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TABLE OF CONTENTS
TABLE OF CONTENTS 2

As filed with the Securities and Exchange Commission on July 27, 2015

Registration No. 333-205610

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Houlihan Lokey, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 6282
(Primary Standard Industrial
Classification Code Number) 95-2770395
(I.R.S. Employer
Identification No.)

10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067
Telephone: (310) 553-8871
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Christopher M. Crain, Esq.
General Counsel
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067
Telephone: (310) 553-8871
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Marc D. Jaffe, Esq. Courtenay Myers Lima, Esq. Ryan K. deFord, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1200 Fax: (212) 751-4864	Greg Fernicola, Esq. Andrea Nicolas, Esq. Gregg Noel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Telephone: (212) 735-3000 Fax: (212) 735-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated July 27, 2015

PRELIMINARY PROSPECTUS

Shares

Class A Common Stock

        This is an initial public offering of Houlihan Lokey, Inc. The selling stockholders, including an affiliate of ORIX USA Corporation, and certain employees and members of our management, are selling                shares of Class A common stock in this offering. We will not receive any of the proceeds from the sale of our Class A common stock by the selling stockholders in this offering.

        Houlihan Lokey, Inc. has two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately        % of the voting power of our outstanding capital stock immediately following the completion of this offering.

        Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price for our Class A common stock will be between $            and $            per share. We have applied to have our Class A common stock listed on the New York Stock Exchange under the symbol "HLI."

        We are an "emerging growth company" under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

        Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 24.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(1)

See "Underwriting (Conflict of Interest)" for a description of the compensation payable to the underwriters.

        The selling stockholders have granted the underwriters the right to purchase up to an additional                        shares of Class A common stock at the initial public offering price less the underwriting discounts and commissions. We will not receive any of the proceeds from the sale of our Class A common stock by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock.

        The underwriters expect to deliver the shares of Class A common stock to purchasers on or about                , 2015.

BofA Merrill Lynch Goldman, Sachs & Co.

UBS Investment Bank	Keefe, Bruyette & Woods	Houlihan Lokey
	A Stifel Company

Sandler O'Neill + Partners, L.P. JMP Securities

The date of this prospectus is                , 2015.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		43
ORGANIZATIONAL STRUCTURE		45
USE OF PROCEEDS		48
CAPITALIZATION		49
DIVIDEND POLICY		51
DILUTION		52
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA		53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		56
BUSINESS		75
MANAGEMENT		93
EXECUTIVE COMPENSATION		101
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		111
PRINCIPAL AND SELLING STOCKHOLDERS		117
DESCRIPTION OF CAPITAL STOCK		119
DESCRIPTION OF INDEBTEDNESS		125
SHARES ELIGIBLE FOR FUTURE SALE		127
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS OF CLASS A COMMON STOCK		130
UNDERWRITING (CONFLICT OF INTEREST)		134
LEGAL MATTERS		142
EXPERTS		142
WHERE YOU CAN FIND MORE INFORMATION		142
INDEX TO FINANCIAL STATEMENTS		F-1

        You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different information. The selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

        For investors outside the United States: We, the selling stockholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See "Underwriting (Conflict of Interest)."

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BASIS OF PRESENTATION

        In connection with the closing of this offering, we will effect a corporate reorganization, which we refer to as the "corporate reorganization." Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the corporate reorganization, including the making of a pro rata distribution prior to the consummation of this offering to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) a new unsecured subordinated promissory note in the amount of $45.0 million, which we will issue to ORIX USA (the "New Note") and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure," and this offering, which we refer to collectively as the "transactions." See "Organizational Structure" for a description of the transactions.

TRADEMARKS

        This prospectus includes our trademarks, trade names and service marks, such as "HL," "Houlihan Lokey" and "Houlihan Lokey Howard & Zukin," which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

        The industry, market and competitive position data referenced throughout this prospectus are based on research, industry and general publications, including surveys and studies conducted by third parties. Industry rankings are as reported by Thomson Reuters unless otherwise noted. Thomson Reuters industry rankings are sourced through direct deal submissions from financial institutions coupled with research performed by Thomson Reuters analysts. Industry publications, surveys and studies generally state that they have been obtained from sources believed to be reliable. We have not independently verified such third party information. While we are not aware of any misstatements regarding any industry, market or similar data presented herein, such data involve uncertainties and are subject to change based on various factors, including those discussed under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus.

        In this prospectus, we use the term "independent investment banks" or "independent advisors" when referring to ourselves and other investment banks or financial advisors that are primarily focused on advisory services and that conduct no or limited commercial banking, lending, or securities sales and trading activities, which we believe are well positioned to provide uncompromised advice that is less subject to conflicts of interest arising from non-advisory services. We consider independent investment banks to be our publicly traded peers, including Evercore Partners Inc., Greenhill & Co., Inc., Lazard Ltd and Moelis & Company. In this prospectus, we use the term "mid-cap" when referring to transactions with a value below $1 billion and "large-cap" when referring to transactions with a value in excess of or equal to $1 billion.

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PROSPECTUS SUMMARY

This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making your investment decision. Before investing in our Class A common stock, you should carefully read the entire prospectus, including the financial data and related notes and the section entitled "Risk Factors." Some of the statements in this prospectus constitute forward-looking statements. Unless the context otherwise requires, the terms the "Company," "Houlihan Lokey, Inc." "Houlihan Lokey," "HL," "we," "us" and "our" refer to (i) prior to the corporate reorganization described under "Organizational Structure," Houlihan Lokey, Inc., a California corporation ("HL CA"), and (ii) following such corporate reorganization, Houlihan Lokey, Inc., a Delaware corporation ("HL DE"), and, in each case, unless otherwise stated, all of its subsidiaries. We use the term "ORIX USA" to refer to ORIX USA Corporation, a Delaware corporation and a wholly owned subsidiary of ORIX Corporation, a Japanese corporation. References to ORIX USA as a holder of our shares and as a selling stockholder mean ORIX USA acting through its indirect wholly owned subsidiary, ORIX HLHZ Holding, LLC, a Delaware limited liability company. We use the term "HL Holders" to refer to our existing owners other than ORIX USA, consisting of employees and members of our management. We use the term "Fram" to refer to Fram Holdings, Inc., a Delaware corporation and our current indirect parent. Our fiscal year ends on March 31st; references to fiscal 2015, fiscal 2014 and fiscal 2013 are to the fiscal years ended March 31, 2015, 2014 and 2013, respectively; references in this prospectus to years are to calendar years unless otherwise noted.

Overview

        Established in 1972, Houlihan Lokey is a leading global independent investment bank with expertise in mergers and acquisitions ("M&A"), financings, financial restructurings and financial advisory services. Through our offices in the United States, Europe, Asia and Australia, we serve a diverse set of clients worldwide including corporations, financial sponsors and government agencies. We provide our financial professionals with an integrated platform that enables them to deliver meaningful and differentiated advice to our clients. We advise our clients on critical strategic and financial decisions employing a rigorous analytical approach coupled with deep product and industry expertise. We market our services through our product areas, our industry groups and our Financial Sponsors group, serving our clients in three primary business practices: Corporate Finance (encompassing M&A and capital markets advisory), Financial Restructuring (both out-of-court and in formal bankruptcy or insolvency proceedings) and Financial Advisory Services (including financial opinions and a variety of valuation and financial consulting services).

        As of June 30, 2015, we had a team of 695 financial professionals across 17 offices globally and an additional three offices through our joint ventures, serving approximately 800 clients annually over the past several years, ranging from closely held companies to Fortune Global 500 corporations. Our Corporate Finance group is the leading M&A and capital markets advisor for mid-cap transactions. We were ranked the #1 M&A advisor for United States transactions under $5 billion in 2014 and we have been the #1 M&A advisor for United States mid-cap transactions every year for the last nine years (2006-2014). We also have one of the largest, most experienced restructuring practices globally, having advised on more than 1,000 restructuring transactions, including 12 of the 15 largest United States bankruptcies, since 2000. In 2014, we were ranked as the #1 global financial restructuring advisor and in 2013, we were recognized as the Global Restructuring Advisor of the Year by the International Financing Review ("IFR") and European Restructuring House of the Year by Financial News, in addition to receiving recognition for our roles on seminal and complex United States and cross-border M&A transactions in 2013 and 2014. Finally, we are a respected market leader in Financial Advisory Services, as we have been ranked as the #1 U.S. M&A fairness opinions advisor over the past ten years.

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        We are committed to a set of principles that serve as the backbone to our success. Independent advice and intellectual rigor, combined with consistent senior-level involvement, are hallmarks of our commitment to client service. Our entrepreneurial culture engenders the flexibility to collaborate across our business practices to provide world-class solutions for our clients. Our broad based employee ownership serves to align the interests of employees and shareholders and further encourages a collaborative environment where our Corporate Finance, Financial Restructuring and Financial Advisory Services groups work together productively and creatively to solve our clients' most critical financial issues. We enter into businesses or offer services where we believe we can excel based on our expertise, analytical sophistication, industry focus and competitive dynamics. Finally, we remain independent and specialized, focusing on advisory products and market segments where our expertise is both differentiating and less subject to conflicts of interest arising from non-advisory services, and where we believe we can be a market leader in a particular segment. We do not lend or engage in any securities sales and trading operations or research which might conflict with our clients' interests.

        We believe that the continuity of our senior leadership over an extended period of time has contributed to our differentiated business model and unique culture. The four members of our Office of the Executives have been employed by us for an average of 27 years. In addition, we have experienced very low turnover across our Managing Director ranks, with the tenure of our Managing Directors averaging ten years. We believe this continuity of leadership and partnership culture is unique in the investment banking industry and results in increased collaboration across our product and industry groups.

        Due to our diversified business mix, our Corporate Finance and Financial Restructuring practices have historically acted as natural balances to each other, helping us grow our revenues and profitability throughout economic cycles. Our institutional flexibility and product mix provide our bankers with opportunities to advise their clients in almost any market conditions, thereby reducing our historical need to make significant downward adjustments to our employee base in challenging market conditions. From fiscal 2000 to fiscal 2015, our revenues grew from $144.1 million to $680.9 million, and our net income during the same period grew from $15.6 million to $79.9 million.

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        Shown below are select transactions across our industry groups and product lines:

*

Represents total debt at time of restructuring.

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Our Services

        We provide our financial professionals with an integrated platform that enables them to deliver meaningful and differentiated advice to our clients. We market our services through our product areas, our industry groups and our Financial Sponsors group, who then work collaboratively with our product bankers to deliver comprehensive solutions and seamless execution for our clients. This marketing effort is combined with an extensive network of referral relationships with law firms, consulting firms, accounting firms and other professional services firms that have been developed by our Financial Advisory Services professionals who maintain those relationships as potential referral sources and direct clients across all of our product lines. Our global reach and local on-the-ground presence, with 695 financial professionals in 17 offices worldwide in major and emerging financial centers and an additional three offices through our joint ventures as of June 30, 2015, is an attractive feature for our client base.

        We have a diversified financial advisory platform. Our business features low revenue concentration and low client concentration: our largest client fee in fiscal 2015 represented less than 2% of our revenues, and each of our business segments enjoys a large and diversified client base; in particular, our Corporate Finance group closed 186 transactions in fiscal 2015, our Financial Restructuring group closed 63 transactions in fiscal 2015 and our Financial Advisory Services group had over 1,000 fee events in fiscal 2015.

Corporate Finance

        As of June 30, 2015, we had 332 Corporate Finance professionals utilizing a collaborative, interdisciplinary approach in order to provide our clients with extensive industry experience, product expertise and global reach in a wide variety of M&A and financing transactions. We compete with boutique firms focused on particular industries or geographies as well as other independent investment banks and bulge-bracket firms. A majority of our engagements represent mid-cap transactions, which we believe is an attractive segment that is underserved by bulge-bracket investment banks. We believe that our deep sector expertise, significant senior banker involvement and attention, strong financial sponsor relationships and global platform provide a compelling value for our clients, engendering long-term relationships and making it difficult for our peers to compete against us in this segment of the market.

        We believe that executing transactions in both the mid-cap and large-cap markets results in less volatile revenues, driven by a significantly larger number of transactions in the mid-cap segment. In 2014, Thomson Reuters reported that 92% of the M&A transactions in the United States where the value of the transaction was disclosed were mid-cap transactions. Moreover, the number of mid-cap transactions has been meaningfully less volatile year-over-year than the corresponding number for large-cap transactions. We believe that having the flexibility to execute in both markets provides a competitive advantage over bulge-bracket firms that focus almost exclusively on large-cap transactions. Finally, we believe that mid-cap companies tend to have a greater need for financial advice when they consider corporate transactions, as they often lack robust, dedicated internal resources for corporate development and financing.

        We believe that through our industry groups we have a meaningful presence in every major industry segment, including aerospace & defense; business services; consumer, food & retail; energy; financial institutions; healthcare; industrials; real estate; and technology, media & telecommunications. We continue to expand and deepen our specialized industry capabilities, most recently with the acquisitions of Milestone Advisors, a specialized financial institutions-focused advisory firm, in December 2012, of ArchPoint Partners, a technology-focused advisory firm, in March 2014, and of M.E.S.A. Securities, Inc., a digital media and entertainment-focused advisory firm in June 2015. In addition, in July 2015, we announced our pending acquisition of McQueen Limited, a United Kingdom-based corporate finance advisor to the consumer, food and retail sectors. While the majority

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of our engagements are in the United States, we continue to enhance our M&A presence in other geographies, including Europe, Asia and Australia, and we believe there will be more opportunities to acquire similar specialized advisors.

        Our industry groups are complemented by our Financial Sponsors group, one of the most extensive dedicated coverage groups for private equity and hedge fund institutions in the industry, consisting of senior financial professionals covering more than 400 private equity firms, 200 hedge funds and approximately 50 family offices. As financial sponsors have continued to grow in importance, our commitment to covering this client base has become an important advantage in growing and maintaining our market share.

        We receive a retainer fee on the majority of our Corporate Finance engagements, in addition to a completion fee. In fiscal 2015, we advised on 186 Corporate Finance transactions that closed during the fiscal year.

        Our Corporate Finance activities comprise two significant categories:

Mergers & Acquisitions:    We have extensive expertise in mergers, acquisitions, divestitures, activist shareholder and takeover defense and other related advisory services for a broad range of United States and international clients. Our Corporate Finance professionals have relationships with thousands of companies and financial sponsors, providing us with valuable insights into a wide variety of relevant markets.

We believe our team of experienced and talented financial professionals is well positioned to provide advice across a wide range of M&A advisory services globally, including sell side, buy side, joint ventures, asset sales and divestitures that are less subject to conflicts of interest arising from non-advisory services. Our global industry group model with embedded M&A capabilities brings sector-specific knowledge, experience and relationships to our clients, allowing us to provide differentiated expert advice and connect buyers on a global basis.

Our accomplishments in M&A have earned us consistent recognition throughout the industry, and over the last ten years we have consistently been one of the most active M&A advisors in the United States.

Capital Markets Advisory:    We provide global financing solutions and capital-raising advisory services for a broad range of corporate and private equity clients across all industry verticals, from large, publicly-held, multinational corporations to financial sponsors to privately-held companies founded and run by entrepreneurs.

Our capital markets advisory professionals leverage a wide array of longstanding, senior-level lender and investor relationships, including with traditional and non-traditional direct capital providers (such as institutional credit funds, commercial finance companies, business development companies, insurance companies, pension funds, mutual funds, global asset managers, special situations investors and structured equity providers). As the traditional syndicated capital markets are becoming increasingly complex and more regulated, the private capital markets have developed to provide an alternative source of flexible capital that can be tailored to meet clients' needs.

We believe we excel in providing our clients with sophisticated and thoughtful advice and access to traditional and non-traditional capital providers in the private and public capital markets. Our objective is to create a capital structure that enables the client to achieve its strategic priorities on the best terms available in the market, which often involves raising more than one type of capital, sometimes from multiple capital providers. Our private capital markets advisory services may include:

•

analyzing the optimal capital structure and debt capacity of the business, as well as identifying potential debt and equity capital providers;

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•

developing company positioning strategy, marketing materials, financial models and key documentation for capital raising;

•

providing information to potential capital providers;

•

evaluating bids and advising on the strengths and weaknesses of each proposal;

•

finalizing the optimal capital structure based upon feedback from potential capital providers; and

•

negotiating and executing the transaction with the final capital providers.

Financial Restructuring

        As of June 30, 2015, we had 175 Financial Restructuring professionals working around the globe, which we believe constitutes one of the largest restructuring groups in the investment banking industry. Since its establishment in 1988, our Financial Restructuring group has earned a reputation for being the advisor of choice for the largest and most complex restructurings, offering knowledge, experience and creativity to address challenging situations. Our Financial Restructuring group operates in all major worldwide markets as debt issuances have increased around the world. Our Financial Restructuring professionals bring to bear deep expertise and experience in restructurings in the United States, Canada, Europe, Asia, Australia, the Middle East, Latin America and Africa. Given the depth and breadth of the team's expertise and the high barriers to entry, international and multi-jurisdictional restructurings represent an attractive opportunity for our Financial Restructuring team.

        The group employs an interdisciplinary approach to engagements, calling upon the expertise of our industry groups, capital markets advisory group and Financial Sponsors group, and drawing on the worldwide resources of the Financial Restructuring team as each situation may require. The Financial Restructuring group is deeply experienced in evaluating complex, highly leveraged situations. In addition to comprehensive financial restructurings, we work with distressed corporations on engagements involving changes of control, asset sales and other M&A and capital markets activities, many times involving the sale of a company or its assets quickly, and in contested or litigious settings on expedited timeframes. We advise companies undergoing financial restructuring and creditor constituencies at all levels of the capital structure, in both out-of-court negotiations and in formal bankruptcy or insolvency proceedings. Our experience, geographic diversity and size allow us to provide the immediate attention and staffing required for time-sensitive and mission-critical restructuring assignments, making us a valued partner for our clients.

        Our dedicated team is active throughout business cycles. Our Financial Restructuring practice serves as a countercyclical hedge across macroeconomic cycles, with increasing levels of restructuring opportunities occurring during periods when demand for M&A and capital markets advisory services may be reduced. In robust macro-economic environments, demand for the services of our restructuring team generally continues due to opportunities arising from secular and cyclical disruptions in certain industries, recent examples of which include retail, shipping and oil and gas; and market disruptions in certain geographies. Our geographic diversity and global market leadership allows us to maintain sustained levels of activity even when the U.S. capital markets are vibrant.

        We are consistently ranked as a leading global restructuring advisor, including recognition as the #1 ranked global investment banking restructuring advisor for six of the last seven years. Since 2000, we have advised on more than 1,000 restructuring transactions, including advising major parties-in-interest in 12 of the 15 largest corporate bankruptcies in the United States, such as the bankruptcies of Lehman Brothers, Worldcom, Enron, the CIT Group and General Motors. In 2013, we were recognized as Global Restructuring Advisor of the Year by IFR, Best Loan Restructuring House / Advisor by Euroweek and GlobalCapital and European Restructuring House of the Year by Financial News. We also received recognition for Deals of the Year for several complex, high-profile transactions in 2013 and 2014, including the restructuring of American Airlines.

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Financial Advisory Services

        Our Financial Advisory Services practice is one of our original practices and dates back more than 40 years. As of June 30, 2015, we had 188 financial professionals and strategic consultants in this practice, making us one of the largest and most respected valuation and financial opinion practices in the United States. We are ranked as the #1 U.S. M&A fairness opinions advisor over the past ten years. We believe we are a thought-leader in the field of valuation and strategic consulting, and our professionals produce influential studies and publications which are recognized and valued throughout the financial industry. Our extensive transaction expertise and leadership in these fields inspire confidence in the financial executives, boards of directors, special committees, retained counsel, investors and business owners that we serve. We believe that our reputation for delivering an outstanding analytical product that will withstand legal or regulatory scrutiny coupled with our independence makes us the advisor of choice for clients that seek to obtain a complex valuation or transaction opinion.

        Our independence, stability, integrity, technical leadership and global capabilities make us a trusted advisor for clients worldwide, across a wide range of services including:

•

Transaction Opinions: we provide fairness and solvency opinions, and other types of valuation opinions issued in connection with a transaction.

•

Portfolio Valuation: we provide valuation opinions and other services to private equity firms and hedge funds.

•

Tax and Financial Reporting Valuation: we provide analyses, reports and opinions to companies for financial reporting purposes.

•

Consulting Services: we provide financial due diligence services, dispute resolution, and strategic consulting.

        We actively seek to add new services within our Financial Advisory Services practice that are consistent with our analytical strengths, that are synergistic to our other businesses and that neither compromise our independence nor create potential conflicts of interest.

        Our Financial Advisory Services professionals actively generate business through relationships with law firms, private equity firms, auditors and consultants. Moreover, our Corporate Finance, Financial Restructuring and Financial Sponsors groups supplement this effort with internal referrals.

Our Market Opportunity

        We believe that we are positioned for increased revenues and market share, driven by the following broader market forces:

•

Increasing Demand for Independent Advice—In the last decade, the demand for independent advice has increased dramatically, arising in part from the global financial crisis. We believe this trend has largely been driven by increasing levels of regulatory and fiduciary scrutiny of actual or perceived conflicts of interest at bulge-bracket and accounting firms, where providing advisory and opinion services can conflict with firm interests in securities sales and trading, underwriting, lending, proprietary investing, research coverage, consulting and auditing services. We also believe that this shift will continue as bulge-bracket firms increasingly rely on capital and distribution for profits and clients seek advice and opinions free of perceived bias from non-advisory services in an ever more complex M&A and capital markets landscape. Our core strengths and reputation in providing unbiased, high-quality, respected advice and opinions in a wide variety of situations position us well to take advantage of these trends.

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•

Continued Growth in M&A Transactions—After declining through the latest global financial crisis, U.S. M&A transaction volumes are increasing as the macroeconomic environment stabilizes and financing conditions remain favorable. Driven by strong corporate balance sheets, buoyant capital markets and increased financial sponsor activity, the market is returning to the higher levels seen in 2006 and 2007. Our Corporate Finance and Financial Advisory Services groups are well positioned to capitalize on these market trends in the United States and increase transaction volumes and related opinion work.

United States Announced M&A Transaction Count

Source: Thomson Reuters, based on calendar year

We believe a similar growth opportunity is developing in Europe and in cross-border M&A transactions, and we have continued to invest resources and grow our team in that region. As of June 30, 2015, we maintained a staff of 102 financial professionals across all of our lines of business throughout Europe, Asia and Australia, who are well positioned to take advantage of opportunities in the M&A and financing markets as they continue to rebound, supported by our established relationships and reputation in those regions as the market leader for restructuring advisory services.

