Business Context and Reporting Period
This Form 8-K filing by Houlihan Lokey, Inc. (HLI) reports on events occurring on May 28, 2019, with the report dated May 30, 2019. The filing details a secondary public offering of the company's Class A common stock conducted by an affiliate of ORIX Corporation USA.
Key Financial Metrics
- Transaction Type: Underwritten public offering of 3,000,000 shares of Class A common stock.
- Net Proceeds: Approximately $136.5 million (before expenses) generated for ORIX.
- Company Proceeds: The Company did not receive any proceeds from this sale.
- Revenue, Profit, Cash Flow, Debt, Liquidity: The filing text does not provide a clear value for these operational financial metrics as this is a current report on a specific event, not a periodic financial statement.
Material Changes
The primary material change is the reduction of ORIX's equity stake in the Company through the sale of 3,000,000 shares. This transaction was executed pursuant to an effective shelf registration statement filed in October 2017. The Company entered into an underwriting agreement with Goldman Sachs & Co. LLC to facilitate the offering.
Guidance, Outlook, and Restrictions
- Lock-Up Period: The Company has agreed not to sell or transfer any shares of Class A Common Stock or convertible securities for 60 days following May 28, 2019, without the written consent of the Underwriter.
- Indemnification: The Company and ORIX have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933.
- Forward-Looking Statements: The filing contains standard forward-looking statements regarding risks and uncertainties but provides no specific financial guidance or outlook for future periods.
Investor Verification Checklist
- Verify the exact number of shares sold (3,000,000) and the net proceeds to ORIX ($136.5 million).
- Confirm that the Company received zero proceeds from this specific transaction.
- Review the 60-day lock-up agreement restrictions on future share sales by the Company.
- Examine the attached Underwriting Agreement (Exhibit 1.1) for specific indemnification terms.
- Check the effective shelf registration statement (File No. 333-221057) for broader context on the offering structure.