UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 8.01. | Other Events. |
On August 28, 2020, Houlihan Lokey, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (File No. 333-248471). and a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the possible resale of up to 241,099 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A common stock”), by the former members (the “MVP Sellers”) of MVP Capital, LLC, a California limited liability company, that the Company acquired on August 14, 2020 (the “MVP Acquisition”), or their pledgees, donees, transferees, or other successors in interest. The 241,099 shares of Class A common stock consist of (i) 192,247 shares of the Company’s Class A common stock issuable upon conversion of a like number of shares of the Company’s Class B common stock, $0.001 par value per share (the “Class B common stock”), issued to the MVP Sellers upon the closing of the acquisition and (ii) up to 48,852 shares of the Company’s Class A common stock issuable upon conversion of a like number of shares of its Class B common stock issuable to the MVP Sellers 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 |
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). | |
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: August 28, 2020 | Houlihan Lokey, Inc. | |||||
| By: | /s/ J. Lindsey Alley | |||||
| Name: | J. Lindsey Alley | |||||
| Position: | Chief Financial Officer | |||||