•

Growth in Corporate Debt Issuance and Rise in Restructuring Activity—As a result of persistently low interest rates, corporations globally have issued record amounts of leveraged loan and high-yield debt in recent years. By maintaining our highly experienced team of restructuring professionals through the current low-default rate environment, we believe we have the capacity to address and benefit from any uptick in restructuring activity that may occur as a result of the record amounts of leverage. Additionally, our Financial Restructuring team continues to capitalize on opportunities caused by geographic and sector dislocations that have occurred in an otherwise healthy economic climate, such as in the Middle East, Eastern Europe, Latin America, Australia and Africa, as well as the retail, oil and gas and shipping sectors. Moreover, we are well positioned in geographies where restructuring markets are just beginning to evolve, driven by increased external investment and continued development of financial and legal sophistication, such as India, China and other parts of Asia. We also believe that increased balance sheet and multi-jurisdictional complexity provides a natural opportunity for us to provide services to both debtors and creditors throughout market cycles. In addition, as the following chart illustrates, a spike in default rates often follows periods of substantial leveraged loans and high yield issuances. We have seen continued strong leveraged loans and high yield issuances for the last five years, and believe we are well positioned to the extent that default rates begin to increase which will provide increased opportunities for our Financial Restructuring group.

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Global Leveraged Loan and High-Yield Debt Issuances ($ in billions)

Source: Thomson Reuters, based on calendar year

•

Ongoing Talent Dislocation at Financial Institutions—In the aftermath of the global financial crisis, bulge-bracket banks are facing increasing regulation, compensation pressures, capital constraints and higher operating costs, creating a more challenging environment for their financial professionals. These increased challenges have resulted in rounds of down-sizing, as well as decreasing opportunities for those professionals who remain, causing a significant and ongoing dislocation of investment banking talent. We have been able to benefit from this trend by acquiring talented professionals who have driven increased relationships and business for the firm. This ongoing dislocation continues to represent an opportunity to enhance our industry and product groups, expand our geographic reach and enrich our advisory expertise and capabilities. We expect to continue to capitalize on this compelling opportunity and selectively attract complementary talent to our unique and attractive business model.

Our Competitive Advantages

        We believe that our business is most differentiated from that of our competitors in the following respects:

•

Strong Partnership Culture with Significant Employee Ownership and Collaboration—Our people are our greatest asset. Over the years, we have invested significantly in our people and created a true team-oriented culture with an entrepreneurial spirit. This team approach and lack of "superstar" culture differentiates us from many of our competitors who rely on one or a few key bankers. In addition, because of our equity compensation model, we have approximately 279 employee shareholders who will own approximately        % of our equity upon consummation of this offering, with no single employee shareholder owning greater than        %. Moreover, we intend to continue our equity compensation programs after this offering is consummated. We believe this broad-based equity ownership results in a strong alignment of employee and shareholder interests, fostering a collaborative culture with a focus on making decisions that broadly increase shareholder returns. Lastly, through each financial cycle, we expand our overall product, industry and coverage capabilities as our bankers continue to stay engaged through all cycles. During periods of financial distress, we do not experience the substantial layoffs and dislocation of personnel that occur at many other investment banking firms. Our continuity in senior financial professionals through economic cycles results in greater teamwork and collaboration among our various product and industry groups.

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•

Leadership in All Three Business Segments and across Industry Sectors—Our consistent ability to innovate new solutions tailored to our clients' financial needs has enabled us to assert our market leadership in each of our business segments, including:

#1 Most Active M&A Advisor for United States Transactions under $5 billion in 2014 and under $1 billion over the past 9 years

#1 M&A Fairness Opinions Advisor in the United States over the past 10 years

#1 Global Investment Banking Restructuring Advisor for 6 of the last 7 years

We are respected for bringing innovative product solutions to our clients to meet increasing demand in a complex, dynamic marketplace, both organically and through acquisitions. For example, in fiscal 2014 we established an Illiquid Financial Assets business to provide intermediation between counterparties for a variety of illiquid assets and expanded our practice of advising in activist investor situations, and in fiscal 2015 we acquired a strategic consulting firm.

We also have developed industry expertise and experience across the major industry sectors and more than 70 sub-sectors, resulting in deep industry knowledge and superior advice to our clients as we develop and implement financial solutions on their behalf. This deep industry capability is a key factor in the success of our Corporate Finance group and plays an important role in supporting and maintaining our strong market position in Financial Restructuring and Financial Advisory Services as well. Our success in building these capabilities has resulted in the following rankings for 2014 for all United States mid-cap transactions:

#1 M&A Advisor for Aerospace & Defense Transactions

#1 M&A Advisor for Casino & Gaming Transactions

#1 M&A Advisor for Consumer Products Transactions

#1 M&A Advisor for Food & Beverage Transactions

#1 M&A Advisor for Healthcare Transactions

#1 M&A Advisor for Industrials Transactions

#1 M&A Advisor for Specialty Finance Transactions, according to SNL Financial

#1 M&A Advisor for Telecommunications Transactions

•

Market Leader for Mid-Cap M&A Transactions—Our leadership in M&A for mid-cap transactions sets us apart from many of our bulge-bracket and independent advisory peers, who focus on the more competitive, large-cap market segment. The mid-cap market segment has substantially higher deal volume and lower volatility in deal volume through economic cycles compared with the large-cap market, offering the potential for a more stable and diversified revenue base. Within this market segment, we also have a clear competitive advantage over regional- or industry-focused boutiques because we offer a more global platform, deep industry expertise and strong relationships with potential strategic buyers as well as financial sponsors.

•

Diverse Revenues Drive Strong Financial Performance across Market Cycles—Our diverse lines of business have allowed us to grow revenues in both strong and more challenging economic environments. From fiscal 2007 through fiscal 2012 (through the global financial crisis), we grew our revenues from $446 million to $472 million and never delivered a pre-tax margin less than 17.8% during that time period. During fiscal 2010, we experienced overall firm revenue growth of 33% over our fiscal 2009 revenues as a result of a significant increase in revenues in our Financial Restructuring business despite the severely reduced level of M&A activity. We believe

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the cyclical hedge provided by our business mix also allows us to retain and acquire high quality talent during periods of market dislocation. Our institutional flexibility allows our financial professionals in each group to generate additional business, and work on projects that would traditionally be handled solely by professionals in other groups. For example, where there is market need, members of our restructuring team may migrate to our industry and coverage efforts and generate M&A and financing opportunities.

We have a well-diversified revenue base across a variety of clients, services and sectors. We enjoy low fee concentration, with our largest engagement contributing less than 2% of our revenues in fiscal 2015. Moreover, our business model and value proposition enable us to arrange modest retainer fees or progress fees consisting of both periodic and milestone-related payments in a majority of our engagements with clients.

•

Industry-Leading Financial Sponsors Platform—We believe we have one of the most comprehensive financial sponsors groups on Wall Street, with dedicated senior professionals covering over 400 private equity groups, 200 hedge funds and approximately 50 family offices. We believe that our broad access to financial sponsors provides a competitive advantage to our clients seeking to raise capital from, or sell a company to, a financial sponsor, especially as financial sponsor M&A activity continues to rise. Moreover, financial sponsors value our coverage efforts as an important source of deal flow, resulting in a mutually beneficial relationship. We have accumulated years of data regarding the investment criteria and transaction behavior of many financial sponsors, and we are well-positioned to match our clients with the most appropriate capital partners, providing a critical and valuable source of business to all three of our business practices. Over the last five years, we have advised on the sale of more than 200 companies to financial sponsors, and we have sold more than 300 companies on their behalf.

•

Experienced Senior Leadership with Limited Key Man Risk—We believe that the continuity of our senior leadership over an extended period of time has contributed to our differentiated business model and culture. The four members of the Office of the Executives have been employed by us for an average of 27 years. Our Managing Directors lead and participate in every facet of client interactions, from deal origination and evaluation to board presentations and final execution. As of June 30, 2015, we had 163 Managing Directors who had an average tenure of ten years with us. Client relationships run deep into the organization, and no single individual had more than 3% of our revenues attributed to him or her in fiscal 2015. We enjoy low employee turnover, resulting in strong continuity of client coverage and our success in building relationships is demonstrated by the loyalty of our clients and their willingness to continue to work with us year after year.

Our Growth Strategy

        We seek to achieve our growth objectives through four primary strategies:

•

Grow Our Intellectual Capital by Adding Highly Qualified and Motivated Financial Professionals—Our people are our greatest asset, and we believe that significant investment in our intellectual capital is our most promising avenue for growth. We seek to grow our business through the addition of senior financial professionals who have strong client relationships and industry expertise, in addition to the right cultural fit and a skill set that is complementary to our existing capabilities. We have steadily grown our Managing Director base from 81 as of December 31, 2007 to 163 as of June 30, 2015 and plan to selectively increase that count as opportunities arise through internal promotions, opportunistic external hiring and acquisitions.

•

Expand the Breadth of Our Industry Expertise and Add New Product Areas—We intend to continue to expand our platform into industry and product sectors that we have identified as particularly

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attractive, both organically and through acquisitions. We have a strong track record of executing and integrating strategic acquisitions to expand our product offerings, including: the acquisition of Milestone Advisors in December 2012, which we combined with our existing financial institutions group to create a more robust platform; the acquisition of ArchPoint Partners in March 2014, which significantly increased our expertise in the technology sector; the acquisition of Bridge Strategy Group in January 2015, which allows us to add in-depth strategic consulting to our current consulting capabilities for C-suite relationships; and the acquisition of M.E.S.A. Securities, Inc. in June 2015, which increased our capabilities in the digital and traditional media and entertainment sectors. In addition, in July 2015, we announced our pending acquisition of McQueen Limited, a United Kingdom-based corporate finance advisor to the consumer, food and retail sectors.

•

Deepen Existing Client Relationships—We continue to offer value added advice using the complementary expertise of each of our lines of business, which creates long-term successes for our clients and increases the depth of our existing relationships. We believe that this approach has allowed us to create solid relationships with our existing clients, resulting in significant repeat business for us. We believe that we can continue to increase revenues by broadening existing client relationships across our lines of business. Moreover, as our clients grow, we believe they will have an increased need for our advisory services and engage in higher value transactions, resulting in higher average fees and increased overall fees from clients.

•

Expand our Existing Expertise into New Geographies—Given our current global footprint with 17 offices across the globe and three additional offices through our joint ventures, we expect to take a highly disciplined approach to expansion into new geographies, both organically and through acquisitions. We plan to continue broadening our geographic scope in a selective manner into regions where we believe the business environment will be receptive to the strengths of our platform or where our existing clients have or may want to develop a significant presence. In furtherance of this strategy, in July 2010, we announced an equity investment in Avista Advisory Group, which has grown to become a 36-person investment banking firm headquartered in Mumbai, India, with operations in both India and Singapore. More recently, in February 2015, we announced a joint venture in Australia where we teamed with ten employees to open an office in Sydney, Australia to pursue advisory activities across our industry groups and product lines.

Summary Risk Factors

        We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider the risks discussed in the section entitled "Risk Factors," including the following risks, before investing in our Class A common stock:

•

our ability to retain our Managing Directors and our other senior professionals is critical to the success of our business;

•

our future growth will depend on, among other things, our ability to successfully identify, recruit and develop talent and will require us to commit additional resources;

•

changing market conditions can adversely affect our business in many ways, including by reducing the volume of transactions involving our business, which could materially reduce our revenue;

•

we are subject to reputational and legal risk arising from, among other things, actual or alleged employee misconduct, conflicts of interest, failure to meet client expectations or cybersecurity breaches or other operational failures; and

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•

our revenue and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline.

Corporate Information and Reorganization

        Houlihan Lokey, Inc. was incorporated in California on March 7, 1972. On July 24, 2015, in connection with the corporate reorganization, Houlihan Lokey, Inc. was reincorporated in the State of Delaware. Our largest office in terms of financial professionals is in New York where we had over 200 financial professionals as of June 30, 2015 and our principal executive offices are located at 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067, and our telephone number is (310) 553 8871. Our website can be found at www.hl.com. Information on, or accessible through, our website is not part of this prospectus, nor is such content incorporated by reference herein.

        Prior to the completion of this offering, we intend to complete an internal corporate restructuring, which we refer to in this prospectus as the corporate reorganization. The corporate reorganization is described in the section titled "Organizational Structure."

Implications of Being an Emerging Growth Company

        As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

•

we are required to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure;

•

we are subject to significantly reduced executive compensation disclosure requirements;

•

we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

•

we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and

•

we are not required to submit certain executive compensation matters to stockholder advisory votes, such as "say-on-pay," "say-on-frequency" and "say-on-golden parachutes."

        We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to adopt the reduced disclosure with respect to financial statements and the related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure, as well as executive compensation. As a result of this election, the information that we provide stockholders may be different than you might get from other public companies in which you hold equity.

        The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

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The Offering

Selling stockholders	ORIX USA Corporation (through ORIX HLHZ Holding, LLC, its wholly owned subsidiary) and certain of the HL Holders. See "Principal and Selling Stockholders" for additional information.
Class A common stock offered by the selling stockholders	shares (            shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Class A common stock to be outstanding immediately after this offering	shares (            shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Class B common stock to be outstanding immediately after this offering	shares (            shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Total Class A common stock and Class B common stock to be outstanding after this offering	shares.
Use of Proceeds	We will not receive any net proceeds from the sale of shares of our Class A common stock by the selling stockholders, including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock. See "Use of Proceeds" for additional information.

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Voting Rights	We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share, and each share of Class B common stock is entitled to ten votes per share. Following the completion of this offering, each share of Class B common stock may be converted into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the aggregate outstanding shares of common stock owned by (i) ORIX USA, (ii) the HL Voting Trust (as defined below) and (iii) the beneficiaries of the HL Voting Trust or certain of their transferees collectively represent less than 20% of the then aggregate outstanding shares of common stock, or on a date specified by holders of at least 662/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock will convert automatically into Class A common stock. See "Description of Capital Stock" for additional information.
	Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation or as required by applicable law. See "Description of Capital Stock—Class A Common Stock and Class B Common Stock."
	As a result of the corporate reorganization and after giving effect to the sale of shares of our Class A common stock in this offering:
	• ORIX USA will own            shares of Class B common stock, representing            % of the voting power and            % of the economic interest in us;
	• The HL Holders will hold            shares of Class B common stock indirectly through a new voting trust (the "HL Voting Trust") formed pursuant to a voting trust agreement (the "HL Voting Trust Agreement") under which all decisions with respect to the voting (but not the disposition) of the Class B common stock held by the HL Holders will be made by the trustees of the HL Voting Trust, in their sole and absolute discretion, without fiduciary duties of any kind to the HL Holders, representing            % of the voting power and            % of the economic interest in us; and

15

	• our public stockholders will collectively own            shares of Class A common stock, representing            % of the voting power and            % of the economic interest in us.
	Immediately following this offering, ORIX USA and the HL Voting Trust will collectively hold            % of the voting power in us through their ownership of our Class B common stock. We anticipate that all of the HL Holders will become party to the HL Voting Trust Agreement. See "Organizational Structure."
Lock-up	Shares of common stock held by the HL Holders indirectly through the HL Voting Trust are subject to lock-up agreements for a minimum of three years from this offering, subject to acceleration in certain circumstances.
	Under the terms of each lock-up agreement, each HL Holder will generally be subject to a lock-up period of three years following this offering, after which such shares will become transferable in three equal installments on each of the third, fourth and fifth anniversary of this offering.
	In addition, each lock-up agreement will provide that, except as may be otherwise authorized by our board of directors, notwithstanding the lock-up periods described above, shares of our common stock held by managing directors and certain senior corporate officers of the Company whose employment with us or any of our subsidiaries terminates prior to the third anniversary of this offering for reasons other than death or disability will be subject to transfer restrictions, and will be ineligible to participate in any follow-on offerings, in each case, through the seventh anniversary of this offering.
Stockholders' Agreement	In connection with the completion of this offering, we will enter into a stockholders' agreement with ORIX USA and the trustees on behalf of the HL Voting Trust (the "Stockholders' Agreement"). Under this agreement, each of ORIX USA and the HL Voting Trust will initially have the right to recommend the nomination of four of the        members of our board of directors. The Stockholders' Agreement will also provide that approval of two-thirds of the board will be required for certain corporate actions for a period of time based on ORIX USA's continuing ownership level, which, based on ORIX USA's ownership percentage at the time of this offering, essentially gives the ORIX USA directors veto authority over those actions.
	See "Certain Relationships and Related Party Transactions—New Agreements with Our Existing Stockholders—Stockholders' Agreement."

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Registration Rights Agreements	In connection with the completion of this offering, we will enter into a Registration Rights Agreement with each of ORIX USA and the HL Holders. We will grant registration rights to ORIX USA and such HL Holders pursuant to which (subject to the 180-day lock-up in favor of the underwriters and the lock-up provisions applicable to the HL Holders as discussed above):
	• the holders of registrable shares entitled to demand registration rights may request that we register all or a portion of their registrable shares for sale under the Securities Act of 1933, as amended (the "Securities Act");
	• if we register any shares of our common stock, the holders of all registrable shares are entitled to notice of the registration and to include all or a portion of their registrable shares in the registration; and
	• in the event that any registration in which the holders of registrable shares participate pursuant to either Registration Rights Agreement is an underwritten public offering, the number of registrable shares to be included may be limited in specified circumstances due to market conditions.
	Pursuant to the Stockholders' Agreement, the Company has agreed with ORIX USA upon certain limitations with respect to underwritten offerings that occur prior to the third anniversary of this offering.
	See "Certain Relationships and Related Party Transactions—New Agreements with Our Existing Stockholders—Registration Rights Agreements" and "Certain Relationships and Related Party Transactions—New Agreements with Our Existing Stockholders—Stockholders' Agreement."
Controlled company	Following this offering we will be a "controlled company" within the meaning of the corporate governance rules of the New York Stock Exchange. See "Management—Corporate Governance."

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Dividend policy

Following this offering and subject to applicable law, we intend to pay a quarterly cash dividend initially equal to $            per share of common stock, commencing with the            quarter of fiscal 2016. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, including those contained in the New Revolving Credit Facility and the New Note, and other considerations that our board of directors deems relevant. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or of our subsidiaries. See "Dividend Policy" and "Description of Indebtedness."

Prior to the consummation of this offering, we expect to make a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, funded from cash on hand, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure."

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Conflict of interest	Houlihan Lokey, Inc. controls Houlihan Lokey Capital, Inc., an underwriter in this offering. In addition, certain of our employees and members of management who are offering shares of our Class A common stock in this offering are associated persons of Houlihan Lokey Capital, Inc. Therefore Houlihan Lokey Capital, Inc. is deemed to have a "conflict of interest" under Rule 5121(f)(5)(B) of the Financial Industry Regulatory Authority, Inc. ("FINRA"). In addition, affiliates and associated persons of Houlihan Lokey Capital, Inc. (a wholly-owned subsidiary of Houlihan Lokey, Inc.) will be deemed to receive more than 5% of net offering proceeds and will have a "conflict of interest" pursuant to FINRA Rule 5121(f)(5)(C)(ii). Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the member primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any FINRA member that has a conflict of interest and meets the requirements of paragraph (f)(12)(E) of Rule 5121. See "Underwriting (Conflict of Interest)."
Risk factors	Investing in shares of our Class A common stock involves a high degree of risk. See "Risk Factors" beginning on page 23 of this prospectus for a discussion of factors you should carefully consider before investing in shares of our Class A common stock.
Proposed New York Stock Exchange symbol	"HLI."

        The number of shares of our Class A common stock to be outstanding after this offering is based on no shares of Class A common stock and            shares of Class B common stock outstanding as of            , 2015 after giving effect to the corporate reorganization and excludes:

•

            shares of Class A common stock and Class B common stock reserved for issuance under our 2016 Incentive Award Plan (the "2016 Plan"), which will become effective prior to the completion of this offering; and

•

            shares of Class B common stock to be issued following the completion of this offering upon vesting of deferred stock awards outstanding as of the date of this offering (based on the midpoint of the price range listed on the cover page of this prospectus).

        Unless otherwise indicated, this prospectus assumes the following:

•

the consummation of the corporate reorganization described in the section titled "Organizational Structure" prior to the completion of this offering, including the making of a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for

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income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure";

•

the issuance of restricted shares of Fram stock that we anticipate granting under the Fram Holdings, Inc. Second Amended and Restated 2006 Incentive Compensation Plan (the "2006 Plan") to employees in connection with this offering and the conversion of such restricted shares into restricted shares of Class B common stock, which will be subject to certain voting and lock-up arrangements;

•

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, forms of which will be filed as exhibits to the registration statement of which this prospectus forms a part, which will occur prior to the closing of this offering;

•

an initial public offering price of $            per share of Class A common stock, which is the midpoint of the price range listed on the cover page of this prospectus; and

•

no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

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Summary Consolidated Financial and Other Data

        The following tables present the summary historical consolidated financial and other data for Houlihan Lokey, Inc. and its subsidiaries. The summary consolidated statements of operations data for each of the years in the two-year period ended March 31, 2015 and the summary consolidated balance sheet data as of March 31, 2015 are derived from the audited consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries included in this prospectus. The summary consolidated statements of operations data presented below for the year ended March 31, 2013 has been derived from the audited consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries not included in this prospectus. The summary consolidated statements of operations data for the three months ended June 30, 2014 and June 30, 2015 and the summary consolidated balance sheet data as of June 30, 2015 are derived from the unaudited condensed consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries included in this prospectus. In the opinion of our management, such unaudited financial statements reflect all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of the results for those periods.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or any future reporting period. The information set forth below should be read together with the "Selected Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

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	Fiscal year ended								Three months ended
($ in thousands)	March 31, 2013		March 31, 2014			March 31, 2015			June 30, 2014		June 30, 2015
									(unaudited)
Consolidated statements of operations data:
Fee revenue:
Corporate Finance	$	214,369	$	260,035		$	367,632		$	77,752	$	78,397
Financial Restructuring		210,969		230,062			207,909			37,671		38,993
Financial Advisory Services		94,494		102,054			105,331			26,079		28,876
Total segment revenues		519,832		592,151			680,872			141,502		146,266
Corporate revenues		453		299			—			—		—
Fee revenue	$	520,285	$	592,450		$	680,872		$	141,502	$	146,266
Operating expenses
Employee compensation and benefits		349,578		414,918			475,100			98,411		93,689
Non-compensation expenses		74,027		74,684			77,118			19,042		28,797
Total operating expenses		423,605		489,602			552,218			117,453		122,486
Operating income		96,680		102,848			128,654			24,049		23,780
Other income and expenses		1,631		2,478			3,481			577		1,321
Income before provision for income taxes		98,311		105,326			132,135			24,626		25,101
Provision for income taxes		39,381		43,898			52,196			10,269		10,030
Net income	$	58,930	$	61,428		$	79,939		$	14,357	$	15,071
Net (income) loss attributable to noncontrolling interest		44		(108	)		(58	)		1		(26	)
Net income attributable to Houlihan Lokey, Inc.	$	58,974	$	61,320		$	79,881		$	14,358	$	15,045
Net income attributable to Houlihan Lokey, Inc. per share—basic and diluted(1)	$	0.10	$	0.10		$	0.14		$	0.02	$	0.03
Weighted average number of shares outstanding used in computing per share amounts—basic and diluted(1)		587,866		587,866			587,866			587,866		587,866
Pro forma as adjusted net income attributable to Houlihan Lokey, Inc. per share—basic and diluted (unaudited)(1)(2)
Pro forma as adjusted weighted average number of shares outstanding (unaudited)(1)(2)

	June 30, 2015
($ in thousands)	Actual		Pro Forma(3)	Pro Forma (as Adjusted)(2)
			(unaudited)
Consolidated balance sheet data:
Cash and cash equivalents	$	97,687	$	$
Total assets		1,108,895
Total liabilities		262,021
Total stockholder's equity		845,322

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	Fiscal year ended									Three months ended
($ in thousands)	March 31, 2013			March 31, 2014			March 31, 2015			June 30, 2014			June 30, 2015
										(unaudited)
Other data:
Number of Clients Paying a Fee Equal to or Greater than $1 million		142			174			193			37			38
Percentage of Fee Revenue from Top 10 Transactions		17	%		15	%		12	%		30	%		27	%
Managing Directors in Corporate Finance (period-end)		49			55			65			62			79
Financial Professionals in Corporate Finance (period-end)		264			272			310			268			332
Managing Directors in Financial Restructuring (period-end)		38			39			40			41			41
Financial Professionals in Financial Restructuring (period-end)		168			172			173			164			175
Managing Directors in Financial Advisory Services (period-end)		23			21			32			23			35
Financial Professionals in Financial Advisory Services (period-end)		158			157			185			159			188
Number of transactions/fee events:
Corporate Finance Completed Transactions		131			141			186			43			45
Financial Restructuring Completed Transactions		67			63			63			17			14
Financial Advisory Services Fee Events		999			997			1,046			394			402
Segment Profit:
Corporate Finance	$	51,128		$	67,088		$	101,266		$	21,097		$	23,426
Financial Restructuring		57,999			56,910			52,246			7,576			9,619
Financial Advisory Services		20,938			24,921			24,344			6,253			6,726
Compensation Ratio:
Corporate Finance		63	%		64	%		64	%		64	%		58	%
Financial Restructuring		63	%		66	%		65	%		65	%		64	%
Financial Advisory Services		62	%		63	%		64	%		63	%		60	%

(1)

See Note 14 to our consolidated financial statements for an explanation of the calculations of our basic and diluted net income attributable to Houlihan Lokey, Inc. per share of common stock, and pro forma net loss per share of common stock.

