On October 3, 2019, Sotheby's completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of June 16, 2019, by and among the Company, BidFair USA Inc. (formerly a limited liability company known as BidFair USA LLC), a Delaware corporation (Parent") and BidFair MergeRight Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent. In connection with the consummation of the Merger, all of the members of the Board of Directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and Jean-Luc Berrebi became a director of the Company. In addition, as of the Effective Time and in connection with the Merger, Michael Goss left his position as Chief Financial Officer of the Company and Jean-Luc Berrebi was appointed as Chief Financial Officer of the Company as of the Effective Date.

In connection with the Merger, Merger Sub (i) issued $600 million principal amount of senior secured notes due 2027 (the Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, and (ii) entered into a credit agreement dated as of October 2, 2019, between Merger Sub, inter alios, certain lenders party thereto and BNP Paribas, as administrative agent and Deutsche Bank Trust Company Americas as the collateral agent (the Agent"), (the New Credit Facilities Agreement"). The Notes were issued pursuant to an indenture dated as of October 2, 2019, between Merger Sub and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar (the Indenture").