 5-Year Revolving Credit Agreement, dated as of
April 9, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A.,
as Administrative Agent; and the other banks thereto (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
May 6, 2008)
10.5 Amendment No. 4 to the 5-Year Revolving Credit Agreement, dated as of
May 7, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as
Administrative Agent; and the other banks thereto (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
May 6, 2008)
10.6 Amendment No. 5 to the 5-Year Revolving Credit Agreement, dated as of
November 21, 2008, between Legg Mason, Inc., as Borrower; Citibank,
N.A., as Administrative Agent; and the other banks thereto
(incorporated by reference to the Company's Current Report on Form 8-K
for the event on November 21, 2008)
10.7 Agreement dated March 4, 2008 between Legg Mason, Inc. and the Liquid
Reserves Portfolio, a Series of Master Portfolio Trust (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
March 4, 2008)
10.8 Capital Support Agreement, dated March 31, 2008, between Legg Mason,
Inc., LM Capital Support III, LLC and Liquid Reserves Portfolio, a
series of Master Portfolio Trust (incorporated by reference to Legg
Mason's Current Report on Form 8-K for the event on March 31, 2008)
10.9 Capital Support Agreement, dated March 31, 2008, between Legg Mason,
Inc., LM Capital Support IV, LLC and Liquid Reserves Portfolio, a
series of Master Portfolio Trust (incorporated by reference to Legg
Mason's Current Report on Form 8-K for the event on March 31, 2008)
10.10 Master Amendment No. 1 to Capital Support Agreements, dated September
18, 2008, between Legg Mason, Inc., LM Capital Company, LLC, LM Capital
Support I, LLC, LM Capital Support II, LLC, LM Capital Support III,
LLC, LM Capital Support IV, LLC and Liquid Reserves Portfolio, a series
of Master Portfolio Trust (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008)
10.11 Master Amendment No. 2 to Capital Support Agreements, dated December 1,
2008, between Legg Mason, Inc., LM Capital Company, LLC, LM Capital
Support I, LLC, LM Capital Support II, LLC, LM Capital Support III,
LLC, LM Capital Support IV, LLC and Liquid Reserves Portfolio, a series
of Master Portfolio Trust (incorporated by reference to the Company's
Current Report on Form 8-K for the event on November 21, 2008)
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10.12 $55 million Capital Support Agreement dated June 30, 2008 among Legg
Mason, Inc., LM Capital Support V, LLC and Western Asset Money Market
Fund, a series of Legg Mason Partners Money Market Trust (incorporated
by reference to the Company's Current Report on Form 8-K for the event
on June 30, 2008)
10.13 $20 million Capital Support Agreement dated June 30, 2008 among Legg
Mason, Inc., LM Capital Support V, LLC and Western Asset Money Market
Fund, a series of Legg Mason Partners Money Market Trust (incorporated
by reference to the Company's Current Report on Form 8-K for the event
on November 21, 2008)
10.14 Master Amendment No. 1 to Capital Support Agreements, dated December 1,
2008, between Legg Mason, Inc., LM Capital Support V, LLC and Western
Asset Money Market Fund, a series of Legg Mason Partners Money Market
Trust (incorporated by reference to the Company's Current Report on
Form 8-K for the event on November 21, 2008)
10.15 $20 million Capital Support Agreement dated September 18, 2008 among
Legg Mason, Inc., LM Capital Company, LLC and Western Asset
Institutional Money Market Fund, a series of Legg Mason Partners
Institutional Trust (incorporated by reference to the Company's Current
Report on Form 8-K for the event on November 21, 2008)
10.16 Master Amendment No. 1 to Capital Support Agreements, dated December 1,
2008 between Legg Mason, Inc., LM Capital Company, LLC, LM Capital
Support V, LLC and Western Asset Institutional Money Market Fund, a
series of Legg Mason Partners Institutional Trust, filed herewith
(incorporated by reference to the Company's Current Report on Form 8-K
for the event on November 21, 2008)
10.17 $135 million Capital Support Agreement dated December 1, 2008, among
Legg Mason, Inc., LM Capital Company, LLC and Liquid Reserves
Portfolio, a series of Master Portfolio Trust (incorporated by
reference to the Company's Current Report on Form 8-K for the event on
November 21, 2008)
10.18 Amended and Restated $25 million Capital Support Agreement dated
December 1, 2008 among Legg Mason, Inc., LM Capital Support V, LLC and
Legg Mason Global Funds plc (incorporated by reference to the Company's
Current Report on Form 8-K for the event on November 21, 2008)
10.19 Amended and Restated Total Return Swap Transactions Agreement dated
November 20, 2008 between Legg Mason, Inc. and Barclays Bank, PLC
(incorporated by reference to the Company's Current Report on Form 8-K
for the event on November 21, 2008)
99 Press Release of Legg Mason, Inc. dated March 5, 2009, filed herewith
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