(2)

The pro forma as adjusted data give effect to the consummation of the proposed corporate reorganization described in the section titled "Organizational Structure," the sale by the selling stockholders of            shares of Class A common stock in this offering, the repayment of the short-term note and the payment of estimated offering expenses payable by us.

(3)

The pro forma statement of operations and balance sheet data reflect the consummation of the proposed corporate reorganization described in the section titled "Organizational Structure."

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks and all other information contained in this prospectus, including our financial statements and the related notes thereto, before investing in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business

Our ability to retain our Managing Directors and our other senior financial professionals is critical to the success of our business.

        We depend on the efforts and reputations of our financial professionals. Our Managing Directors' and other senior financial professionals' reputations and relationships with clients and potential clients are critical elements in the success of our business. Our future success depends to a substantial degree on our ability to retain qualified financial professionals within our organization, including our Managing Directors. However, we may not be successful in our efforts to retain the required personnel as the market for qualified investment bankers is extremely competitive. Our investment bankers possess substantial experience and expertise and have strong relationships with our advisory clients. As a result, the loss of these financial professionals could jeopardize our relationships with clients and result in the loss of client engagements. For example, if our Managing Directors or other senior financial professionals, including our executive officers, or groups of financial professionals, were to join or form a competing firm, some of our current clients could choose to use the services of that competitor rather than our services. Managing Directors and other financial professionals have left Houlihan Lokey in the past and others may do so in the future, and the departure of any of these financial professionals may have an adverse impact on our business. Our compensation arrangements and post-employment restriction agreements with our Managing Directors and other financial professionals may not provide sufficient incentives or protections to prevent these financial professionals from resigning to join our competitors. In addition, some of our competitors have more resources than we do, which may allow them to attract some of our existing employees by offering superior compensation and benefits or otherwise. The departure of a number of Managing Directors or groups of financial professionals could have a material adverse effect on our business, financial condition and results of operations.

Our future growth will depend on, among other things, our ability to successfully identify, recruit and develop talent and will require us to commit additional resources.

        Our business involves the delivery of professional services and is largely dependent on the talents and efforts of highly skilled individuals. Our future growth will depend on, among other things, our ability to successfully identify and recruit individuals and teams to join our firm. It typically takes time for these financial professionals to become profitable and effective. During that time, we may incur significant expenses and expend significant time and resources toward training, integration and business development aimed at developing this new talent. If we are unable to recruit and develop profitable financial professionals, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our financial results.

        In addition, sustaining growth will require us to commit additional management, operational and financial resources and to maintain appropriate operational and financial systems to adequately support expansion, especially in instances where we open new offices that may require additional resources

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before they become profitable. See "—We may be unable to execute on our growth initiatives, business strategies or operating plans." We may not be able to recruit and develop talent and manage our expanding operations effectively, and any failure to do so could materially adversely affect our ability to grow revenue and control our expenses.

Changing market conditions can adversely affect our business in many ways, including by reducing the volume of the transactions involving our business, which could materially reduce our revenue.

        As a financial services firm, we are materially affected by conditions in the global financial markets and economic conditions throughout the world. Unfavorable market or economic conditions may adversely affect our businesses; in particular where revenue generated is directly related to the volume and size of the transactions in which we are involved. For example, weak market or economic conditions may adversely affect our Corporate Finance and Financial Advisory Services groups because, in an economic downturn, the volume and size of transactions may decrease, thereby reducing the demand for our M&A, capital raising and opinion advisory services and increasing price competition among financial services companies seeking such engagements. Moreover, in the period following an economic downturn, the volume and size of transactions typically takes time to recover and lags a recovery in market and economic conditions. On the other hand, strong market or economic conditions may adversely affect our Financial Restructuring group. In a strong economic environment, the volume and size of recapitalization and restructuring transactions may decrease, thereby reducing the demand for our Financial Restructuring group and increasing price competition among financial services companies seeking such engagements. Changes in market and economic conditions are expected to impact our businesses in different ways, and we may not be able to benefit from such changes. Further, our business, financial condition and results of operations could be adversely affected by changing market or economic conditions.

        Our profitability may also be adversely affected by our fixed costs because we may not be able to reduce costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions. The future market and economic climate may deteriorate because of many factors beyond our control, including rising interest rates or inflation, terrorism or political uncertainty.

We are subject to reputational and legal risk arising from, among other things, actual or alleged employee misconduct, conflicts of interest, failure to meet client expectations or cybersecurity breaches or other operational failures.

        As a professional services firm, our ability to secure new engagements is substantially dependent on our reputation and the individual reputations of our financial professionals. Any factor that diminishes our reputation or that of our financial professionals, including not meeting client expectations or actual or alleged misconduct by our financial professionals, including misuse of confidential information, could make it substantially more difficult for us to attract new engagements and clients.

        In addition, we face the possibility of an actual, potential or perceived conflict of interest where we represent a client on a transaction in which an existing client is a party. We may be asked by two potential clients to act on their behalf on the same transaction, including by two clients as potential buyers in the same acquisition transaction. We may act for both clients if both clients agree to us doing so. In each of these situations, we face the risk that our current policies, controls and procedures may not timely identify or appropriately manage such conflicts of interest. Conflicts may also arise from investments or activities of employees outside their business activities on behalf of the Company. It is possible that actual, potential or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions. Appropriately identifying and managing actual or perceived conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to

25

deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation which could materially adversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business with us.

        Further, because we provide our services primarily in connection with significant or complex transactions, disputes or other matters that usually involve confidential and sensitive information or are adversarial, and because our work is the product of myriad judgments of our financial professionals and other staff operating under significant time and other pressures, we may not always perform to the standards expected by our clients. In addition, we may face reputational damage from, among other things, litigation against us, our failure to protect confidential information and/or breaches of our cybersecurity protections or other inappropriate disclosure of confidential information, including inadvertent disclosures.

        There is also a risk that our employees could engage in misconduct that could adversely affect our business. If our employees were to improperly use or disclose confidential information provided by our clients, we could be subject to regulatory sanctions and legal liability and suffer serious harm to our reputation, financial position, current client relationships and ability to attract future clients. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent misconduct may not be effective in all cases. In addition, our financial professionals and other employees are responsible for the security of the information in our systems or under our control and for ensuring that private information is kept confidential. Should any employee not follow appropriate security measures, the improper release or use of confidential information could result. If our employees engage in misconduct or fail to follow appropriate security measures, we could be subject to legal liability and reputational harm, which could impair our ability to attract and retain clients and in turn materially adversely affect our business.

A substantial portion of our revenue is derived from advisory engagements in our Corporate Finance and Financial Restructuring business segments, including engagements under which our fees include a significant component based upon goals, such as the completion of a transaction. As a result, our revenue and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline.

        Revenue and profits derived from our Corporate Finance and Financial Restructuring business segments can be highly volatile. We derive a substantial portion of our revenue from advisory fees, which are mainly generated at key transaction milestones, such as closing, the timing of which is outside of our control. From time to time, we enter into engagement agreements under which our fees include a significant component based upon goals, such as the completion of a transaction. In many cases, for advisory engagements that do not result in the successful consummation of a transaction, we are not paid a fee other than the reimbursement of certain out-of-pocket expenses and, in some cases, a modest retainer, despite having devoted considerable resources to these transactions. The achievement of these contractually-defined goals is often impacted by factors outside of our control, such as market conditions and the decisions and actions of our clients and interested third parties. For example, a client could delay or terminate an acquisition transaction because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or shareholder approvals, failure to secure necessary financing, adverse market conditions or because the target's business is experiencing unexpected financial problems. Anticipated bidders for client assets during a restructuring transaction may not materialize or our client may not be able to restructure its operations or indebtedness due to a failure to reach agreement with its principal creditors. Because these fees are contingent, revenue on such engagements, which is recognized when all revenue recognition criteria are met, is not certain and the timing of receipt is difficult to predict and may not occur evenly throughout the year.

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        We expect that we will continue to rely on advisory fees, including fees based upon goals, such as the completion of a transaction, for a substantial portion of our revenue for the foreseeable future. Accordingly, a decline in our advisory engagements or the market for advisory services would adversely affect our business. In addition, our financial results will likely fluctuate from quarter to quarter based on when fees are earned, and high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in future periods. Should these fee arrangements represent a greater percentage of our business in the future, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results, which could affect the price of our Class A common stock. Because advisory revenue can be volatile and represents a significant portion of our total revenue, we may experience greater variations in our revenue and profits than other larger, more diversified competitors in the financial services industry. Fluctuations in our quarterly financial results could, in turn, lead to large adverse movements in the price of our Class A common stock or increased volatility in our stock price generally.

We face strong competition from other financial advisory firms, many of which have the ability to offer clients a wider range of products and services than those we can offer, which could cause us to lose engagements to competitors and subject us to pricing pressures that could materially adversely affect our revenue and profitability.

        The financial services industry is intensely competitive, highly fragmented and subject to rapid change, and we expect it to remain so. Our competitors are other investment banking and financial advisory firms. We compete on both a global and a regional basis, and on the basis of a number of factors, including depth of client relationships, industry knowledge, transaction execution skills, our range of products and services, innovation, reputation and price. In addition, in our business, there are usually no long-term contracted sources of revenue. Each revenue-generating engagement typically is separately solicited, awarded and negotiated. If we are unable to compete successfully with our existing competitors or with any new competitors, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our business, financial condition and results of operations.

        Our primary competitors include bulge-bracket institutions, many of which have far greater financial and other resources and greater name recognition than we do and have a greater range of products and services, more extensive marketing resources, larger customer bases, more managing directors to serve their clients' needs, as well as greater global reach and more established relationships with their customers than we have. These larger and better capitalized competitors may be better able to respond to changes in the investment banking market, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally, which puts us at a competitive disadvantage and could result in pricing pressures or loss of opportunities, which could materially adversely affect our revenue and profitability. In particular, we may be at a competitive disadvantage with regard to certain of our competitors who are able to, and often do, provide financing or market making services that are often a crucial component of the types of transactions on which we advise.

        In addition to our larger competitors, over the last few years, a number of independent investment banks that offer independent advisory services have emerged, with several showing rapid growth. As these independent firms or new entrants into the market seek to gain market share there could be pricing pressures, which would adversely affect our revenue and earnings. We have experienced intense competition over obtaining advisory engagements in recent years, and we may experience further pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees. In particular, when making proposals for fixed-fee engagements, we estimate the costs and timing for completing the engagements. These estimates reflect our best judgment regarding the efficiencies of our methodologies and financial professionals as we plan to deploy them on engagements. Any increased or unexpected costs or unanticipated delays in connection

27

with the performance of fixed-fee engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.

Goodwill and other intangible assets represent a significant portion of our assets, and an impairment of these assets could have a material adverse effect on our financial condition and results of operation.

        Goodwill and other intangible assets represent a significant portion of our assets. Goodwill is the excess of cost over the fair market value of net assets acquired in business combinations. We review goodwill and intangible assets at least annually for impairment. We may need to perform impairment tests more frequently if events occur or circumstances indicate that the carrying amount of these assets may not be recoverable. These events or circumstances could include a significant change in the business climate, attrition of key personnel, a prolonged decline in our stock price and market capitalization, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of one of our businesses and other factors. Although during the fiscal 2014 and fiscal 2015 annual impairment reviews of indefinite lived intangible assets we determined that it is not more likely than not that the fair values of our goodwill and intangible assets were less than their carrying values, any future impairment of goodwill or other intangible assets would result in a non-cash charge against earnings, which would adversely affect our results of operations. The valuation of the reporting units requires judgment in estimating future cash flows, discount rates and other factors. In making these judgments, we evaluate the financial health of our reporting units, including such factors as market performance, changes in our client base and projected growth rates. Because these factors are ever changing, due to market and general business conditions, our goodwill and long-lived intangible assets may be impaired in future periods.

We may be unable to execute on our growth initiatives, business strategies or operating plans.

        We are executing on a number of growth initiatives, strategies and operating plans designed to enhance our business. For example, we intend to continue to expand our platform into new industry and product sectors, both organically and through acquisitions, and to expand our existing expertise into new geographies. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits, including growth targets and cost savings, we expect to achieve or it may be more costly to do so than we anticipate. A variety of factors could cause us not to realize some or all of the expected benefits. These factors include, among others: delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans; difficulty in competing in certain industries, product areas and geographies in which we have less experience than others; negative attention from any failed initiatives; and increased or unexpected costs in implementing these efforts.

        Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we may not realize the expected benefits from these plans. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our business, financial condition and results of operations.

Our acquisitions, joint ventures and strategic investments may result in additional risks and uncertainties in our businesses.

        In addition to recruiting and organic expansion, we have grown, and intend to continue to grow, our core businesses through acquisitions, joint ventures and strategic investments.

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        We regularly evaluate opportunities to acquire other businesses. Unless and until acquisitions of other businesses generate meaningful revenues, the purchase prices we pay to acquire such businesses could have a material adverse effect on our business, financial condition and results of operations. If we acquire a business, we may be unable to manage it profitably or successfully integrate its operations with our own. Moreover, we may be unable to realize the financial, operational, and other benefits we anticipate from acquisitions. Competition for future acquisition opportunities in our markets could increase the price we pay for businesses we acquire and could reduce the number of potential acquisition targets. Further, acquisitions may involve a number of special financial and business risks, including expenses related to any potential acquisition from which we may withdraw, diversion of our management's time, attention, and resources, decreased utilization during the integration process, loss of key acquired personnel, difficulties in integrating diverse corporate cultures, increased costs to improve or integrate personnel and financial, accounting, technology and other systems, including compliance with the Sarbanes-Oxley Act, dilutive issuances of equity securities, including convertible debt securities, the assumption of legal liabilities, amortization of acquired intangible assets, potential write-offs related to the impairment of goodwill and additional conflicts of interest. If we are unable to successfully manage these risks, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our business, financial condition and results of operations.

        In the case of joint ventures, we are subject to additional risks and uncertainties relating to governance and controls. For example, we may be dependent upon, and subject to, liability, losses or reputational damage relating to personnel, controls and systems that are not fully under our control. In addition, disagreements between us and our joint venture partners may negatively impact our business and profitability.

Our management has not previously managed a public company.

        Our management team has historically operated our business as a privately-owned company. The individuals who now constitute our management have not previously managed a publicly traded company. Compliance with public company requirements will place significant additional demands on our management and will require us to enhance our investor relations, legal, financial reporting, internal audit, compliance with the Sarbanes-Oxley Act and corporate communications functions. These additional efforts may strain our resources and divert management's attention from other business concerns, which could adversely affect our business and profitability.

Our international operations are subject to certain risks, which may affect our revenue.

        In fiscal 2015, we earned approximately 13% of our revenue from our international operations. We intend to grow our non-United States business, including growth into new regions with which we have less familiarity and experience, and this growth is important to our overall success. In addition, many of our larger clients are non-United States entities seeking to enter into transactions involving United States businesses. Our international operations carry special financial and business risks, which could include the following:

•

greater difficulties in managing and staffing foreign operations;

•

fluctuations in foreign currency exchange rates that could adversely affect our results;

•

unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;

•

longer transaction cycles;

•

higher operating costs;

•

local labor conditions and regulations;

•

adverse consequences or restrictions on the repatriation of earnings;

29

•

potentially adverse tax consequences, such as trapped foreign losses;

•

less stable political and economic environments;

•

terrorism, political hostilities, war and other civil disturbances or other catastrophic events that reduce business activity;

•

cultural and language barriers and the need to adopt different business practices in different geographic areas; and

•

difficulty collecting fees.

        As part of our day-to-day operations outside the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-United States standards and procedures.

        Any payment of distributions, loans or advances to and from our subsidiaries could be subject to restrictions on or taxation of, dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt instruments, to which our non-United States subsidiaries may be a party. Our business, financial condition and/or results of operations could be adversely impacted, possibly materially, if we are unable to successfully manage these and other risks of international operations in a volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results or growth prospects.

        In recent years, the United States Department of Justice (the "DOJ") and the United States Securities and Exchange Commission (the "SEC") have devoted greater resources to enforcement of the Foreign Corrupt Practices Act (the "FCPA"). In addition, the United Kingdom has significantly expanded the reach of its anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common stock.

Fluctuations in foreign currency exchange rates could adversely affect our results.

        Because our financial statements are denominated in United States dollars and we receive a portion of our net revenue in other currencies, we are exposed to fluctuations in foreign currencies. In addition, we pay certain of our expenses in such currencies. Fluctuations in foreign currency exchange rates led to a net loss in cash of $2.3 million for fiscal 2015, compared to a net gain in cash of $1.3 million for fiscal 2014. Fluctuations in foreign currency exchange rates led to a net gain in cash of $0.3 million for the three months ended June 30, 2015, compared to a net gain in cash of $0.1 million for the three months ended June 30, 2014. In particular, we are exposed to the Euro and the pound sterling, and the weakening of the Euro and other currencies relative to the United States dollar has had, and may continue to have, an adverse effect on our revenue. From time to time, we have entered into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods. Notwithstanding our entry into such hedge transactions, an

30

appreciation or depreciation of any of the currencies to which we are exposed relative to the United States dollar could result in an adverse or beneficial impact, respectively, to our business, financial condition, results of operations and/or cash flows.

The cost of compliance with international broker-dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally.

        Because we operate our business both in the United States and internationally, we are subject to many distinct securities, employment, labor, benefits and tax laws in each country in which we operate, including regulations affecting our employment practices and our relations with our employees and service providers. If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations or interpretations, our business could be adversely affected or the cost of compliance may make it difficult to expand into new international markets. Additionally, our competitiveness in international markets may be adversely affected by regulations requiring, among other things, the awarding of contracts to local contractors, the employment of local citizens and/or the purchase of services from local businesses or favoring or requiring local ownership.

We may not be able to generate sufficient cash in the future to service any future indebtedness.

        Our ability to make scheduled payments on or to refinance our debt obligations will depend on our business, financial condition and results of operation. In connection with this offering, we intend (i) to incur incremental debt through the New Note, which we will issue to ORIX USA prior to the completion of this offering as part of the distribution to our existing owners, (ii) to enter into a new revolving credit facility (the "New Revolving Credit Facility") with one or more third party lenders, which facility is expected to provide for a revolving line of credit of approximately $75.0 million, which will remain undrawn at the completion of this offering, and (iii) to assume Fram's obligations with respect to promissory notes held by former employees (as described under "Capitalization"). See "Description of Indebtedness." We cannot provide assurance that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal of, and interest on, our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance such indebtedness.

Our revenue in any given period is dependent on the number of fee-paying clients in such period and the size of transactions on which we are advising, and a significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period.

        Our revenue in any given period is dependent on the number of fee-paying clients in such period and the size of transactions on which we are advising. We had 174, 193 and 38 clients that generated fees equal to or greater than $1 million in fiscal 2014, fiscal 2015, and the three months ended June 30, 2015, respectively. We may lose clients as a result of the sale or merger of a client, a change in a client's senior management, competition from other financial advisors and financial institutions and other causes. A significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period.

Our clients may be unable to pay us for our services.

        We face the risk that certain clients may not have the financial resources to pay our agreed-upon advisory fees, including in the bankruptcy or insolvency context. Our clients include some companies that may from time to time encounter financial difficulties. If a client's financial difficulties become severe, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services. On

31

occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us. The bankruptcy of a number of our clients that, in the aggregate, owe us substantial accounts receivable could have a material adverse effect on our business, financial condition and results of operations. In addition, if a number of clients declare bankruptcy after paying us certain invoices, courts may determine that we are not properly entitled to those payments and may require repayment of some or all of the amounts we received, which could adversely affect our business, financial condition and results of operations. In addition, some fees earned from certain activities in our Financial Restructuring business segment are subject to approval by the United States Bankruptcy Courts and other interested parties, including United States Trustees, have the ability to challenge the payment of those fees. Fees earned and reflected in our revenue may from time to time be subject to successful challenges, which could result in a reduction of revenue. Finally, certain clients may also be unwilling to pay our advisory fees in whole or in part, in which case we may have to incur significant costs to bring legal action to enforce our engagement agreement to obtain our advisory fees. In each of fiscal 2014 and fiscal 2015, we incurred bad debt expense of $2.5 million and $2.0 million related to uncollectible or doubtful accounts receivable, respectively. The total amount of unpaid fees represents approximately 15% and 15% of total fees earned for fiscal 2014 and fiscal 2015, respectively.

