Business Context and Reporting Period
This Form 8-K filing by Houlihan Lokey, Inc. (the "Company") reports on events occurring on May 30, 2018, with the report dated June 4, 2018. The Company is an affiliate of ORIX USA Corporation ("ORIX"). The filing primarily addresses the completion of an underwritten public offering of Class A common stock by selling stockholders and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Offering Size: 3,000,000 shares of Class A common stock.
- Selling Stockholders: ORIX (1,985,983 shares) and HL Management (1,014,017 shares).
- Net Proceeds: Approximately $147.3 million generated for the Selling Stockholders before expenses.
- Company Proceeds: The Company received $0 from the sale of shares by the Selling Stockholders.
- Share Repurchase: The Company repurchased 697,000 shares from ORIX at $49.11 per share.
- Underwriter: Goldman Sachs & Co. LLC.
Material Changes and Corporate Actions
The primary material change is the reduction of equity held by major stakeholders (ORIX and management) through a secondary offering. Concurrently, the Company executed a buyback of 697,000 shares from ORIX at the offering price of $49.11 per share. The filing does not provide comparative financial data (revenue, profit, cash flow, or debt) as this is a current report regarding a specific transaction rather than a periodic financial statement.
Guidance, Outlook, and Restrictions
- Lock-Up Period: The Company agreed not to sell or transfer any Class A Common Stock or convertible securities for 60 days following May 30, 2018, without the Underwriter's written consent.
- 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.
- Legal Opinions: The Company filed opinions from Latham & Watkins LLP regarding Delaware law issues concerning the shares sold.
Investor Verification Checklist
- Verify the exact number of shares remaining in ORIX's and HL Management's holdings post-transaction.
- Confirm the total cash outflow for the Company's repurchase of 697,000 shares (approximately $34.2 million).
- Review the Underwriting Agreement (Exhibit 1.1) for specific indemnification liabilities assumed by the Company.
- Monitor the expiration of the 60-day lock-up period to assess potential future selling pressure.