Form 8-K - Current report

false 0001302215 0001302215 2024-12-05 2024-12-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 5, 2024

 

 

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-37537		95-2770395
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

10250 Constellation Blvd.,

5th Floor, Los Angeles, California 90067

(Address of Principal Executive Offices) (Zip Code)

310-553-8871

Registrant’s telephone number, including area code

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001		HLI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 3.02.

Unregistered Sales of Equity Securities.

On December 5, 2024, Houlihan Lokey, Inc. (the “Company”) closed its previously announced acquisition (the “Acquisition”) of all of the interests of Waller Helms Advisors LLC, an Illinois limited liability company. In connection with the closing of the Acquisition, as partial consideration for the Acquisition, the Company issued to the sellers an aggregate of 635,834 shares (the “Closing Shares”) of the Company’s Class B common stock, par value $0.001 per share (“Class B common stock”), consisting of (i) 386,428 shares of Class B common stock that are fully vested and (ii) 249,406 shares of Class B common stock that are subject to certain repurchase rights in favor of the Company.

Based upon the achievement of certain post-closing revenue performance measures over four measurement periods following the closing of the Acquisition, the Company has agreed to issue additional fully-vested shares of Class B common stock with a maximum aggregate value of up to approximately $60.0 million (the “Earn-Out Shares”), in each case, to be calculated using the trailing 10-day average closing price for the Company’s Class A common stock, $0.001 par value per share ( “Class A common stock”), immediately prior to the last date of the applicable measurement period.

The issuance of the Closing Shares to the sellers in connection with the Acquisition was, and the issuances of the Earn-Out Shares will be, made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act, as transactions not involving a public offering. The Company has entered into a registration rights agreement with the sellers, pursuant to which the Company has agreed to use commercially reasonable efforts to register for resale under the Securities Act the Class A common stock into which the Closing Shares and Earn-Out Shares are convertible.

 

Item 8.01.

Other Events.

On December 9, 2024, the Company filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the possible resale of up to 715,659 shares of the Company’s Class A common stock issuable upon conversion of an equal number of shares of the Company’s Class B common stock issued or issuable to the selling stockholders in connection with the Acquisition. The 715,659 shares of Class A common stock consist of (i) 635,834 shares of Class A common stock issuable upon conversion of the Closing Shares issued to the selling stockholders and (ii) up to 79,825 shares of Class A common stock issuable upon conversion of a like number of Earn-Out Shares issuable to the selling stockholders upon the attainment of certain post-closing performance targets. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning the shares of Class A common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 9, 2024				Houlihan Lokey, Inc.
				By:		/s/ J. Lindsey Alley
				Name:		J. Lindsey Alley
				Position:		Chief Financial Officer

Exhibit 5.1

 

		10250 Constellation Blvd., Suite 1100
		Los Angeles, California 90067
		Tel: [phone] Fax: [phone]
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
December 9, 2024		Brussels		Orange County
		Century City		Paris
		Chicago		Riyadh
		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Silicon Valley
		Hong Kong		Singapore
		Houston		Tel Aviv
		London		Tokyo
		Los Angeles		Washington, D.C.
		Madrid

Houlihan Lokey, Inc.

5^th Floor

10250 Constellation Boulevard

Los Angeles, California 90067

 

Re:

Registration Statement on Form S-3 (No. 333-273952); 715,659 shares of Class A Common Stock, par value $0.001 per share.

To the addressees set forth above:

We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection with the offering of 715,659 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) issuable upon conversion of an equal number of shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to be sold by certain selling stockholders as described in the Prospectus (as defined below). The offering and sale of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated August 11, 2023 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated December 9, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the sale of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

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December 9, 2024

Page 2

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (i) the Shares have been duly authorized by all necessary corporate action of the Company and, (ii) upon the conversion of the Class B Common Stock into Class A Common Stock in accordance with the Company’s Second Amended and Restated Certificate of Incorporation dated September 21, 2023, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated December 9, 2024 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

/s/ Latham & Watkins LLP

Document and Entity Information	Dec. 05, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001302215
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	Houlihan Lokey, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37537
Entity Tax Identification Number	95-2770395
Entity Address, Address Line One	10250 Constellation Blvd.
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	310
Local Phone Number	553-8871
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.001
Trading Symbol	HLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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