We may enter into new lines of business, which may result in additional risks and uncertainties in our business.

        We currently generate substantially all of our revenue from advisory services. However, while we have no current plans to do so, we may grow our business by entering into new lines of business other than advisory services. To the extent we enter into new lines of business, we will face numerous risks and uncertainties, including risks associated with actual or perceived conflicts of interest because we would no longer be limited to the advisory business, the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on a core business.

        Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. In addition, certain aspects of our cost structure, such as costs for compensation, occupancy and equipment rentals, communication and information technology services, and depreciation and amortization will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to our entering into new lines of business. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially adversely affected.

We are subject to operational risks.

        We operate a business that is highly dependent on information systems and technology. Any failure to keep accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. We rely on third-party service providers for certain aspects of our business. Although we have yet to suffer any significant losses or other damages as a result of operational risks, any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation and adversely affect our business.

        In addition, a disaster or other business continuity problem, such as a pandemic, other man-made or natural disaster or disruption involving electronic communications or other services used by us or third parties with whom we conduct business, could lead us to experience operational challenges. The incidence and severity of catastrophes and other disasters are inherently unpredictable, and our inability to timely and successfully recover could materially disrupt our business and cause material financial loss, regulatory actions, reputational harm or legal liability.

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Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted.

        As a participant in the financial services industry, we are subject to extensive regulation in the United States and internationally. We are subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate. As a result of market volatility and disruption in recent years, the United States and other governments have taken unprecedented steps to try to stabilize the financial system, including providing assistance to financial institutions and taking certain regulatory actions. The full extent of the effects of these actions and of legislative and regulatory initiatives (including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act")) effected in connection with, and as a result of, such extraordinary disruption and volatility is uncertain, both as to the financial markets and participants in general, and as to us in particular.

        Our ability to conduct business and our operating results, including compliance costs, may be adversely affected as a result of any new requirements imposed by the SEC, FINRA or other United States or foreign governmental regulatory authorities or self-regulatory organizations that regulate financial services firms or supervise financial markets. We may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. In addition, some of our clients or prospective clients may adopt policies that exceed regulatory requirements and impose additional restrictions affecting their dealings with us. Accordingly, we may incur significant costs to comply with United States and international regulations. Our expenses incurred in complying with these regulatory requirements, including legal fees and fees paid to the SEC, FINRA and United States or foreign governmental regulatory authorities or self-regulatory organizations, have increased in recent years. We maintain an internal team that works full-time to develop and implement regulatory compliance policies and procedures, monitor business activities to ensure compliance with such policies and procedures and reports to senior management. This team also uses various software tracking and reporting systems and confers regularly with internal and outside legal counsel in the performance of its responsibilities. In addition, new laws or regulations or changes in enforcement of existing laws or regulations applicable to our clients may adversely affect our business. For example, changes in antitrust enforcement could affect the level of M&A activity and changes in applicable regulations could restrict the activities of our clients and their need for the types of advisory services that we provide to them.

        Our failure to comply with applicable laws or regulations could result in adverse publicity and reputational harm as well as fines, suspensions of personnel or other sanctions, including revocation of any required registration of us or any of our subsidiaries and could impair executive retention or recruitment. In addition, any changes in the regulatory framework under which we operate could impose additional expenses or capital requirements on us, result in limitations on the manner in which our business is conducted, have an adverse impact upon our business, financial condition and results of operations and require substantial attention by senior management. In addition, our business is subject to periodic examination by various regulatory authorities, and we cannot predict the outcome of any such examinations.

We face substantial litigation risks.

        Our role as advisor to our clients involves complex analysis and the exercise of professional judgment, including rendering fairness opinions in connection with mergers and other transactions. Our activities, and particularly those of our Financial Advisory Services group, may subject us to the risk of significant legal liabilities to our clients and affected third parties, including shareholders of our clients who could bring securities class actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services companies have been

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increasing. Although we are not currently party to any material litigation, litigation alleging that we performed below our agreed standard of care or breached any other obligations to a client could expose us to significant legal liabilities, particularly with respect to our Financial Advisory Services group, and, regardless of outcome, is often very costly, could distract our management and could damage our reputation. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Our engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us in all cases, including when we perform below our agreed standard of care or a client does not have the financial capacity to pay under the indemnity. As a result, we may incur significant legal expenses in defending against or settling litigation. In addition, we may have to spend a significant amount to adequately insure against these potential claims, or insurance coverage may not be available on commercial terms or at all. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which could seriously harm our business prospects.

Cyber-attacks or other security breaches could have a material adverse effect on our business.

        Our clients typically provide us with sensitive and confidential information. We are dependent on information technology networks and systems to securely process, transmit and store such information and to communicate among our locations around the world and with our professional staff, clients, alliance partners and vendors. We may be subject to attempted security breaches and cyber-attacks and, while none have had a material impact to date, a successful breach could lead to shutdowns or disruptions of our systems or third-party systems on which we rely and potential unauthorized disclosure of sensitive or confidential information. Breaches of our security system or third-party network security systems on which we rely could involve attacks that are intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses, cyber-attacks and other means and could originate from a wide variety of sources, including unknown third parties outside the Company. If our systems or third-party systems on which we rely are compromised, do not operate properly or are disabled, we could suffer a disruption of our business, financial losses, liability to clients, regulatory sanctions and damage to our reputation.

We will be subject to continuing contingent tax liabilities of ORIX USA following the offering.

        After the completion of the corporate reorganization, certain tax liabilities of ORIX USA may become our obligations. Under the Internal Revenue Code of 1986, as amended (the "Code"), and the related rules and regulations, each corporation that was a member of the ORIX USA consolidated United States federal income tax reporting group during any taxable period or portion of any taxable period ending on or before the completion of the corporate reorganization is jointly and severally liable for the United States federal income tax liability of the entire ORIX USA consolidated tax reporting group for that taxable period. In connection with this offering, we intend to agree with ORIX USA to allocate the responsibility for prior period taxes of the ORIX USA consolidated tax reporting group between us and ORIX USA. Thus, in the event that ORIX USA were to be assessed for taxes attributable to our business for any period, we would be required to compensate ORIX USA for such liability. In addition, if ORIX USA is unable to pay any prior period taxes for which it is responsible, we could be required to pay the entire amount of such taxes.

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As a result of our continued arrangements with ORIX USA and its affiliates following this offering, our business, financial condition and liquidity could be materially adversely affected by operational or financial difficulties experienced by ORIX USA or its affiliates.

        Following this offering, we will have significant continued exposure to ORIX USA and its affiliates and will depend on the management, accounting and regulatory services provided by or under the direction of ORIX USA under the Transition Services Agreement (as defined herein). In addition, we intend to replace our existing cash management arrangements with ORIX Global Capital Ltd., a U.K. subsidiary of ORIX Corporation ("OGC"), with a new cash management agreement with OGC (as discussed under "Certain Relationships and Related Party Transactions"). As a result of these arrangements, we will be dependent, to a certain extent, on the creditworthiness of ORIX USA and its affiliates, including OGC, and their ability to effectively manage their operations. In the event that ORIX USA or its affiliate is unwilling or unable to fulfill its obligations under these respective arrangements, we may incur a financial loss or a disruption in our operations, which could have a material adverse effect on our business, financial condition and liquidity.

Risks Related to Our Class A Common Stock and This Offering

If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution.

        Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after this offering. The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share immediately after this offering. If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution in the amount of $      per share based upon an assumed initial public offering price of $      per share, which is the midpoint of the price range listed on the cover page of this prospectus. In addition, you may also experience additional dilution, or potential dilution, upon future equity issuances to investors, or to our employees, consultants and directors under our 2016 Plan and/or any other equity incentive plans we may adopt. As a result of this dilution, investors purchasing shares of Class A common stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See "Dilution."

While we currently intend to pay a quarterly cash dividend to our stockholders, we may change our dividend policy at any time and we may not continue to declare cash dividends.

        Although we currently intend to pay a quarterly cash dividend to our stockholders, we have no obligation to do so, and our dividend policy may change at any time. Returns on stockholders' investments will primarily depend on the appreciation, if any, in the price of our Class A common stock. The amount and timing of dividends, if any, are subject to capital availability and periodic determinations by our board of directors that cash dividends are in the best interest of our stockholders and are in compliance with all applicable laws and any other contractual agreements limiting our ability to pay dividends. Under the New Revolving Credit Facility and the New Note, we will be restricted from paying cash dividends in certain circumstances, and we expect these restrictions to continue in the future. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. See "Dividend Policy" and "Description of Indebtedness." Future dividends, including their timing and amount, may be affected by, among other factors: general economic and business conditions; our financial condition and operating results; our available cash and current anticipated cash needs; capital requirements; contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders; and such other factors as our board of directors may deem relevant.

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        Our dividend payments may change from time to time, and we may not continue to declare dividends in any particular amounts or at all. The reduction in or elimination of our dividend payments could have a negative effect on our stock price.

The dual class structure of our common stock and the existing ownership of our Class B common stock by ORIX USA and the HL Holders through the HL Voting Trust have the effect of concentrating voting control with ORIX USA and the HL Voting Trust for the foreseeable future, which will limit your ability to influence corporate matters. We are controlled by ORIX USA and the HL Voting Trust, whose interests may differ from those of our public stockholders.

        Each share of our Class B common stock is entitled to ten votes per share, and each share of our Class A common stock, which is the stock the selling stockholders are offering in this offering, is entitled to one vote per share. Given the greater number of votes per share attributed to our Class B common stock, our existing owners, ORIX USA and the HL Holders through the HL Voting Trust, which each hold shares of Class B common stock, will collectively beneficially own                   shares of Class B common stock representing approximately      % of the economic interest and      % of the voting power of our outstanding capital stock following the completion of this offering. ORIX USA and the HL Voting Trust will, for the foreseeable future, have significant influence over our corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval. ORIX USA and the HL Voting Trust are collectively able to, subject to applicable law and to the voting arrangements described in "Certain Relationships and Related Party Transactions," elect a majority of the members of our board of directors and control actions to be taken by us and our board of directors, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors so elected will have the authority, subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. The Stockholders' Agreement also provides that approval of two-thirds of the board will be required for certain corporate actions for a period of time based on ORIX USA's continuing ownership level, which, based on ORIX USA's ownership percentage at the time of this offering, essentially gives the ORIX USA directors veto authority over those actions. This concentrated control will limit your ability to influence corporate matters for the foreseeable future and may materially adversely affect the market price of our Class A common stock. It is possible that the interests of ORIX USA and the HL Voting Trust may in some circumstances conflict with our interests and the interests of our other stockholders, including you. For example, ORIX USA and the HL Voting Trust may have different tax positions or other differing incentives from other stockholders that could influence their decisions regarding whether and when to cause us to dispose of assets, incur new or refinance existing indebtedness or take other actions. Additionally, the holders of our Class B common stock may cause us to make strategic decisions or pursue acquisitions that could involve risks to you or may not be aligned with your interests.

        The holders of our Class B common stock will also be entitled to a separate vote in the event we seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of a class of our common stock or in a manner that alters or changes the powers, preferences or special rights of the Class B common stock in a manner that affects its holders adversely. Future transfers by holders of Class B common stock will generally result in those shares converting on a one-for-one basis to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long-term.

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We are a "controlled company" within the meaning of the New York Stock Exchange listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

        After this offering, ORIX USA and the HL Voting Trust will continue to control a majority of the voting power of our outstanding common stock. As a result, we will qualify as a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including: the requirement that a majority of the board of directors consist of independent directors, the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors and the requirement that we have a compensation committee that is composed entirely of independent directors.

        Following this offering, we intend to rely on some or all of these exemptions. As a result, we will not have a majority of independent directors and our compensation and nominating and corporate governance committees will not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.

We do not know whether a market will develop for our Class A common stock or what the market price of our Class A common stock will be and as a result it may be difficult for you to sell your shares of our Class A common stock.

        Before this offering, there was no public trading market for our Class A common stock. If a market for our Class A common stock does not develop or is not sustained, it may be difficult for you to sell your shares of Class A common stock at an attractive price or at all. We cannot predict the prices at which our Class A common stock will trade. It is possible that in one or more future periods our results of operations may be below the expectations of public market analysts and investors and, as a result of these and other factors, the price of our Class A common stock may fall.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A common stock, the price of our Class A common stock could decline.

        The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our Class A common stock could decline. If one or more of these analysts cease to cover our Class A common stock, we could lose visibility in the market for our stock, which in turn could cause our Class A common stock price to decline.

Our Class A common stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price.

        After this offering, the market price for our Class A common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

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our operating and financial performance and prospectus;

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our quarterly or annual earnings or those of other companies in our industry;

•

the public's reaction to our press releases, our other public announcements and our filings with the SEC;

•

quarterly variations in our operating results compared to market expectations;

•

changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common shares or the stock of other companies in our industry;

•

adverse publicity about us, the industries we participate in or individual scandals;

•

announcements of new offerings by us or our competitors;

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stock price performance of our competitors;

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the failure of research analysts to cover our common shares;

•

fluctuations in stock market prices and volumes;

•

default on our indebtedness;

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actions by competitors;

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changes in senior management or key personnel;

•

changes in financial estimates by securities analysts;

•

the market's reaction to our reduced disclosure as a result of being an "emerging growth company" under the JOBS Act;

•

the market's reaction to our status as a "controlled company";

•

negative earnings or other announcements by us or other financial services companies;

•

downgrades in our credit ratings or the credit ratings of our competitors;

•

incurrence of indebtedness or issuances of capital stock;

•

global economic, legal and regulatory factors unrelated to our performance; and

•

the other factors listed in this "Risk Factors" section.

        The initial public offering price of our Class A common stock will be determined by negotiations between us, the selling stockholders and the underwriters based upon a number of factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price. As a result, you may suffer a loss on your investment.

        In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Our share price may decline due to the large number of shares eligible for future sale.

        The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

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        All of our executive officers, directors and holders of substantially all of our outstanding capital stock, including ORIX USA and the HL Holders who have deposited their shares into the HL Voting Trust, are subject to lock-up agreements that restrict their ability to transfer shares of our capital stock for 180 days from the date of this prospectus without the consent of the representatives of the underwriters. In addition, shares of common stock held by HL Holders indirectly through the HL Voting Trust are subject to lock-up agreements that restrict their ability to transfer shares of our capital stock for a minimum of three years from this offering, subject to acceleration in certain circumstances. After this period, shares of common stock held by HL Holders indirectly through the HL Voting Trust will become transferable in three equal installments on each of the third, fourth and fifth anniversary of this offering. In addition, shares of our common stock held by managing directors and certain senior corporate officers of the Company whose employment with the Company or a subsidiary thereof terminates (other than due to a death or disability) before the third anniversary of this offering will be subject to transfer restrictions for seven years following this offering. After the expiration of the 180-day lock-up period,                    shares of our Class A common stock issuable upon conversion of outstanding Class B common stock will become eligible for sale, subject to the restrictions under the lock-up agreements described above, and subject to certain restrictions under the Securities Act. Stockholders who are subject to any of the lock-up agreements described above may be permitted to sell shares prior to the expiration of the applicable lock-up agreement in certain circumstances, including as the result of the waiver or termination of such lock-up agreement.

Taking advantage of the reduced disclosure requirements applicable to "emerging growth companies" may make our Class A common stock less attractive to investors.

        The JOBS Act provides that, so long as a company qualifies as an "emerging growth company," it will, among other things:

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be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

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be exempt from the "say on pay" and "say on golden parachute" advisory vote requirements of the Dodd-Frank Act;

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be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

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be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor's report on the financial statements.

        We currently intend to take advantage of each of the exemptions described above. We have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 107(b) of the JOBS Act. We could be an emerging growth company for up to five years after this offering. We cannot predict if investors will find our Class A common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our Class A common stock.

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We will incur increased costs as a result of becoming a public company and in the administration of our organizational structure.

        As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC. Following the completion of this offering, we will incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

        The historical financial information in this prospectus for the periods presented herein do not reflect the added costs we incur as a public company, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act. As a result of these matters, among others, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business. For more information on our historical financial information, see "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements included elsewhere in this prospectus.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

        We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. However, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

        To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures

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and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management's attention from other matters that are important to the operation of our business. A material weakness is a deficiency, or combination of deficiencies, in internal controls, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal controls that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Although we have not identified a material weakness or significant deficiency in the past two fiscal years, in the future when evaluating our internal control over financial reporting, we may identify material weaknesses or significant deficiencies that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses or significant deficiencies in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities will be listed, the SEC or other regulatory authorities, which could require additional financial and management resources and could lead to a decline in our stock price.

Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change in control would be beneficial to our stockholders.

        Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect upon completion of this offering, as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our company, even if such change in control would be beneficial to our stockholders. Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, as they will be in effect upon the completion of this offering, that could prevent or delay a change in control of our company include:

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the ability to issue "blank check" preferred stock, which could increase the number of outstanding shares and thwart a takeover attempt;

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a classified board of directors so that not all members of our board of directors are elected at one time;

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the ability to remove directors only for cause;

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no use of cumulative voting for the election of directors;

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no ability of stockholders to call special meetings;

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supermajority voting provisions for stockholder approval of amendments to our certificate of incorporation and by-laws;

•

the requirement that, to the fullest extent permitted by law and unless we agree otherwise, certain proceedings against or involving us or our directors, officers or employees be brought exclusively in the Court of Chancery in the State of Delaware;

•

the ability of stockholders to take action by written consent; and

•

advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

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        These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

        In addition, the General Corporation Law of the State of Delaware (the "DGCL"), to which we are subject, prohibits us, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of our common stock.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

        Our amended and restated certificate of incorporation authorizes us to issue one or more series of preferred stock. Our board of directors has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors, officers and stockholders.

        Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction in the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware, unless we agree otherwise. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors, officers and stockholders.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions.

        Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

•

our ability to retain our Managing Directors and our other senior financial professionals;

•

our ability to successfully identify, recruit and develop talent;

•

changing market conditions;

•

reputational risk;

•

our highly volatile revenue and profits on a quarterly basis;

•

strong competition from other financial advisory and investment banking firms;

•

potential impairment of goodwill and other intangible assets, which represent a significant portion of our assets;

•

our ability to execute on our growth initiatives, business strategies or operating plans;

•

risks associated with our acquisitions, joint ventures and strategic investments;

•

our management not having previously managed a public company;

•

risks associated with our international operations;

•

fluctuations in foreign currency exchange rates;

•

costs of compliance associated with international broker-dealer, employment, labor, benefits and tax regulations;

•

our ability to generate sufficient cash in the future to service our indebtedness;

•

our dependence on fee-paying clients;

•

our clients' ability to pay us for our services;

•

our potential to offer new products within our existing lines of business or enter into new lines of business, which may result in additional risks and uncertainties in our business;

•

operational risks;

•

extensive and evolving regulation of our business and the business of our clients;

•

substantial litigation risks;

•

cybersecurity and other security risks;

•

continuing contingent tax liabilities of ORIX USA following the offering;

43

•

the amount of the costs, fees, expenses and charges related to this offering and the related costs of being a public company;

•

the HL Voting Trust's and ORIX USA's ability to control our company immediately following this offering;

•

other factors disclosed in this prospectus;

•

any statements of belief and any statements of assumptions underlying any of the foregoing; and

•

other factors beyond our control.

        We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

        These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

44

ORGANIZATIONAL STRUCTURE

        The diagram below depicts our organizational structure prior to the corporate reorganization.

(1)

Fram Holdings, Inc. indirectly owns Houlihan Lokey, Inc. through its wholly owned subsidiary, HLHZ Holding Company, LLC. As part of the corporate reorganization, HLHZ Holding Company, LLC will be removed from the corporate structure.

        The diagram below depicts our organizational structure following the corporate reorganization and this offering.

Corporate Reorganization

        Prior to the completion of this offering, we intend to complete an internal corporate restructuring, which we refer to in this prospectus as the corporate reorganization. The purpose of the corporate reorganization is to separate the Houlihan Lokey business from other assets (the "OCC business") which have been separately managed and controlled by our majority shareholder ORIX USA but historically held within the consolidated corporate ownership structure of our indirect parent, Fram.

        Our business is currently indirectly controlled by ORIX USA. Currently, ORIX USA has the right, but not the obligation, to purchase shares to maintain its majority effective ownership of the Company.

45

Historically, ORIX USA has exercised this right. As a result of the corporate reorganization, ORIX USA will no longer have the right to maintain its majority effective ownership of the Company.

        Prior to this offering, ORIX USA and the HL Holders held their interests in Houlihan Lokey indirectly through their ownership of Fram. Houlihan Lokey, Inc., a California corporation ("HL CA"), was historically owned by HLHZ Holding Company, LLC, a Delaware limited liability company ("HLHZ"), which is owned by Fram. On July 24, 2015, HL CA merged with and into Houlihan Lokey, Inc., a Delaware corporation ("HL DE"), with HL DE as the surviving entity. References to Houlihan Lokey mean, prior to the corporate reorganization, HL CA, and, following the corporate reorganization, HL DE. HL DE had not engaged in any business or other activities except in connection with its incorporation and its merger with HL CA.

        In connection with this offering, the HL Holders will deposit their common stock in Houlihan Lokey to the HL Voting Trust and own such common stock through the HL Voting Trust as previously described. Prior to the completion of this offering, Fram and HLHZ will be separated from Houlihan Lokey, and as a result, common stock in Houlihan Lokey will be held directly by ORIX USA and by the HL Voting Trust, for the benefit of the HL Holders. We anticipate that all of the HL Holders will become party to the HL Voting Trust Agreement. To effect the corporate reorganization, HL Transitory Merger Company, Inc. ("NewCo"), was incorporated in the state of Delaware on June 1, 2015. NewCo has not engaged in any business or other activities except in connection with its incorporation and this offering and currently holds no assets and has no subsidiaries.

        In connection with the corporate reorganization, the following transactions will occur:

•

Prior to the consummation of this offering, we expect to make a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (consisting of non-marketable minority equity interests in four separate businesses that range in carrying value from $2.5 million to $11.0 million as of June 30, 2015 and valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders.

