Item 8.01. Other Events

On December 21, 2010, Sotheby’s announced the expiration, as of 11:59 p.m., New York City time, on December 20, 2010 (the “Expiration Date”), of its previously announced modified “Dutch auction” tender offer (the “Tender Offer”) for up to $50 million of its outstanding 7.75% Senior Notes due 2015 (the “Notes”). The Tender Offer was made pursuant to Sotheby’s Offer to Purchase for Cash, dated November 22, 2010.

An aggregate principal amount of $48,279,000 Notes were validly tendered (and not validly withdrawn) on or before the Expiration Date. The principal amount of Notes being accepted for purchase represents 37.64% of the principal amount of Notes outstanding. Sotheby’s paid for the Notes tendered and accepted on December 21, 2010.

The purchase of the Notes discussed above will result in a non-operating loss of approximately $6 million in the fourth quarter of 2010, but will reduce annual interest expense by approximately $3 million in 2011-2014 and approximately $1.5 million in 2015. (See statement on Forward Looking Statements.)

A copy of the press release announcing the final results of the Tender Offer is attached to this report as Exhibit 99.1.

FORWARD LOOKING STATEMENTS  

This Form 8-K contains certain forward looking statements; as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events and the financial performance of Sotheby’s. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions.

Item 9.01. Financial Statements and Exhibits.