•

ORIX USA and the HL Holders will enter into a contribution and exchange agreement with NewCo (the "NewCo Exchange Agreement") to transfer 100% of their shares in Fram to NewCo in exchange for shares in NewCo in accordance with their relative ownership interests in Fram (the "NewCo Exchange"). In the NewCo Exchange, each share of each series of Fram common stock will be exchanged for a share of an identical series of NewCo common stock and each share of Fram preferred stock will be exchanged for a share of NewCo preferred stock having rights, preferences and privileges identical to those of the Fram preferred stock. In connection with the NewCo Exchange, ORIX USA is exercising the drag-along rights it has under the current Fram Stockholders' Agreement and all Fram stock owned by the HL Holders will be dragged along into the NewCo Exchange. Following such exchange, Fram will convert from a corporation to a limited liability company ("Fram LLC").

•

HLHZ will distribute to Fram LLC all of the stock of Houlihan Lokey, and Fram LLC will in turn distribute all of the stock of Houlihan Lokey to NewCo. As a result, NewCo will directly hold all of the stock of Houlihan Lokey.

46

•

NewCo will distribute the membership interests in Fram LLC to ORIX USA to repurchase a portion of ORIX USA's stock in NewCo. As a result, Fram LLC will be a wholly owned subsidiary of ORIX USA. ORIX USA will be responsible for all liabilities attributable to the OCC business, including any taxes incurred on the extraction thereof, and we will be responsible for all liabilities attributable to our business for any period.

•

Following the distribution of Fram LLC to ORIX USA, NewCo will have no assets other than the stock of Houlihan Lokey. Thereafter, NewCo will merge into Houlihan Lokey and the NewCo shares will be exchanged, through the merger, for shares of Class B common stock of Houlihan Lokey having an aggregate value equivalent to the value of the underlying Fram/NewCo shares. The NewCo Exchange will result in the termination of the Voting Trust Agreements among Fram and the holders of its Series A, Series B and Series E Common Stock (the "Fram Voting Trust Agreements") and the current Fram Stockholders' Agreement. The HL Voting Trust Agreement will replace the Fram Voting Trust Agreements. The HL Voting Trust and the individual lock-ups will apply to the Houlihan Lokey stock received in such merger.

        In connection with the merger with NewCo, the certificate of incorporation of Houlihan Lokey will be amended and restated, such that the capital stock of Houlihan Lokey will consist of three classes of stock (i) Class A common stock, entitled to one vote per share on all matters submitted to a vote of stockholders; (ii) Class B common stock, entitled to ten votes per share on all matters submitted to a vote of stockholders and (iii) undesignated and unissued preferred stock. See "Description of Capital Stock" for additional information. ORIX USA and the HL Holders will receive shares of Class B common stock in the merger. We also anticipate granting restricted shares of Fram under the 2006 Plan to employees in connection with this offering, which will convert into restricted shares of Class B common stock and will be subject to the provisions of the HL Voting Trust Agreement and lock-up agreements. ORIX USA and the HL Holders will sell a portion of their shares of Class B common stock in this offering, which will convert into shares of Class A common stock. All shares sold in this offering will be shares of our Class A common stock.

Effect of the Corporate Reorganization and this Offering

        As a result of the corporate reorganization described above and after giving effect to the sale of shares of our Class A common stock in this offering:

•

ORIX USA will own        shares of Class B common stock, representing      % of the voting power and       % of the economic interest in us;

•

the HL Holders through the HL Voting Trust will own        shares of Class B common stock, representing      % of the voting power and      % of the economic interest in us; and

•

our public stockholders will collectively own            shares of Class A common stock, representing      % of the voting power and      % of the economic interest in us.

        ORIX USA and the HL Voting Trust will collectively hold      % of the voting power in us through their ownership of our Class B common stock.

47

USE OF PROCEEDS

        All of the shares of Class A common stock offered pursuant to this prospectus are being sold by the selling stockholders, ORIX USA and certain of the HL Holders. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock. For more information about the selling stockholders, see "Principal and Selling Stockholders."

48

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015, as follows:

•

on an actual basis;

•

on a pro forma basis, giving effect to the corporate reorganization, including the making of a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure"; and

•

on a pro forma as adjusted basis, giving effect to the pro forma adjustments and the sale by the selling stockholders of             shares of Class A common stock in this offering, the repayment of the short-term note and the payment of estimated offering expenses payable by us.

	As of June 30, 2015
(in thousands, except share and per share data)	Actual			Pro Forma		Pro Forma as Adjusted
	(unaudited)
Cash and cash equivalents	$	97,687		$		$
Receivable from affiliates(1)		196,669
Debt:
New Revolving Credit Facility		—			—		—
New Note		—			45,000		45,000
Existing promissory notes due to former employees(2)		—			18,494		18,494
Short-term note(3)		—					—
Redeemable noncontrolling interest		1,552
Total equity:
Stockholders' equity
Common stock, par value $0.10 per share; 2,500,000 shares authorized, 587,866 shares issued and outstanding, actual; no shares authorized, issued and outstanding pro forma and pro forma as adjusted		59			—		—
Class A common stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual;             shares authorized, no shares issued and outstanding, pro forma;             shares authorized and            shares issued and outstanding, pro forma as adjusted		—			—
Class B common stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual;            shares authorized,            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted		—
Preferred stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual and pro forma;        shares authorized, no shares issued and outstanding, pro forma as adjusted		—			—		—
Additional paid-in capital		675,100
Retained earnings		185,974
Accumulated other comprehensive loss		(10,931	)
Stock subscriptions receivable		(6,715	)
Total stockholders' equity		843,487
Noncontrolling interest		1,835
Total capitalization	$	845,322		$		$

49

(1)

Receivable from affiliates primarily consists of two notes payable on demand owed by affiliates of ORIX USA in connection with cash management services provided to us by ORIX USA. Such notes will be replaced in connection with the offering by a single new Cash Management Agreement (as defined herein) with an affiliate of ORIX USA. The initial amount lent (and payable on demand) under the Cash Management Agreement is expected to be equal to the amount of the existing note owed by such affiliate of ORIX USA as of the closing date of this offering. See "Management's Discussion and Analysis of Financial Condition and Result of Operations—Liquidity and Capital Resources."

(2)

Historically, in connection with the periodic separation of certain of our former employees, and pursuant to the existing Fram Stockholders' Agreement, Fram repurchased shares held by such persons in exchange for promissory notes. As of June 30, 2015, the aggregate principal amount of the various promissory notes is approximately $18.5 million. As part of the corporate reorganization, we will assume Fram's obligations with respect to the promissory notes in exchange for an increase in like amount under our existing cash management arrangement with ORIX Corporate Capital, Inc., a subsidiary of ORIX USA ("OCC"). As described herein, upon the closing of the corporate reorganization, OCC will repay to us all amounts outstanding under the existing cash management arrangement (including the amount incurred in connection with our assumption of Fram's obligations under the promissory notes). For additional information on the promissory notes, see "Description of Indebtedness."

(3)

The short-term note is to be repaid immediately after the consummation of this offering.

50

DIVIDEND POLICY

        Following this offering and subject to applicable law, we intend to pay a quarterly cash dividend initially equal to $             per share of our common stock, commencing with the            quarter of fiscal 2016. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. Under the New Revolving Credit Facility and the New Note, we will be restricted from paying cash dividends in certain circumstances, and we expect these restrictions to continue in the future. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. See "Risk Factors—Risks Related to Our Class A Common Stock and This Offering—While we currently intend to pay a quarterly cash dividend to our stockholders, we may change our dividend policy at any time and we may not continue to declare cash dividends" and "Description of Indebtedness." Prior to the consummation of this offering, we expect to make a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure."

51

DILUTION

        If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Pro forma net tangible book value per share represents our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of our common stock outstanding after giving effect to the corporate reorganization.

        After giving effect to the sale of            shares of Class A common stock in this offering, and the issuance of restricted shares of Fram stock that we anticipate granting under the 2006 Plan to employees in connection with this offering and the conversion of such restricted shares into restricted shares of Class B common stock, and after the payment of estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2015 would have been approximately $             million, or approximately $            per share. This amount represents an immediate dilution in pro forma as adjusted net tangible book value of approximately $            per share to new investors purchasing shares of Class A common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock.

        The following table illustrates this dilution on a per share basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:

Assumed initial public offering price per share	$
Pro forma as adjusted net tangible book value per share as of June 30, 2015 after this offering
Dilution in net tangible book value per share to new investors	$

        The following table summarizes, on a pro forma as adjusted basis as of June 30, 2015, the differences between the number of shares purchased, the total consideration paid in cash and the average price per share that existing owners and new investors paid. The calculation below is based on an assumed initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, before deducting the estimated underwriting discount and estimated offering expenses payable by us:

	Shares purchased				Total consideration
									Average price per share
	Number	Percent			Amount	Percent
Existing shareholders				%	$			%	$
New investors
Total			100	%	$		100	%	$

        A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $             million, $             million and $            per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by the selling stockholders would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $             million, $             million and $            per share, respectively.

52

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table presents the selected consolidated financial data for Houlihan Lokey, Inc. and its subsidiaries. The selected statements of operations data for each of the years in the two-year period ended March 31, 2015 and the selected consolidated balance sheet data as of March 31, 2014 and March 31, 2015 are derived from the audited consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries contained herein. The selected consolidated statements of operations data presented below for the year ended March 31, 2013 has been derived from the audited consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries not included in this prospectus. The selected consolidated statements of operations data for the three months ended June 30, 2014 and June 30, 2015, and the selected consolidated balance sheet data as of June 30, 2015 are derived from the unaudited condensed consolidated financial statements of Houlihan Lokey, Inc. and its subsidiaries included in this prospectus. In the opinion of our management, such unaudited financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for those periods.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or any future reporting period. The information set forth below should be read together with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

53

	Fiscal year ended								Three months ended
($ in thousands)	March 31, 2013		March 31, 2014			March 31, 2015			June 30, 2014		June 30, 2015
									(unaudited)
Consolidated statements of operations data:
Fee revenue:
Corporate Finance	$	214,369	$	260,035		$	367,632		$	77,752	$	78,397
Financial Restructuring		210,969		230,062			207,909			37,671		38,993
Financial Advisory Services		94,494		102,054			105,331			26,079		28,876
Total segment revenues		519,832		592,151			680,872			141,502		146,266
Corporate revenues		453		299			—			—		—
Fee revenue	$	520,285	$	592,450		$	680,872		$	141,502	$	146,266
Operating expenses
Employee compensation and benefits		349,578		414,918			475,100			98,411		93,689
Non-compensation expenses		74,027		74,684			77,118			19,042		28,797
Total operating expenses		423,605		489,602			552,218			117,453		122,486
Operating income		96,680		102,848			128,654			24,049		23,780
Other income and expenses		1,631		2,478			3,481			577		1,321
Income before provision for income taxes		98,311		105,326			132,135			24,626		25,101
Provision for income taxes		39,381		43,898			52,196			10,269		10,030
Net income	$	58,930	$	61,428		$	79,939		$	14,357	$	15,071
Net (income) loss attributable to noncontrolling interest		44		(108	)		(58	)		1		(26	)
Net income attributable to Houlihan Lokey, Inc.	$	58,974	$	61,320		$	79,881		$	14,358	$	15,045
Net income attributable to Houlihan Lokey, Inc. per share—basic and diluted(1)	$	0.10	$	0.10		$	0.14		$	0.02	$	0.03
Weighted average number of shares outstanding used in computing per share amounts—basic and diluted(1)		587,866		587,866			587,866			587,866		587,866
Pro forma as adjusted net income attributable to Houlihan Lokey, Inc. per share—basic and diluted (unaudited)(1)(2)
Pro forma as adjusted weighted average number of shares outstanding (unaudited)(1)(2)

	As of
($ in thousands)	March 31, 2014		March 31, 2015		June 30, 2015
					(unaudited)
Consolidated balance sheet data:
Cash and cash equivalents	$	109,420	$	88,662	$	97,687
Total assets		1,061,226		1,229,848		1,108,895
Total liabilities		346,288		403,960		262,021
Total stockholder's equity		713,689		824,506		845,322

54

	Fiscal year ended									Three months ended
($ in thousands)	March 31, 2013			March 31, 2014			March 31, 2015			June 30, 2014			June 30, 2015
										(unaudited)
Other data:
Number of Clients Paying a Fee Equal to or Greater than $1 million		142			174			193			37			38
Percentage of Fee Revenue from Top 10 Transactions		17	%		15	%		12	%		30	%		27	%
Managing Directors in Corporate Finance (period-end)		49			55			65			62			79
Financial Professionals in Corporate Finance (period-end)		264			272			310			268			332
Managing Directors in Financial Restructuring (period-end)		38			39			40			41			41
Financial Professionals in Financial Restructuring (period-end)		168			172			173			164			175
Managing Directors in Financial Advisory Services (period-end)		23			21			32			23			35
Financial Professionals in Financial Advisory Services (period-end)		158			157			185			159			188
Number of transactions/fee events:
Corporate Finance Completed Transactions		131			141			186			43			45
Financial Restructuring Completed Transactions		67			63			63			17			14
Financial Advisory Services Fee Events		999			997			1,046			394			402
Segment Profit:
Corporate Finance	$	51,128		$	67,088		$	101,266		$	21,097		$	23,426
Financial Restructuring		57,999			56,910			52,246			7,576			9,619
Financial Advisory Services		20,938			24,921			24,344			6,253			6,726
Compensation Ratio:
Corporate Finance		63	%		64	%		64	%		64	%		58	%
Financial Restructuring		63	%		66	%		65	%		65	%		64	%
Financial Advisory Services		62	%		63	%		64	%		63	%		60	%

(1)

See Note 14 to our consolidated financial statements for an explanation of the calculations of our basic and diluted net income attributable to Houlihan Lokey, Inc. per share of common stock, and pro forma net loss per share of common stock.

(2)

The pro forma as adjusted data give effect to the consummation of the proposed corporate reorganization described in the section titled "Organizational Structure," the sale by the selling stockholders of                shares of Class A common stock in this offering, the repayment of the short-term note and the payment of estimated offering expenses payable by us.

55

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our "Selected Consolidated Financial and Other Data" and our historical financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, those discussed in the section entitled "Risk Factors" and those found elsewhere in this prospectus.

Executive Overview

        Established in 1972, Houlihan Lokey is a leading global independent investment bank with expertise in M&A, financings, financial restructurings, and financial advisory services. Through our 17 offices in the United States, Europe and Asia and three offices through our joint ventures in Australia, Singapore and India, we serve a diverse set of clients worldwide including corporations, financial sponsors, and government agencies. We advise our clients on critical strategic and financial decisions employing a rigorous analytical approach coupled with deep product and industry expertise.

        We operate in three segments: Corporate Finance, Financial Restructuring and Financial Advisory Services. In our Corporate Finance business segment, we are an established leader in M&A and capital markets advisory services. Through our Financial Restructuring business segment, we advise on some of the largest and most complex restructurings around the world. Our Financial Advisory Services business segment is one of the largest and most respected valuation and financial opinion, and financial and strategic consulting practices in the United States.

        As of June 30, 2015, we served our clients globally with 695 financial professionals, including 163 Managing Directors. We plan to continue to grow our firm across industry sectors, geographies and products to deliver quality advice and innovative solutions to our clients, both organically and through acquisitions. Recent acquisitions include: Milestone Advisors in December 2012, which we combined with our existing financial institutions group to create a more robust platform; ArchPoint Partners in March 2014, which significantly increased our expertise in the technology sector; Bridge Strategy Group in January 2015, which added strategic consulting to our current consulting capabilities for C-suite relationships; and M.E.S.A. Securities, Inc. in June 2015, which increased our capabilities in the digital and traditional media and entertainment sectors.

        We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters that set forth our fees. A significant portion of our engagements include Progress Fees (as defined herein) consisting of both periodic and milestone-related payments. The timing of milestone-related payments, such as upon the closing of a transaction, is generally not within our control. Accordingly, fee revenue and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

        Corporate revenues were primarily generated by an immaterial ancillary business involving professional networking that was sold in December 2013. Corporate expenses represent expenses that are not allocated to individual business segments such as Office of the Executives, accounting, information technology, compliance, legal, marketing and human resources, including related compensation expense for corporate employees.

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Business Environment and Outlook

        Economic and global financial conditions can materially affect our operational and financial performance. See "Risk Factors" for a discussion of some of the factors that can affect our performance.

        Our fiscal year ends on March 31 of each year. For the year ended March 31, 2015, we earned fee revenue of $680.9 million, or an increase of 15% from the $592.5 million earned during the year ended March 31, 2014. For fiscal 2015 and fiscal 2014, we earned fee revenue of $85.8 million and $84.3 million, respectively, from our international operations. For the three months ended June 30, 2015, we earned fee revenue of $146.3 million, or an increase of 3% from the $141.5 million earned during the three months ended June 30, 2014. For the three months ended June 30, 2015 and 2014, we earned fee revenue of $11.0 million and $9.8 million, respectively, from our international operations.

        Based on historical experience, we believe the current economic condition (high corporate cash balances, healthy capital markets and low interest rates) provides a solid foundation for M&A and capital markets activities. In the United States, our dialogue with clients who are evaluating strategic alternatives remains robust and financing continues to be readily available at historically low cost, which has the potential to fuel continued growth in M&A. In addition, in the current economic environment, companies and financial sponsors globally are pursuing M&A in order to drive greater efficiencies by reducing costs and increasing cash flows.

        At the same time, we continue to experience demand for our Financial Restructuring services due to opportunities arising as a result of dislocations in certain geographies and industries, such as retail, oil and gas and shipping. In the current economic environment, geographic and industry specific dislocations can result in substantial restructuring activity worldwide. In addition, we are well positioned to identify attractive opportunities in geographies where restructuring markets are just beginning to evolve, driven by increased external investment and continued development of financial and legal sophistication, such as India, China and other parts of Asia.

        We intend to leverage our existing infrastructure to capitalize on any global macroeconomic recovery, positive momentum in the M&A cycle, and strength of the global equity markets through deploying our intellectual capital to generate new revenue.

Key Financial Measures

Fee Revenue

        Fee revenue reflects revenues from our Corporate Finance, Financial Restructuring and Financial Advisory Services business segments that substantially consist of fees for advisory services.

        Revenue for all three business segments is recognized when earned and realizable. The amount and timing of the fees paid vary by the type of engagement. In general, advisory fees are paid at the time an engagement letter is signed (Retainer Fees), during the course of the engagement (Progress Fees) or upon the successful completion of a transaction or of an engagement (Completion Fees). Retainer Fees and Progress Fees are recognized based on management's estimates of the relative proportion of services provided through the financial reporting date to the total services required to be performed. Completion Fees are recognized only upon substantial completion of the conditions stipulated by the engagement agreement. In some cases, approval of our fees is required from the courts or other regulatory authority; in these circumstances, the recognition of revenue is often deferred until approval is granted. However, if the fee that is going to be collected from the client is fixed and determinable, and the collectability of the fee is reasonably assured, there are instances when revenue recognition prior to such approval is appropriate under GAAP. In instances when the revenue recognized on a specific engagement exceeds the amounts billed, unbilled work in process is recorded. Billed receivables are recorded as accounts receivable in the statement of financial condition. See

57

"—Critical Accounting Policies and Estimates—Recognition of Revenue" for a more detailed discussion.

        Corporate Finance.    Our Corporate Finance business segment earns fees from our clients for providing general financial advisory services in addition to advice on M&A and capital markets advisory offerings. We advise public and private institutions on a wide variety of situations, including buy side and sell side transactions as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity and liability management transactions, and advise financial sponsors on all types of transactions. The majority of our Corporate Finance revenues consists of Completion Fees. A Corporate Finance transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the initial Retainer Fee and in some cases Progress Fees that may have been earned.

        Financial Restructuring.    Our Financial Restructuring business segment earns fees from our clients for providing advice to debtors and creditors in connection with recapitalization/deleveraging transactions implemented both through bankruptcy proceedings and though out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. As part of these engagements, our Financial Restructuring business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor in possession financing. The majority of our Financial Restructuring revenues consists of Completion Fees. Although atypical, a Financial Restructuring transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the initial Retainer Fees and/or Progress Fees.

        Financial Advisory Services.    Our Financial Advisory Services business segment earns fees from our clients for providing valuations of various assets including: companies, illiquid debt and equity securities, and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. In addition, our Financial Advisory Services business segment renders fairness opinions in connection with mergers and acquisitions and other transactions, solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions. Lastly, Financial Advisory Services provides dispute resolution services to clients where fees are usually based on the hourly rates of our financial professionals. Unlike our Corporate Finance or Financial Restructuring practices, the fees generated in our Financial Advisory Services practice are generally not contingent on the successful completion of a transaction.

Operating Expenses

        Our operating expenses are classified as employee compensation and benefits expenses and non-compensation expenses; headcount is the primary driver of our operating expenses. Expenses are recorded on the combined statements of operations, net of any expenses reimbursed by clients.

        Employee Compensation and Benefits Expenses.    Our employee compensation and benefits expenses, which account for the majority of our operating expenses, are determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market and anticipated compensation requirements for our employees. These factors may fluctuate and as a result, our employee compensation and benefits expenses may fluctuate materially in any particular period. Accordingly, the amount of employee compensation and benefits expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.

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        Our employee compensation and benefits expenses consist of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards for employees. Base salary and benefits are paid ratably throughout the year. Our annual equity based bonus awards include fixed share compensation awards and fixed dollar awards as a component of the annual bonus awards for certain employees. These equity awards are generally subject to annual vesting requirements over a three or four-year period beginning at the date of grant, which occurs in the first quarter of each year; accordingly, the expense is amortized over the stated vesting period. The unvested portion of these awards is subject to forfeitures should the employee depart from the Company. Cash bonuses, which are accrued each quarter, are discretionary and dependent upon a number of factors including company performance and are generally paid in April of each year with respect to prior year performance. Generally, a portion of the cash bonus is also deferred and paid in the third quarter of the next fiscal year.

        Under our existing arrangement with our affiliate, ORIX USA, which will terminate in connection with this offering, our employee compensation and benefits expense to fee revenue ("Compensation Ratio") has been higher than what we intend to target in the future. We have not historically targeted a specific Compensation Ratio, which results in the Compensation Ratio varying by both revenues and segment profitability when comparing across periods. Following the completion of this offering, in managing employee compensation and benefits expense, we intend to focus on the ratio of our awarded employee compensation, which is cash employee compensation and benefits plus deferred incentive employee compensation with respect to the applicable year, to fee revenue ("Awarded Compensation Ratio"). We believe awarded employee compensation reflects the actual compensation cost more accurately than the GAAP measure of compensation cost, which includes applicable-period cash compensation and the amortization of deferred incentive compensation principally attributable to prior periods' deferred compensation. We believe that by managing our business using awarded employee compensation with a consistent deferral policy, we can better manage our compensation costs. We plan to target an Awarded Compensation Ratio of approximately 65% to 66%, excluding certain equity grants awarded in connection with this offering. This Awarded Compensation Ratio will include all of the costs included in our employee compensation and benefits expense as described in the paragraph above. However, if we identify opportunities to grow fee revenue through significant expansion, to position our business during challenging market conditions for future growth or for other reasons, our Awarded Compensation Ratio may increase to a level in excess of this target.

        Non-Compensation Expenses.    The balance of our operating expenses includes costs for travel and related expenses, marketing, rent, information technology services, professional fees, communications, depreciation and amortization, acquisition and transaction costs and other operating expenses. We refer to all of these expenses as non-compensation expenses. The majority of our non-compensation expenses, including travel and related expenses, marketing, rent, information technology services, professional fees and communications, fluctuate in response to changes in headcount. Reimbursed client expenses are netted against non-compensation expenses.

Other Income and Expenses

        Other income and expenses includes (i) interest income earned on non-marketable securities, cash and cash equivalents, loans receivable from affiliates and employee loans, (ii) interest expense associated with our Existing Revolving Credit Facility established with ORIX USA and (iii) equity income from funds and partnership interests where we have more than a minor ownership interest or more than minor influence over operations but do not have a controlling interest and are not the primary beneficiary.

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Net Income Attributable to Noncontrolling Interest

        Net income attributable to noncontrolling interest primarily represents the income associated with persons other than Houlihan Lokey that are our co-investors in a consolidated subsidiary that holds an equity method investment in an unconsolidated entity.

Provision for Income Taxes

        Our affiliate, ORIX USA, files consolidated federal income tax returns and separate returns in state and local jurisdictions. We report income tax expense as if it filed separate returns in all jurisdictions.

        We account for income taxes in accordance with ASC 740, "Income Taxes," which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of our assets and liabilities. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial reporting basis and the tax basis of our assets and liabilities. The measurement of the deferred items is based on enacted tax laws and applicable tax rates. A valuation allowance related to a deferred tax asset is recorded if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Results of Consolidated Operations

        The following is a discussion of our results of operations for the years ended March 31, 2014 and 2015 and the three months ended June 30, 2014 and 2015. For a more detailed discussion of the factors that affected the revenues and the operating expenses of our Corporate Finance, Financial Restructuring and Financial Advisory Services business segments in these periods, see "—Business Segments" below.

	Year Ended March 31,									Three Months Ended June 30,
($ in thousands)	2014			2015			Change			2014		2015			Change
Fee revenue	$	592,450		$	680,872			15	%	$	141,502	$	146,266			3	%
Operating expenses:
Employee compensation and benefits		414,918			475,100			15	%		98,411		93,689			(5	)%
Non-compensation expenses		74,684			77,118			3	%		19,042		28,797			51	%
Total operating expenses		489,602			552,218			13	%		117,453		122,486			4	%
Operating income		102,848			128,654			25	%		24,049		23,780			(1	)%
Other income and expenses		2,478			3,481			40	%		577		1,321			129	%
Income before provision for income taxes		105,326			132,135			25	%		24,626		25,101			2	%
Provision for income taxes		43,898			52,196			19	%		10,269		10,030			(2	)%
Net income	$	61,428		$	79,939			30	%	$	14,357	$	15,071			5	%
Net income attributable to noncontrolling interest		(108	)		(58	)		(46	)%		1		(26	)		N/M
Net income attributable to Houlihan Lokey, Inc.	$	61,320		$	79,881			30	%	$	14,358	$	15,045			5	%

N/M = Not meaningful

        As of March 31, 2014 and 2015, we employed 871 and 953 people, respectively, worldwide. As of June 30, 2014 and 2015, we employed 856 and 981 people, respectively, worldwide.

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Year Ended March 31, 2015 versus March 31, 2014

        Fee revenue was $680.9 million for the year ended March 31, 2015 compared with $592.5 million for the year ended March 31, 2014, representing an increase of 15%. The year-over-year increase in fee revenue was primarily attributable to increased revenues in our Corporate Finance business segment. Corporate Finance revenues increased 41%, Financial Restructuring revenues decreased 10% and Financial Advisory Services revenues increased 3% compared with the year ended March 31, 2014.

        Operating expenses were $552.2 million for the year ended March 31, 2015 compared with $489.6 million for the year ended March 31, 2014, an increase of 13%. Employee compensation and benefits expenses, as a component of operating expenses, were $475.1 million for the year ended March 31, 2015 compared with $414.9 million for the year ended March 31, 2014, an increase of 15%. The increase was primarily due to increased compensation costs resulting from an increase in fee revenue because we utilize a performance-based compensation model, as well as an increase in employee headcount during the year. The Compensation Ratio was 70% for each of the years ended March 31, 2015 and 2014. Non-compensation expenses, as a component of operating expenses, were $77.1 million for the year ended March 31, 2015 compared with $74.7 million for the year ended March 31, 2014, an increase of 3%. Acquisition expenses and acquisition related amortization of intangible assets are a component of non-compensation expenses and were $2.6 million for the year ended March 31, 2015 and $2.2 million for the year ended March 31, 2014.

        Other income and expenses were $3.5 million for the year ended March 31, 2015 compared with $2.5 million for the year ended March 31, 2014, an increase of 40%. The increase was primarily as a result of interest income earned on a receivable from an affiliate which arises from cumulative cash transferred by the Company to ORIX USA or affiliates of ORIX USA for cash management purposes.

        The provision for income taxes for the year ended March 31, 2015 was $52.2 million, which reflected an effective tax rate of 39.5%. The provision for income taxes for the year ended March 31, 2014 was $43.9 million, which reflected an effective tax rate of 41.7%.

Three Months Ended June 30, 2015 versus June 30, 2014

        Fee revenue was $146.3 million for the three months ended June 30, 2015 compared with $141.5 million for the three months ended June 30, 2014, representing an increase of 3%. The quarter over quarter increase in fee revenue was primarily attributable to increased revenues in all three of our business segments. Corporate Finance revenues increased 1%, Financial Restructuring revenues increased 4% and Financial Advisory Services revenues increased 11% compared with the three months ended June 30, 2014.

        Operating expenses were $122.5 million for the three months ended June 30, 2015 compared with $117.5 million for the three months ended June 30, 2014, an increase of 4%. Employee compensation and benefits expenses, as a component of operating expenses, were $93.7 million for the three months ended June 30, 2015 compared with $98.4 million for the three months ended June 30, 2014, a decrease of 5%. The decrease in employee compensation costs was primarily due to an increase in non-compensation expenses, which reduced the compensation available to employees under our current agreement with ORIX USA. The Compensation Ratio was 64.1% for the three months ended June 30, 2015 compared with 69.6% for the three months ended June 30, 2014. Non compensation expenses, as a component of operating expenses, were $28.8 million for the three months ended June 30, 2015 compared with $19.0 million for the three months ended June 30, 2014, an increase of 51%. The increase was primarily due to outside professional service expenses of $6.0 million associated with our initial public offering, corporate reorganization and related activities, an increase in placement fees associated with new hires and an increase in bad debt expense for the three months ended June 30, 2015. Acquisition expenses and acquisition-related amortization of intangible assets are a component of

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non-compensation expense and were $0.5 million for the three months ended June 30, 2015 and $0.2 million for the three months ended June 30, 2014.

        Other income and expenses were $1.3 million for the three months ended June 30, 2015 compared with $0.6 million for the three months ended June 30, 2014, an increase of 129%. The increase was primarily a result of interest income earned on a receivable from an affiliate which arises from cumulative cash transferred by the Company to ORIX USA or affiliates of ORIX USA for cash management purposes.

        The provision for income taxes for the three months ended June 30, 2015 was $10.0 million, which reflected an effective tax rate of 40.0%. The provision for income taxes for the three months ended June 30, 2014 was $10.3 million, which reflected an effective tax rate of 41.7%.

Business Segments

        The following table presents revenues, expenses and contributions from our continuing operations by business segment. The revenues by segment represents each segment's revenues, and the profit by segment represents profit for each segment before corporate expenses, other income and expenses, and income taxes.

	Year Ended March 31,									Three Months Ended June 30,
($ in thousands)	2014			2015			Change			2014			2015			Change
Revenues by Segment
Corporate Finance	$	260,035		$	367,632			41	%	$	77,752		$	78,397			1	%
Financial Restructuring		230,062			207,909			(10	)%		37,671			38,993			4	%
Financial Advisory Services		102,054			105,331			3	%		26,079			28,876			11	%
Total Segment Revenues		592,151			680,872			15	%		141,502			146,266			3	%
Corporate Revenues(1)		299			—			N/M			—			—			—
Total Revenues	$	592,450		$	680,872			15	%	$	141,502		$	146,266			3	%
Segment Profit(2)
Corporate Finance	$	67,088		$	101,266			51	%	$	21,097		$	23,426			11	%
Financial Restructuring		56,910			52,246			(8	)%		7,576			9,619			27	%
Financial Advisory Services		24,921			24,344			(2	)%		6,253			6,726			8	%
Total Segment Profit		148,919			177,856			19	%		34,926			39,771			14	%
Corporate Expenses(1)		(46,071	)		(50,403	)		9	%		(10,877	)		(15,782	)		45	%
Other Income and Expense		2,478			4,682			89	%		577			1,112			93	%
Income Before Provision for Income Taxes	$	105,326		$	132,135			25	%	$	24,626		$	25,101			2	%

N/M = Not meaningful

(1)

Corporate revenues were primarily generated by an immaterial ancillary business that was sold in December 2013. Corporate expenses represent expenses that are not allocated to individual business segments such as Office of the Executives, accounting, information technology, compliance, legal, marketing and human resources.

(2)

We adjust the compensation expense for a business segment in situations where an employee assigned to one business segment is performing work in another business segment and we want to adequately reflect the compensation expense in the business segment where the revenue is being booked.

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Corporate Finance

        Revenue trends in our Corporate Finance business segment are generally correlated to the total volume of U.S. M&A transactions completed. However, deviations from this trend can occur in any given year for a number of reasons including but not limited to changes in our market share or the ability of our clients to close certain transactions which can cause our revenue results to diverge from the level of overall volume of U.S. M&A transactions completed. The information in the table below on the U.S. M&A market and the M&A transaction information that is specific to Houlihan Lokey is based on Thomson Reuters reporting. Announced and completed Houlihan Lokey M&A transactions are those in which we were one of the advisors in the transaction. Not all Houlihan Lokey transactions are announced and therefore reports by Thomson Reuters do not include the full number of our transactions. Houlihan Lokey and other M&A advisors provide advisory services in connection with a number of transactions each year that are not reported to the public and are therefore not included in the information below.

	Year Ended March 31,							Three Months Ended June 30,
	2014		2015		Change			2014		2015		Change
Number of U.S. M&A Transactions Announced		9,798		10,320		5	%		2,569		2,561		—
Number of U.S. M&A Transactions Completed		8,134		8,615		6	%		2,103		2,084		(1	)%
Number of Global M&A Transactions Announced		40,917		44,223		8	%		10,914		11,428		5	%
Number of Global M&A Transactions Completed		28,742		31,147		8	%		7,793		7,408		(5	)%
Number of Houlihan Lokey M&A Transactions Announced		149		189		27	%		57		38		(33	)%
Number of Houlihan Lokey M&A Transactions Completed		139		188		35	%		51		46		(10	)%

Source: Thomson Reuters, based on fiscal year

        According to Thomson Reuters, for the year ended March 31, 2015, the number of U.S. M&A transactions announced and completed increased 5% and 6%, respectively, compared with the year ended March 31, 2014, while the number of U.S. M&A transactions announced and completed for the three months ended June 30, 2015 represented no change and a decrease of 1%, respectively, compared with the three months ended June 30, 2014.

        According to Thomson Reuters, for the year ended March 31, 2015, the number of Houlihan Lokey U.S. M&A transactions announced and completed increased 27% and 35%, respectively, compared with the year ended March 31, 2014, while the number of Houlihan Lokey U.S. M&A transactions announced and completed for the three months ended June 30, 2015 decreased 33% and 10%, respectively, compared with the three months ended June 30, 2014.

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        The following table summarizes the results of our Corporate Finance business segment:

	Year Ended March 31,							Three Months Ended June 30,
($ in thousands)	2014		2015		Change			2014		2015		Change
Revenues	$	260,035	$	367,632		41	%	$	77,752	$	78,397		1	%
Expenses:
Employee compensation and benefits(1)		165,259		235,237		42	%		49,450		45,473		(8	)%
Non-compensation expenses		27,688		31,129		12	%		7,205		9,498		32	%
Total expenses		192,947		266,366		38	%		56,655		54,971		(3	)%
Segment profit	$	67,088	$	101,266		51	%	$	21,097	$	23,426		11	%

(1)

We adjust the compensation expense for a business segment in situations where an employee assigned to one business segment is performing work in another business segment and we want to adequately reflect the compensation expense in the business segment where the revenue is being booked.

Year Ended March 31, 2015 versus March 31, 2014

        Revenues for Corporate Finance were $367.6 million for the year ended March 31, 2015 compared with $260.0 million for the year ended March 31, 2014, representing an increase of 41%. This result compares favorably with the 6% growth in the number of completed U.S. M&A transactions. The increase in revenues is primarily a result of (i) our increasing market share of publicly reported M&A transactions, as the growth in the number of completed U.S. M&A transactions on which we provided advisory services was 35% as compared to 6% for the growth in the overall market for completed U.S. M&A transactions and (ii) an increase in our average fee for our closed Corporate Finance transactions for the year ended March 31, 2015 as compared to the year ended March 31, 2014.

        Total expenses were $266.4 million for the year ended March 31, 2015, compared with $192.9 million for the year ended March 31, 2014, an increase of 38%. Employee compensation and benefits expenses were $235.2 million for the year ended March 31, 2015 compared with $165.3 million for the year ended March 31, 2014, an increase of 42%. The increase in employee compensation and benefits expenses is primarily a result of (i) revenue growth in Corporate Finance resulting in higher absolute compensation to financial professionals, and (ii) a 14% increase in the number of financial professionals in Corporate Finance from March 31, 2014 to March 31, 2015. The Compensation Ratio was 64% for the years ended March 31, 2015 and 2014. Non-compensation expenses were $31.1 million for the year ended March 31, 2015 compared with $27.7 million for the year ended March 31, 2014, an increase of 12%. Non-compensation expenses increased primarily as a result of higher on-line subscription fees and recruitment fees for our senior bankers.

Three Months Ended June 30, 2015 versus June 30, 2014

        Revenues for Corporate Finance were $78.4 million for the three months ended June 30, 2015 compared with $77.8 million for the three months ended June 30, 2014, representing an increase of 1%. This result is slightly better than the 1% decline in the number of completed U.S. M&A transactions.

        Total expenses were $55.0 million for the three months ended June 30, 2015, compared with $56.7 million for the three months ended June 30, 2014, a decrease of 3%. Employee compensation and benefits expenses were $45.5 million for the three months ended June 30, 2015 compared with $49.5 million for the three months ended June 30, 2014, a decrease of 8%. The decrease in employee compensation is primarily a result of an increase in non-compensation expenses which reduced the compensation available to employees under our current agreement with ORIX. The Compensation

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Ratio was 58% for the three months ended June 30, 2015 compared with 64% for the three months ended June 30, 2014. Non-compensation expenses were $9.5 million for the three months ended June 30, 2015 compared with $7.2 million for the three months ended June 30, 2014, an increase of 32%. Non-compensation expenses increased primarily as a result of higher bad debt expense, higher travel related expenses and higher recruitment fees for our senior bankers.

Financial Restructuring

        Revenues trends in our Financial Restructuring business segment are generally correlated to high-yield and leveraged loan default rates, the level of overall leverage in the economy and other trends related to the financial health of the overall economy.

        The following table summarizes the results of the Financial Restructuring business segment:

	Year Ended March 31,							Three Months Ended June 30,
($ in thousands)	2014		2015		Change			2014		2015		Change
Revenues	$	230,062	$	207,909		(10	)%		37,671		38,993		4	%
Expenses:
Employee compensation and benefits(1)		151,428		134,712		(11	)%		24,507		24,950		2	%
Non-compensation expenses		21,724		20,951		(4	)%		5,588		4,424		(21	)%
Total expenses		173,152		155,663		(10	)%		30,095		29,374		(2	)%
Segment profit	$	56,910	$	52,246		(8	)%	$	7,576	$	9,619		27	%

(1)

We adjust the compensation expense for a business segment in situations where an employee assigned to one business segment is performing work in another business segment and we want to adequately reflect the compensation expense in the business segment where the revenue is being booked.

Year Ended March 31, 2015 versus March 31, 2014

        Revenues for Financial Restructuring were $207.9 million for the year ended March 31, 2015 compared with $230.1 million for the year ended March 31, 2014, representing a decrease of 10%. The decrease in revenues is primarily a result of continued strong U.S. capital markets resulting in fewer U.S. restructuring engagements.

        Total expenses were $155.7 million for the year ended March 31, 2015, compared with $173.2 million for the year ended March 31, 2014, a decrease of 10%. Employee compensation and benefits expenses were $134.7 million for the year ended March 31, 2015 compared with $151.4 million for the year ended March 31, 2014, a decrease of 11%. The decrease in employee compensation and benefits expenses is primarily a result of a decline in revenue resulting in lower absolute compensation to financial professionals. The Compensation Ratio was 65% for the year ended March 31, 2015 compared with 66% for the year ended March 31, 2014. Non-compensation expenses were $21.0 million for the year ended March 31, 2015 compared with $21.7 million for the year ended March 31, 2014, a decrease of 4%. Non-compensation expenses decreased compared with the year ended March 31, 2014 primarily as a result of lower recruitment, marketing and other operating expenses.

Three Months Ended June 30, 2015 versus June 30, 2014

        Revenues for Financial Restructuring were $39.0 million for the three months ended June 30, 2015 compared with $37.7 million for the three months ended June 30, 2014, representing an increase of 4%. The increase in revenues is primarily a result of a continued stable global restructuring market.

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        Total expenses were $29.4 million for the three months ended June 30, 2015, compared with $30.1 million for the three months ended June 30, 2014, a decrease of 2%. Employee compensation and benefits expenses were $25.0 million for the three months ended June 30, 2015 compared with $24.5 million for the three months ended June 30, 2014, an increase of 2%. The increase in employee compensation and benefits expenses is primarily a result of growth in revenues for Financial Restructuring resulting in higher absolute compensation to financial professionals and a decrease in non-compensation expenses which increased the compensation available to employees under our current agreement with ORIX. The Compensation Ratio was 64% for the three months ended June 30, 2015 compared with 65% for the three months ended June 30, 2014. Non-compensation expenses were $4.4 million for the three months ended June 30, 2015 compared with $5.6 million for the three months ended June 30, 2014, a decrease of 21%. Non-compensation expenses decreased compared with the year ended June 30, 2014 primarily as a result of lower travel related expenses and other operating expenses.

Financial Advisory Services

        Revenues trends in our Financial Advisory Services business segment can be categorized into two primary components: transaction based services and non-transaction based services. The transaction based services are primarily influenced by the overall market for United States announced M&A and financing transactions in a given year. Non-transaction based services are not necessarily correlated with either M&A or financing volume and tend to occur regardless of the health of the M&A environment or the capital markets. Transaction based services include fairness opinions, solvency opinions, purchase price allocations, and other transaction based opinions and advisory services.

        The following table summarizes the results of the Financial Advisory Services business segment.

	Year Ended March 31,							Three Months Ended June 30,
($ in thousands)	2014		2015		Change			2014		2015		Change
Revenues	$	102,054	$	105,331		3	%	$	26,079	$	28,876		11	%
Expenses:
Employee compensation and benefits(1)		64,770		66,981		3	%		16,475		17,368		5	%
Non-compensation expenses		12,363		14,006		13	%		3,351		4,782		43	%
Total expenses		77,133		80,987		5	%		19,826		22,150		12	%
Segment profit	$	24,921	$	24,344		(2	)%	$	6,253	$	6,726		8	%

(1)

We adjust the compensation expense for a business segment in situations where an employee assigned to one business segment is performing work in another business segment and we want to adequately reflect the compensation expense in the business segment where the revenue is being booked.

Year Ended March 31, 2015 versus March 31, 2014

        Revenues for Financial Advisory Services were $105.3 million for the year ended March 31, 2015 compared with $102.1 million for the year ended March 31, 2014, representing an increase of 3%. The increase in revenues is primarily a result of continued growth in the overall market for U.S. M&A transactions for the same period.

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        Total expenses were $81.0 million for the year ended March 31, 2015, compared with $77.1 million for the year ended March 31, 2014, an increase of 5%. Employee compensation and benefits expenses were $67.0 million for the year ended March 31, 2015 compared with $64.8 million for the year ended March 31, 2014, an increase of 3%. The increase in employee compensation and benefits expenses is primarily a result of revenue growth in Financial Advisory Services resulting in higher absolute compensation to financial professionals. The Compensation Ratio was 64% for the year ended March 31, 2015 compared with 63% for the year ended March 31, 2014. The non-compensation expenses were $14.0 million for the year ended March 31, 2015 compared with $12.4 million for the year ended March 31, 2014, an increase of 13%. Non-compensation expenses increased compared with the year ended March 31, 2014 primarily as a result of higher recruitment fees, marketing and travel expenses.

Three Months Ended June 30, 2015 versus June 30, 2014

        Revenues for Financial Advisory Services were $28.9 million for the three months ended June 30, 2015 compared with $26.1 million for the three months ended June 30, 2014, representing an increase of 11%. The increase in revenues is primarily a result of the inclusion of revenues from our strategic consulting business in the quarter ended June 30, 2015, which we acquired in January 2015, where there were no revenues from strategic consulting in the quarter ended June 30, 2014.

        Total expenses were $22.2 million for the three months ended June 30, 2015, compared with $19.8 million for the three months ended June 30, 2014, an increase of 12%. Employee compensation and benefits expenses were $17.4 million for the three months ended June 30, 2015 compared with $16.5 million for the three months ended June 30, 2014, an increase of 5%. The increase in employee compensation and benefits expenses is primarily a result of revenue growth in Financial Advisory Services, resulting in higher absolute compensation to financial professionals offset by higher non-compensation expenses, which reduced the compensation available to employees under our current agreement with ORIX USA. The Compensation Ratio was 60% for the three months ended June 30, 2015 compared with 63% for the three months ended June 30, 2014. The non compensation expenses were $4.8 million for the three months ended June 30, 2015 compared with $3.4 million for the three months ended June 30, 2014, an increase of 43%. Non compensation expenses increased compared with the three months ended June 30, 2014 primarily as a result of higher recruitment fees, travel related expenses and other professional services.

Corporate Revenues and Expenses

Year Ended March 31, 2015 versus March 31, 2014

        There were no corporate revenues for the year ended March 31, 2015 compared with $0.3 million for the year ended March 31, 2014. Corporate revenues were primarily generated by an immaterial ancillary business that was sold in December 2013. Corporate expenses were $50.4 million for the year ended March 31, 2015 compared with $46.1 million for the year ended March 31, 2014, representing an increase of 9%. Corporate expenses include expenses that are not allocated to individual business segments such as Office of the Executives, accounting, information technology, compliance, legal, marketing and human resources, including related employee benefit and compensation expense for corporate employees. The increase in corporate expenses is primarily a result of increased compensation costs to corporate employees.

Three Months Ended June 30, 2015 versus June 30, 2014

        There were no corporate revenues for the three months ended June 30, 2015 or for the three months ended June 30, 2014. Corporate expenses were $15.8 million for the three months ended June 30, 2015 compared with $10.9 million for three months ended June 30, 2014, representing an

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increase of 45%. The increase in corporate expenses is primarily a result of outside professional service expenses associated with our initial public offering, corporate reorganization and related activities.

Liquidity and Capital Resources

        Our current assets have historically comprised cash, a loan receivable from an affiliate and receivables related to fees earned from providing advisory services. Our current liabilities include accrued expenses, including accrued employee compensation and benefit expense.

        Our cash and cash equivalents include cash held at banks. We have not experienced any losses in our cash accounts. We maintain certain minimum levels of cash on hand in support of regulatory requirements for our registered broker/dealer. Excess cash on hand is generally maintained in a receivable owed by OCC, for which we receive interest income and which is repayable on demand. In addition, ORIX USA periodically reduces the loan for quarterly tax settlements and certain allocated corporate overhead costs. We also maintain a receivable owed by OGC.

        In connection with this offering, we intend to enter into a new cash management loan agreement (the "Cash Management Agreement") between a U.K. subsidiary of ours and OGC. Under the Cash Management Agreement, we will have the ability to lend excess cash to OGC and all amounts lent are payable on demand. OGC will pay interest to us under the Cash Management Agreement at a rate of LIBOR plus 165 basis points, calculated and payable monthly. The Cash Management Agreement will have a maximum commitment of $150 million. Pursuant to a guarantee agreement with ORIX USA, ORIX USA will guarantee the obligations of OGC under the Cash Management Agreement that arise during the term of such agreement.

        We pay a significant portion of our incentive compensation during November and April of each fiscal year. Therefore, levels of cash generally decline during the first quarter of each year and again in November of each fiscal year after incentive compensation is paid to our employees and then cash and the loan to affiliates gradually increase over the remainder of the year. We generally expect these cash management patterns to continue.

        In fiscal 2015 and fiscal 2014, we paid dividends in the amounts of $2.2 million and $1.1 million, respectively. Following this offering and subject to applicable law, we intend to pay a quarterly cash dividend initially equal to $        per share of common stock, commencing with the          quarter of fiscal 2016. See "Dividend Policy."

        As of March 31, 2015 and March 31, 2014 our cash equivalents were $88.7 million and $109.4 million, respectively, and our loan receivable from ORIX USA and other affiliates was $327.9 million and $171.4 million, respectively.

        As of June 30, 2015 and June 30, 2014, our cash equivalents were $97.7 million and $72.2 million, respectively, and our loan receivable from ORIX USA and other affiliates was $196.7 million and $139.9 million, respectively. Our liquidity is highly dependent upon cash receipts from clients which in turn are generally dependent upon the successful completion of transactions as well as the timing of receivable collections, which typically occurs within 60 days of billing. As of March 31, 2015 and March 31, 2014 accounts receivable were $57.5 million and $50.6 million, respectively. As of June 30, 2015 and June 30, 2014, accounts receivable were $52.6 million and $36.3 million, respectively.

        We maintain a revolving line of credit pursuant to a loan agreement, dated as of April 1, 2009 (the "Existing Revolving Credit Facility"), by and among Houlihan, Lokey, Howard & Zukin, Inc. (now Houlihan Lokey, Inc.) and our affiliate, ORIX USA, in the amount of $100.0 million which has never been drawn and expires on the earlier of (i) January 1, 2016 and (ii) one year after a change of control event. For a description of the terms of the Existing Revolving Credit Facility, see "Description of Indebtedness." Prior to this offering, we intend to replace the Existing Revolving Credit Facility with the New Revolving Credit Facility.

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Cash Flows

        Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of our incentive compensation during November and April of each fiscal year. Therefore, levels of cash generally decline during the first quarter of each fiscal year and again in the third quarter of each fiscal year after incentive compensation is paid to our employees and then cash and the loan to affiliates gradually increase over the remainder of the year. We expect the timing of these cash flows to be similar going forward.

        A summary of our operating, investing and financing cash flows is as follows:

	Year Ended March 31,									Three Months Ended June 30,
($ in thousands)	2014			2015			Change			2014			2015			Change
Cash provided by (used in)
Operating activities:
Net income	$	61,428		$	79,939			30	%	$	14,357		$	15,071			5	%
Non-cash charges		22,983			24,110			5	%		9,703			10,145			5	%
Other operating activities		80,600			92,458			15	%		(90,774	)		(131,705	)		45	%
Total operating activities		165,011			196,507			19	%		(66,714	)		(106,489	)		60	%
Investing activities		(121,984	)		(213,464	)		75	%		30,718			115,665			277	%
Financing activities		(3,264	)		(1,531	)		(53	)%		(1,321	)		(495	)		(63	)%
Effect of exchange rate changes		1,271			(2,270	)		N/M			111			344			210	%
Net increase (decrease) in cash and cash equivalents		41,034			(20,758	)		N/M			(37,206	)		9,025			N/M
Cash and cash equivalents—beginning of year		68,386			109,420			60	%		109,420			88,662			(19	)%
Cash and cash equivalents—end of year	$	109,420		$	88,662			(19	)%	$	72,214		$	97,687			35	%

N/M = Not meaningful

Year Ended March 31, 2015

        Operating activities resulted in a net inflow of $196.5 million. Investing activities resulted in a net outflow of $213.5 million primarily attributable to an increase in receivables to affiliates. Financing activities resulted in a net outflow of $1.5 million primarily related to dividend distributions.

Year Ended March 31, 2014

        Operating activities resulted in a net inflow of $165.0 million. Investing activities resulted in a net outflow of $122.0 million primarily attributable to an increase in receivables to affiliates. Financing activities resulted in a net outflow of $3.3 million primarily related to dividend distributions.

Three Months Ended June 30, 2015

        Operating activities resulted in a net outflow of $106.5 million primarily attributable to annual bonuses paid in April 2015. Investing activities resulted in a net inflow of $115.7 million primarily attributable to a decrease in receivables from affiliates. Financing activities resulted in a net outflow of $0.5 million primarily related to dividend distributions.

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Three Months Ended June 30, 2014

        Operating activities resulted in a net outflow of $66.7 million. Investing activities resulted in a net inflow of $30.7 million primarily attributable to a decrease in receivables from affiliates. Financing activities resulted in a net outflow of $1.3 million primarily related to dividend distributions.

Contractual Obligations

        The following table sets forth information relating to our contractual obligations as of March 31, 2015:

	Payment Due by Period
($ in thousands)	Total		Less than 1 Year		2 - 3 Years		4 - 5 Years		More than 5 Years
Operating Leases	$	111,442	$	16,096	$	31,840	$	27,366	$	36,140
Total	$	111,442	$	16,096	$	31,840	$	27,366	$	36,140

        In conjunction with an acquisition in December 2012, the purchase agreement provided for certain earnout rights to the selling group. These rights stipulate that additional payments in the form of cash and stock will be made on March 31, 2015 and 2016 should certain revenue thresholds be met by certain individuals employed by the seller at the date of the acquisition. These obligations were capitalized as a liability as a component of the purchase price allocation of the acquired entity and are reduced by payments made and adjusted periodically to fair value, which was $2.8 million as of March 31, 2015.

        In conjunction with an acquisition in March 2014, we granted certain put rights to the selling group which provides for the sale of the remaining minority interest in the 120-day period beginning on December 31, 2017. These rights were booked as a redeemable non-controlling interest as of the acquisition date and are adjusted periodically to fair value which was $1.4 million as of March 31, 2015.

        In conjunction with an acquisition in January 2015, the purchase agreement provided for certain deferred consideration payments which are payable in the form of cash and stock on June 30, 2015, 2016 and 2017. These obligations were capitalized as a liability as a component of the purchase price allocation of the acquired entity and are adjusted periodically to fair value, which was $3.3 million as of March 31, 2015. In addition, the purchase agreement provided for certain earnout rights to the selling group. These rights stipulate that additional payments in the form of cash will be made on January 1, 2019 and 2020 should certain revenue thresholds be met by certain individuals employed by the seller at the date of the acquisition. These obligations were capitalized as a liability as a component of the purchase price allocation of the acquired entity and are adjusted periodically to fair value, which was $2.3 million as of March 31, 2015.

        We maintain certain stand-by letters of credit and bank guarantees with Bank of America in support of various office leases totaling approximately $2.0 million.

Off-Balance Sheet Arrangements

        We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our combined financial statements except for those described under "—Contractual Obligations" above.

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Market Risk and Credit Risk

        Our business is not capital-intensive and we generally do not issue debt or invest in derivative instruments. As a result, we are not subject to significant market risk (including interest rate risk, foreign currency exchange rate risk and commodity price risk) or credit risk.

Risks Related to Cash and Short Term Investments

        Our cash is maintained in United States and non-United States bank accounts. We have exposure to a foreign exchange risks through our London (GBP) entity. However, we believe our cash is not subject to any material interest rate risk, equity price risk, credit risk or other market risk. Our cash is managed by our affiliate, ORIX USA, and is subject to demand notes in our favor. Following the consummation of this offering, consistent with our past practice, we expect to maintain our cash in bank accounts or highly liquid securities, including a demand note from OGC under the Cash Management Agreement.

Exchange Rate Risk

        We are exposed to the risk that the exchange rate of the United States dollar relative to other currencies may have an adverse effect on the reported value of our non-United States dollar denominated or based assets and liabilities. In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the currencies in the countries in which we operate and the United States dollar, in which our financial statements are denominated. For the years ended March 31, 2015 and March 31, 2014 respectively, the net impact of the fluctuation of foreign currencies in other comprehensive income within the audited consolidated statements of comprehensive income was $(2.4) million and $1.3 million, respectively. For the three months ended June 30, 2015 and 2014, respectively, the net impact of the fluctuation of foreign currencies in other comprehensive income within the unaudited consolidated statements of comprehensive income was $0.4 million and $0.1 million, respectively. From time to time, we have entered into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods.

Credit Risk

        We regularly review our accounts receivable and allowance for doubtful accounts by considering factors such as historical experience, credit quality, age of the accounts receivable and recoverable expense balances, and the current economic conditions that may affect a customer's ability to pay such amounts owed to us. We maintain an allowance for doubtful accounts that, in our opinion, provides for an adequate reserve to cover losses that may be incurred. See "—Critical Accounting Policies and Estimates—Accounts Receivable and Unbilled Work in Progress."

Critical Accounting Policies and Estimates

        We believe that the critical accounting policies included below represent those that are most important to the presentation of our financial condition and results of operations and require management's subjective and complex judgment. For a discussion of these and other critical accounting policies and their impact on our consolidated financial statements, see Note 2—Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this prospectus.

        The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual

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results may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary.

        Historically, and until the closing of this offering, certain expenses have been allocated from ORIX USA to Houlihan Lokey based on an allocation of incurred corporate level support services. For the fiscal year ended March 31, 2015 and the three months ended June 30, 2015, the allocation from ORIX USA to Houlihan Lokey was $2.5 million and $0.4 million, respectively. After this offering, this allocation will be replaced with a services agreement with ORIX USA, whereby ORIX USA will provide certain administrative services to Houlihan Lokey for a fee. See "Certain Relationships and Related Party Transactions" for further information.

Recognition of Revenue

        We earn fees from our clients for providing advisory services on mergers, acquisitions, divestitures, leveraged buyouts, financings, restructurings and similar corporate finance matters. It is our accounting policy to recognize revenue when (i) there is persuasive evidence of an arrangement with a client, (ii) fees are fixed or determinable, (iii) the agreed-upon services have been completed and delivered to the client or the transaction or events contemplated in the engagement letter are determined to be substantially completed and (iv) collectability is reasonably assured. We record revenue on the Consolidated Statements of Operations as follows:

        In general, advisory fees are paid at the time we sign an engagement letter (Retainer Fees), during the course of the engagement (Progress Fees) or upon the successful completion of a transaction or of an engagement (Completion Fees). Retainer Fees and Progress Fees are recognized based on management's estimates of the relative proportion of services provided through the financial reporting date to the total services required to be performed. Completion Fees are recognized only upon substantial completion of the conditions stipulated by the engagement agreement. In some circumstances, and as a function of the terms of an engagement letter, we may receive Retainer Fees for advisory services concurrently with, or soon after, the execution of the engagement letter where the engagement letter will specify a future service period associated with that fee. In such circumstances, these Retainer Fees are initially recorded as deferred revenue, which is recorded within Other Current Liabilities on the Consolidated Statements of Financial Condition, and subsequently recognized as revenue during the applicable time period within which the service is rendered.

        Revenues related to fairness or valuation opinions are recognized when the opinion has been rendered and delivered to the client and all other requirements for revenue recognition are satisfied. Completion Fees for advisory services, such as M&A advice, are recognized when the transaction(s) or event(s) are determined to be completed or substantially completed and all other requirements for revenue recognition are satisfied. In the event the Company were to receive a fee for an opinion or a Completion Fee in advance of the completion conditions noted above, such fee would initially be recorded as deferred revenue and subsequently recognized as advisory fee revenue when the conditions of completion have been satisfied. Revenues under fixed fee contracts are recognized based on management's determination of the milestone or stage achieved for each engagement (e.g., retained, performance of analysis, delivery of work product, etc.) to which standardized percentages of completion of the total services required to be performed have been assigned by the accounting function in collaboration with management. In some cases, approval of our fees is required from the courts or other regulatory authority; in these circumstances, the recognition of revenue is often deferred until approval is granted. However, if the fee that is going to be collected from the client is fixed and determinable, and the collectability of the fee is reasonably assured, there are instances when revenue recognition prior to such approval is appropriate under GAAP. In instances when the revenue recognized on a specific engagement exceeds the amounts billed, unbilled work in process is recorded. Billed receivables are recorded as accounts receivable in the statement of financial condition. Taxes, including value added taxes, collected from customers and remitted to governmental authorities are

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accounted for on a net basis and therefore are excluded from revenue in our consolidated statements of comprehensive income.

Operating Expenses

        The majority of our operating expenses relates to compensation and benefits for employees, which includes the amortization of the relevant portion of our share-based incentive plans. We account for share-based payments in accordance with Financial Accounting Standards Board issued ASC 718, "Compensation—Stock Compensation" ("ASC 718"). We grant employees performance-based awards that vest upon the occurrence of certain performance criteria being achieved. Employee compensation and benefit expense is accrued if it is probable that the performance condition will be achieved and is not accrued if it is not probable that the performance condition will be achieved. Significant judgment is required in determining the probability that the performance criteria will be achieved. The fair value of awards that vest from one to five years are amortized over the vesting period or requisite substantive service period, as required by ASC 718. See Note 10—Employee Benefit Plans to our audited consolidated financial statements included elsewhere in this prospectus for more information.

        Other examples of operating expenses include: travel, meals and entertainment; rent; depreciation and amortization, professional fees, which relate primarily to outside legal and consulting fees and employee training costs; office expenses, which include such items as repairs and maintenance; information, technology and communication costs; office supplies; postage and delivery costs; and other operating expenses, which include such items as business license and registration fees, non-income-related taxes, and charitable contributions. Reimbursements received from customers for out-of-pocket expenses we incur are presented net against the related expenses in the accompanying consolidated statements of comprehensive income.

Accounts Receivable

        The allowance for doubtful accounts on receivables reflects management's best estimate of probable inherent losses determined principally on the basis of historical experience and review of uncollected revenues and is recorded through bad debt expense in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts.

Provision for Income Taxes

        ORIX USA and its subsidiaries, including the Company, file consolidated federal income tax returns and separate returns in state and local jurisdictions. We report income tax expense as if we filed separate returns in all jurisdictions.

        Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial reporting basis and the tax basis of our assets and liabilities. The measurement of the deferred items is based on enacted tax laws and applicable tax rates. A valuation allowance related to a deferred tax asset is recorded if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Goodwill and Intangible Assets

        Goodwill represents an acquired company's acquisition cost over the fair value of acquired net tangible and intangible assets. Goodwill is the net asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets identified and accounted for include trade names and marks, backlog, developed technologies, and customer relationships. Those intangible assets with finite lives, including backlog and customer relationships, are amortized over their estimated useful lives. We have

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a deferred tax liability in the amount of approximately $77 million as of June 30, 2015 related to trade names.

        During 2015 and 2014, goodwill was reviewed for impairment in accordance with Accounting Standards Update (ASU) No. 2011-08, Testing Goodwill for Impairment, which permits us to make a qualitative assessment of whether it is more likely than not that one of our reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If we conclude that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then we would not be required to perform the two-step impairment test for that reporting unit. If the assessment indicates that it is more likely than not that the reporting unit's fair value is less than its carrying value, we must test further for impairment utilizing a two-step process. Step 1 compares the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment exists and is measured in Step 2 as the excess of the recorded amount of goodwill over the implied fair value of goodwill resulting from the valuation of the reporting unit. Impairment testing of goodwill requires a significant amount of judgment in assessing qualitative factors and estimating the fair value of the reporting unit, if necessary. The fair value is determined using an estimated market value approach, which considers estimates of future after tax cash flows, including a terminal value based on market earnings multiples, discounted at an appropriate market rate. During the 2015 and 2014 annual impairment reviews, management concluded that it is not more likely than not that our fair value is less than its carrying amount and no further impairment testing was considered necessary.

        During 2015 and 2014, indefinite lived intangible assets were reviewed for impairment in accordance with ASU 2012-02, Testing Indefinite-lived Intangible Assets for Impairment, which provides us the option to perform a qualitative assessment. If it is more likely than not that the asset is impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment expense. During the 2015 and 2014 annual impairment review of indefinite lived intangible assets, we determined that it is not more likely than not that the fair values were less than the carrying values.

        Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group (inclusive of other long-lived assets) be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During 2015 and 2014, no events or changes in circumstances were identified that indicated that the carrying amount of the finite-lived intangible assets were not recoverable.

Recent Accounting Developments

        For a discussion of recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2—Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this prospectus.

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BUSINESS

Overview

        Established in 1972, Houlihan Lokey is a leading global independent investment bank with expertise in M&A, financings, financial restructurings and financial advisory services. Through our offices in the United States, Europe, Asia and Australia, we serve a diverse set of clients worldwide including corporations, financial sponsors and government agencies. We provide our financial professionals with an integrated platform that enables them to deliver meaningful and differentiated advice to our clients. We advise our clients on critical strategic and financial decisions employing a rigorous analytical approach coupled with deep product and industry expertise. We market our services through our product areas, our industry groups and our Financial Sponsors group, serving our clients in three primary business practices: Corporate Finance (encompassing M&A and capital markets advisory), Financial Restructuring (both out-of-court and in formal bankruptcy or insolvency proceedings) and Financial Advisory Services (including financial opinions and a variety of valuation and financial consulting services).

        As of June 30, 2015, we had a team of 695 financial professionals across 17 offices globally and an additional three offices through our joint ventures, serving approximately 800 clients annually over the past several years, ranging from closely held companies to Fortune Global 500 corporations. Our Corporate Finance group is the leading M&A and capital markets advisor for mid-cap transactions. We were ranked the #1 M&A advisor for United States transactions under $5 billion in 2014 and we have been the #1 M&A advisor for United States mid-cap transactions every year for the last nine years (2006-2014). We also have one of the largest, most experienced restructuring practices globally, having advised on more than 1,000 restructuring transactions, including 12 of the 15 largest United States bankruptcies, since 2000. In 2014, we were ranked as the #1 global financial restructuring advisor and in 2013, we were recognized as the Global Restructuring Advisor of the Year by the IFR and European Restructuring House of the Year by Financial News, in addition to receiving recognition for our roles on seminal and complex United States and cross-border M&A transactions in 2013 and 2014. Finally, we are a respected market leader in Financial Advisory Services, as we have been ranked as the #1 U.S. M&A fairness opinions advisor over the past ten years.

        We are committed to a set of principles that serve as the backbone to our success. Independent advice and intellectual rigor, combined with consistent senior-level involvement, are hallmarks of our commitment to client service. Our entrepreneurial culture engenders the flexibility to collaborate across our business practices to provide world-class solutions for our clients. Our broad based employee ownership serves to align the interests of employees and shareholders and further encourages a collaborative environment where our Corporate Finance, Financial Restructuring and Financial Advisory Services groups work together productively and creatively to solve our clients' most critical financial issues. We enter into businesses or offer services where we believe we can excel based on our expertise, analytical sophistication, industry focus and competitive dynamics. Finally, we remain independent and specialized, focusing on advisory products and market segments where our expertise is both differentiating and less subject to conflicts of interest arising from non-advisory services, and where we believe we can be a market leader in a particular segment. We do not lend or engage in any securities sales and trading operations or research which might conflict with our clients' interests.

        We believe that the continuity of our senior leadership over an extended period of time has contributed to our differentiated business model and unique culture. The four members of our Office of the Executives have been employed by us for an average of 27 years. In addition, we have experienced very low turnover across our Managing Director ranks, with the tenure of our Managing Directors averaging ten years. We believe this continuity of leadership and partnership culture is unique in the investment banking industry and results in increased collaboration across our product and industry groups.

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        Due to our diversified business mix, our Corporate Finance and Financial Restructuring practices have historically acted as natural balances to each other, helping us grow our revenues and profitability throughout economic cycles. Our institutional flexibility and product mix provide our bankers with opportunities to advise their clients in almost any market conditions, thereby reducing our historical need to make significant downward adjustments to our employee base in challenging market conditions. From fiscal 2000 to fiscal 2015, our revenues grew from $144.1 million to $680.9 million, and our net income during the same period grew from $15.6 million to $79.9 million.

        Shown below are select transactions across our industry groups and product lines:

*

Represents total debt at time of restructuring.

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Our Services

        We provide our financial professionals with an integrated platform that enables them to deliver meaningful and differentiated advice to our clients. We market our services through our product areas, our industry groups and our Financial Sponsors group, who then work collaboratively with our product bankers to deliver comprehensive solutions and seamless execution for our clients. This marketing effort is combined with an extensive network of referral relationships with law firms, consulting firms, accounting firms and other professional services firms that have been developed by our Financial Advisory Services professionals who maintain those relationships as potential referral sources and direct clients across all of our product lines. Our global reach and local on-the-ground presence, with 695 financial professionals in 17 offices worldwide in major and emerging financial centers and an additional three offices through our joint ventures as of June 30, 2015, is an attractive feature for our client base.

        We have a diversified financial advisory platform. Our business features low revenue concentration and low client concentration: our largest client fee in fiscal 2015 represented less than 2% of our revenues, and each of our business segments enjoys a large and diversified client base; in particular, our Corporate Finance group closed 186 transactions in fiscal 2015, our Financial Restructuring group closed 63 transactions in fiscal 2015 and our Financial Advisory Services group had over 1,000 fee events in fiscal 2015.

Corporate Finance

        As of June 30, 2015, we had 332 Corporate Finance professionals utilizing a collaborative, interdisciplinary approach in order to provide our clients with extensive industry experience, product expertise and global reach in a wide variety of M&A and financing transactions. We compete with boutique firms focused on particular industries or geographies as well as other independent investment banks and bulge-bracket firms. A majority of our engagements represent mid-cap transactions, which we believe is an attractive segment that is underserved by bulge-bracket investment banks. We believe that our deep sector expertise, significant senior banker involvement and attention, strong financial sponsor relationships and global platform provide a compelling value for our clients, engendering long-term relationships and making it difficult for our peers to compete against us in this segment of the market.

        We believe that executing transactions in both the mid-cap and large-cap markets results in less volatile revenues, driven by a significantly larger number of transactions in the mid-cap segment. In 2014, Thomson Reuters reported that 92% of the M&A transactions in the United States where the value of the transaction was disclosed were mid-cap transactions. Moreover, the number of mid-cap transactions has been meaningfully less volatile year-over-year than the corresponding number for large-cap transactions. We believe that having the flexibility to execute in both markets provides a competitive advantage over bulge-bracket firms that focus almost exclusively on large-cap transactions. Finally, we believe that mid-cap companies tend to have a greater need for financial advice when they consider corporate transactions, as they often lack robust, dedicated internal resources for corporate development and financing.

        We believe that through our industry groups we have a meaningful presence in every major industry segment, including aerospace & defense; business services; consumer, food & retail; energy; financial institutions; healthcare; industrials; real estate; and technology, media & telecommunications. We continue to expand and deepen our specialized industry capabilities, most recently with the acquisitions of Milestone Advisors, a specialized financial institutions-focused advisory firm, in December 2012, of ArchPoint Partners, a technology-focused advisory firm, in March 2014, and of M.E.S.A. Securities, Inc., a digital media and entertainment-focused advisory firm, in June 2015. In addition, in July 2015, we announced our pending acquisition of McQueen Limited, a United

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Kingdom-based corporate finance advisor to the consumer, food and retail sectors. While the majority of our engagements are in the United States, we continue to enhance our M&A presence in other geographies, including Europe, Asia and Australia, and we believe there will be more opportunities to acquire similar specialized advisors.

        Our industry groups are complemented by our Financial Sponsors group, one of the most extensive dedicated coverage groups for private equity and hedge fund institutions in the industry, consisting of senior financial professionals covering more than 400 private equity firms, 200 hedge funds and approximately 50 family offices. As financial sponsors have continued to grow in importance, our commitment to covering this client base has become an important advantage in growing and maintaining our market share.

        We receive a Retainer Fee on the majority of our Corporate Finance engagements, in addition to a Completion Fee. In fiscal 2015, we advised on 186 Corporate Finance transactions that closed during the fiscal year.

        Our Corporate Finance activities comprise two significant categories:

Mergers & Acquisitions:    We have extensive expertise in mergers, acquisitions, divestitures, activist shareholder and takeover defense and other related advisory services for a broad range of United States and international clients. Our Corporate Finance professionals have relationships with thousands of companies and financial sponsors, providing us with valuable insights into a wide variety of relevant markets.

Our M&A business consists primarily of sell side and buy side engagements. In particular, we have developed a reputation in the marketplace as one of the most prolific sell side advisors, consistently selling more companies under $1 billion than any competitor. We offer our advice to a diverse set of parties, including public and private company executives, boards of directors, special committees and financial sponsors.

We believe our team of experienced and talented financial professionals is well positioned to provide advice across a wide range of M&A advisory services globally, including sell side, buy side, joint ventures, asset sales and divestitures that are less subject to conflicts of interest arising from non-advisory services. Our global industry group model with embedded M&A capabilities brings sector-specific knowledge, experience and relationships to our clients, allowing us to provide differentiated expert advice and connect buyers on a global basis.

Our accomplishments in M&A have earned us consistent recognition throughout the industry, and over the last ten years we have consistently been one of the most active M&A advisors in the United States.

We bring a deep set of expertise when we advise clients on the sale of a company, a business, or a portfolio of assets. Our sell side services may include:

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advising on the appropriate timing and structure of a potential sale or alternative liquidity event;

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advising on the appropriate sale process in relation to the client's financial and strategic priorities;

•

advising on the potential valuation from strategic buyers and financial sponsors;

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identifying, prioritizing and providing insights on a set of potential buyers and managing communication with buyers;

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developing company positioning and key documents for potential buyers;

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•

coordinating, assisting and acting as a liaison between clients and buyers during due diligence;

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evaluating buyer proposals and advising clients on transaction terms including governance, financial structuring and timing;

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negotiating and facilitating the execution of transactions; and

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providing a fairness opinion to assess the terms of the sale, when requested.

We also advise clients on the potential acquisition of a company, a business, or a portfolio of assets. Our buy side services may include:

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advising on a variety of acquisition or growth strategies;

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identifying, prioritizing and providing insights on a set of potential targets;

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advising on the potential valuation of the business and our client's ability to pay;

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advising on transaction terms including governance, structuring and timing;

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analyzing potential financing alternatives;

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assisting in the due diligence process;

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negotiating and facilitating the execution of transactions; and

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providing a fairness opinion to assess the terms of the purchase, when requested.

Capital Markets Advisory:    We provide global financing solutions and capital-raising advisory services for a broad range of corporate and private equity clients across all industry verticals, from large, publicly-held, multinational corporations to financial sponsors to privately-held companies founded and run by entrepreneurs.

Our capital markets advisory professionals leverage a wide array of longstanding, senior-level lender and investor relationships, including with traditional and non-traditional direct capital providers (such as institutional credit funds, commercial finance companies, business development companies, insurance companies, pension funds, mutual funds, global asset managers, special situations investors and structured equity providers). As the traditional syndicated capital markets are becoming increasingly complex and more regulated, the private capital markets have developed to provide an alternative source of flexible capital that can be tailored to meet clients' needs.

We believe we excel in providing our clients with sophisticated and thoughtful advice and access to traditional and non-traditional capital providers in the private and public capital markets. Our objective is to create a capital structure that enables the client to achieve its strategic priorities on the best terms available in the market, which often involves raising more than one type of capital, sometimes from multiple capital providers. Our private capital markets advisory services may include:

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analyzing the optimal capital structure and debt capacity of the business, as well as identifying potential debt and equity capital providers;

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developing company positioning strategy, marketing materials, financial models and key documentation for capital raising;

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providing information to potential capital providers;

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evaluating bids and advising on the strengths and weaknesses of each proposal;

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finalizing the optimal capital structure based upon feedback from potential capital providers; and

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•

negotiating and executing the transaction with the final capital providers.

In addition, we also advise clients who are accessing capital in larger, syndicated markets such as the leveraged loan market and the public debt and equity markets. Our services in this segment of the capital markets may include:

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assisting issuers in selecting and negotiating with lead arrangers or lead underwriters;

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developing positioning and marketing strategies for capital raising;

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identifying potential investors;

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marketing the financing to potential investors;

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assisting clients with the credit ratings process; and

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participating in the underwriting syndicate as a co-manager.

        Our Corporate Finance practice also includes Illiquid Financial Assets ("IFA") and Activist Shareholder Advice ("ASA") services. Our professionals work closely with banks, insurance companies, hedge funds, family offices, specialty finance companies, special situation funds, asset managers, pension plans, sovereign wealth funds, endowments and public vehicles to advise on liquidity solutions for portfolios of financial assets. Drawing upon the Company's extensive expertise in M&A, financial restructuring, capital markets and valuation, the IFA team operates in three core areas: asset sales and financings; fund advisory and restructurings; and bespoke transactions. Two key differentiators of the IFA practice include the breadth of assets with which the team has had experience and the depth of relationship the team maintains with global specialist investor groups.

        Our ASA professionals have substantial expertise in advising parties in a variety of activist situations, such as advising corporations and their boards on preparing for and reacting to activist shareholder activity and developing takeover defenses. Our ASA team has a strong understanding of the activist space and helps corporations and activists evaluate strategies and develop an appropriate course of action.

Financial Restructuring

        As of June 30, 2015, we had 175 Financial Restructuring professionals working around the globe, which we believe constitutes one of the largest restructuring groups in the investment banking industry. Since its establishment in 1988, our Financial Restructuring group has earned a reputation for being the advisor of choice for the largest and most complex restructurings, offering knowledge, experience and creativity to address challenging situations. Our Financial Restructuring group operates in all major worldwide markets as debt issuances have increased around the world. Our Financial Restructuring professionals bring to bear deep expertise and experience in restructurings in the United States, Canada, Europe, Asia, Australia, the Middle East, Latin America and Africa. Given the depth and breadth of the team's expertise and the high barriers to entry, international and multi-jurisdictional restructurings represent an attractive opportunity for our Financial Restructuring team.

        The group employs an interdisciplinary approach to engagements, calling upon the expertise of our industry groups, capital markets advisory group and Financial Sponsors group, and drawing on the worldwide resources of the Financial Restructuring team as each situation may require. The Financial Restructuring group is deeply experienced in evaluating complex, highly leveraged situations. In addition to comprehensive financial restructurings, we work with distressed corporations on engagements involving changes of control, asset sales and other M&A and capital markets activities, many times involving the sale of a company or its assets quickly, and in contested or litigious settings on expedited timeframes. We advise companies undergoing financial restructuring and creditor constituencies at all levels of the capital structure, in both out-of-court negotiations and in formal

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bankruptcy or insolvency proceedings. Our experience, geographic diversity and size allow us to provide the immediate attention and staffing required for time-sensitive and mission-critical restructuring assignments, making us a valued partner for our clients.

        Our dedicated team is active throughout business cycles. Our Financial Restructuring practice serves as a countercyclical hedge across macroeconomic cycles, with increasing levels of restructuring opportunities occurring during periods when demand for M&A and capital markets advisory services may be reduced. In robust macro-economic environments, demand for the services of our restructuring team generally continues due to opportunities arising from secular and cyclical disruptions in certain industries, recent examples of which include retail, shipping and oil and gas; and market disruptions in certain geographies. Our geographic diversity and global market leadership allow us to maintain sustained levels of activity even when the U.S. capital markets are vibrant.

        We are consistently ranked as a leading global restructuring advisor, including recognition as the #1 ranked global investment banking restructuring advisor for six of the last seven years. Since 2000, we have advised on more than 1,000 restructuring transactions, including advising major parties-in-interest in 12 of the 15 largest corporate bankruptcies in the United States, such as the bankruptcies of Lehman Brothers, Worldcom, Enron, the CIT Group and General Motors. In 2013, we were recognized as Global Restructuring Advisor of the Year by IFR, Best Loan Restructuring House / Advisor by Euroweek and GlobalCapital and European Restructuring House of the Year by Financial News. We also received recognition for Deals of the Year for several complex, high-profile transactions in 2013 and 2014, including the restructuring of American Airlines.

        Our broad base of clients and our extensive experience allow us to understand the dynamics of each restructuring situation and strengthen our negotiating strategies by providing us insight into the needs, attitudes and positions of all parties-in-interest. Our clients include companies, bondholder groups, financial institutions, banks and other secured creditor groups, trade creditors, official Chapter 11 creditors' committees, equity holders, acquirers, equity sponsors and other parties-in-interest involved with financially challenged companies.

        Our Financial Restructuring professionals work closely with our Corporate Finance and Financial Advisory Services professionals to provide holistic advice. In financial restructuring assignments, our team may represent the company, the creditors or other stakeholders. In fiscal 2015, we advised on 63 restructurings that closed during the fiscal year. Our services include:

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assessing the financial condition of a company and analyzing its optimal capital structure;

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providing a comprehensive view of the company's challenges and strategic alternatives, such as sale of the entire business, portions of the business or specific assets, and in-court and out-of-court alternatives for the restructuring process;

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evaluating availability and terms of potential financing if needed;

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providing valuation of the company and its component parts in the context of potential restructuring;

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developing a comprehensive course of action for the restructuring or recapitalization plan;

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assisting in the implementation of a specific course of action, which may involve drafting exchange offers, restructuring of bank and other credit agreements, design of new securities, assisting in the development of stock options and incentive plans and in management and corporate governance issues;

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preparing presentations and conducting and participating in negotiations with various constituencies of creditors and other stakeholders;

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structuring and negotiating terms for new debt and equity investments;

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•

providing expert testimony when required and appropriate;

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analyzing the impact of modifications to terms and conditions of an existing debt;

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assessing the impact of sales or M&A transactions on the value of debt or securities;

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analyzing the reorganization plan and providing advice to maximize the recovery value;

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participating in negotiations among the various parties; and

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providing expert testimony where necessary to assist in the confirmation and implementation of the plan of reorganization.

Financial Advisory Services

        Our Financial Advisory Services practice is one of our original practices and dates back more than 40 years. As of June 30, 2015, we had 188 financial professionals and strategic consultants in this practice, making us one of the largest and most respected valuation and financial opinion practices in the United States. We are ranked as the #1 U.S. M&A fairness opinions advisor over the past ten years. We believe we are a thought-leader in the field of valuation and strategic consulting, and our professionals produce influential studies and publications which are recognized and valued throughout the financial industry. Our extensive transaction expertise and leadership in these fields inspire confidence in the financial executives, boards of directors, special committees, retained counsel, investors and business owners that we serve. We believe that our reputation for delivering an outstanding analytical product that will withstand legal or regulatory scrutiny coupled with our independence makes us the advisor of choice for clients that seek to obtain a complex valuation or transaction opinion.

        Unlike our other business segments, Financial Advisory Services assignments typically have a four to six week time frame and the fees paid are generally milestone-driven rather than success-driven. Moreover, due to the recurring nature of certain services within the segment such as Portfolio Valuation and Tax and Financial Reporting Valuation (with the exception of Transaction Opinions), our revenue from these services is stable. In fiscal 2015, we had over 1,000 fee events on engagements.

        Our core competencies in our Financial Advisory Services practice are our ability to analyze and value companies, security interests, and different types of assets, including intellectual property and liabilities, as well as our ability to analyze the financial aspects of transactions. We are organized around different service areas as each area has different areas of regulatory or compliance specializations, different valuation guidelines as well as different marketing channels. As such, our Financial Advisory Services practice falls into four general categories, described below.

        Transaction Opinions:    includes fairness and solvency opinions, and other opinions issued in connection with a transaction. Our client base includes boards of directors, company management, retained counsel, lenders, trustees and other fiduciaries for consideration in their determination of important decisions they make in the context of a transaction. These opinions may address the financial fairness of the consideration to be received or paid, the capital adequacy of a company pre- or post-transaction, and the reasonableness of various financial terms in a transaction, among other types of opinions. Key growth drivers include a heightened level of scrutiny by regulatory and judicial bodies on the process decision makers undergo in a transaction.

        Portfolio Valuation:    provides periodic, ongoing valuation services of illiquid securities to predominantly institutional clients for financial reporting purposes. Our client base includes hedge funds, private equity funds, business development companies, banks, insurance companies and other institutional investors. Our team provides advisory services both in traditional valuations of corporate debt and equity securities and in a variety of structured, derivative and other complex investments. The business model is one of generally recurring revenues from a relatively stable client base as our clients

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tend to stay with the same valuation provider for an extended time period. Key growth drivers include increasing regulatory and accounting requirements for financial reporting and increasing demand from institutional investors and regulators for independence in the valuation process.

        Tax and Financial Reporting Valuation:    provides valuations related to Tax and Financial Reporting. Tax-related valuations include the valuation of private company stock and equity-based grants (public and private companies), purchase price allocations, valuation of intangible assets and fixed assets in acquisitions, goodwill impairment analyses, and derivatives and liability valuations. Financial reporting-related valuations include jurisdictional reorganizations of legal entities, conversions of corporate structure (C-Corp from or to pass-through entity), private company valuations and support for intercompany transactions. Many Tax and Financial Reporting projects recur annually and sometimes more frequently based on client need. Key growth drivers include the M&A market and tax reorganizations for multinational companies.

        Consulting Services:    Our Financial Advisory Services practice provides a variety of other consulting services:

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Due Diligence Services: provides accounting, financial, tax (diligence and structuring) and commercial due diligence provided on the buy side or sell side of a transaction to better assess the quality of earnings, normalized cash flow and financial condition of an entity

•

Dispute Consulting: provides opinions on value, economic damages and various financial and accounting matters dealing with fact and quantum related to some form of dispute, which are typically used with respect to shareholder disputes, disputes with or inquiries by governmental, regulatory and tax agencies and commercial litigation

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Strategic Consulting: provides business expertise and in-depth knowledge in the areas of strategy development, operations and organization and performance improvements to serve our large-cap and mid-cap corporate clients and financial sponsors

        We actively seek to add new services within our Financial Advisory Services practice that are consistent with our analytical strengths, that are synergistic to our other businesses and that neither compromise our independence nor create potential conflicts of interest.

        Our Financial Advisory Services professionals actively generate business through relationships with law firms, private equity firms, auditors and consultants. Moreover, our Corporate Finance and Financial Restructuring groups and our Financial Sponsors group supplement this effort with internal referrals.

Our Market Opportunity

        We believe that we are positioned for increased revenues and market share, driven by the following broader market forces:

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Increasing Demand for Independent Advice—In the last decade, the demand for independent advice has increased dramatically, arising in part from the global financial crisis. We believe this trend has largely been driven by increasing levels of regulatory and fiduciary scrutiny of actual or perceived conflicts of interest at bulge-bracket and accounting firms, where providing advisory and opinion services can conflict with firm interests in securities sales and trading, underwriting, lending, proprietary investing, research coverage, consulting and auditing services. We also believe that this shift will continue as bulge-bracket firms increasingly rely on capital and distribution for profits and clients seek advice and opinions free of perceived bias from non-advisory services in an ever more complex M&A and capital markets landscape. Our core strengths and reputation in providing unbiased, high-quality, respected advice and opinions in a wide variety of situations position us well to take advantage of these trends.

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•

Continued Growth in M&A Transactions—After declining through the latest global financial crisis, U.S. M&A transaction volumes are increasing as the macroeconomic environment stabilizes and financing conditions remain favorable. Driven by strong corporate balance sheets, buoyant capital markets and increased financial sponsor activity, the market is returning to the higher levels seen in 2006 and 2007. Our Corporate Finance and Financial Advisory Services groups are well positioned to capitalize on these market trends in the United States and increase transaction volumes and related opinion work.

United States Announced M&A Transaction Count

Source: Thomson Reuters, based on calendar year

We believe a similar growth opportunity is developing in Europe and in cross-border M&A transactions, and we have continued to invest resources and grow our team in that region. As of June 30, 2015, we maintained a staff of 102 financial professionals across all of our lines of business throughout Europe, Asia and Australia, who are well positioned to take advantage of opportunities in the M&A and financing markets as they continue to rebound, supported by our established relationships and reputation in those regions as the market leader for restructuring advisory services.

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Growth in Corporate Debt Issuance and Rise in Restructuring Activity—As a result of persistently low interest rates, corporations globally have issued record amounts of leveraged loan and high-yield debt in recent years. By maintaining our highly experienced team of restructuring professionals through the current low-default rate environment, we believe we have the capacity to address and benefit from any uptick in restructuring activity that may occur as a result of the record amounts of leverage. Additionally, our Financial Restructuring team continues to capitalize on opportunities caused by geographic and sector dislocations that have occurred in an otherwise healthy economic climate, such as in the Middle East, Eastern Europe, Latin America, Australia and Africa, as well as the retail, oil and gas and shipping sectors. Moreover, we are well positioned in geographies where restructuring markets are just beginning to evolve, driven by increased external investment and continued development of financial and legal sophistication, such as India, China and other parts of Asia. We also believe that increased balance sheet and multi-jurisdictional complexity provides a natural opportunity for us to provide services to both debtors and creditors throughout market cycles. In addition, as the following chart illustrates, a spike in default rates often follows periods of substantial leveraged loans and high yield issuances. We have seen continued strong leveraged loans and high yield issuances for the last five years, and believe we are well positioned to the extent that default rates begin to increase which will provide increased opportunities for our Financial Restructuring group.

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Global Leveraged Loan and High-Yield Debt Issuances ($ in billions)

Source: Thomson Reuters, based on calendar year

•

Ongoing Talent Dislocation at Financial Institutions—In the aftermath of the global financial crisis, bulge-bracket banks are facing increasing regulation, compensation pressures, capital constraints and higher operating costs, creating a more challenging environment for their financial professionals. These increased challenges have resulted in rounds of down-sizing, as well as decreasing opportunities for those professionals who remain, causing a significant and ongoing dislocation of investment banking talent. We have been able to benefit from this trend by acquiring talented professionals who have driven increased relationships and business for the firm. This ongoing dislocation continues to represent an opportunity to enhance our industry and product groups, expand our geographic reach and enrich our advisory expertise and capabilities. We expect to continue to capitalize on this compelling opportunity and selectively attract complementary talent to our unique and attractive business model.

Our Competitive Advantages

        We believe that our business is most differentiated from that of our competitors in the following respects:

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Strong Partnership Culture with Significant Employee Ownership and Collaboration—Our people are our greatest asset. Over the years, we have invested significantly in our people and created a true team-oriented culture with an entrepreneurial spirit. This team approach and lack of "superstar" culture differentiates us from many of our competitors who rely on one or a few key bankers. In addition, because of our equity compensation model, we have approximately 279 employee shareholders who will own approximately      % of our equity upon consummation of this offering, with no single employee shareholder owning greater than      %. Moreover, we intend to continue our equity compensation programs after this offering is consummated. We believe this broad-based equity ownership results in a strong alignment of employee and shareholder interests, fostering a collaborative culture with a focus on making decisions that broadly increase shareholder returns. Lastly, through each financial cycle, we expand our overall product, industry and coverage capabilities as our bankers continue to stay engaged through all cycles. During periods of financial distress, we do not experience the substantial layoffs and dislocation of personnel that occur at many other investment banking firms. Our continuity in senior financial professionals through economic cycles results in greater teamwork and collaboration among our various product and industry groups.

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•

Leadership in All Three Business Segments and across Industry Sectors—Our consistent ability to innovate new solutions tailored to our clients' financial needs has enabled us to assert our market leadership in each of our business segments, including:

#1 Most Active M&A Advisor for United States Transactions under $5 billion in 2014 and under $1 billion over the past 9 years

#1 M&A Fairness Opinions Advisor in the United States over the past 10 years

#1 Global Investment Banking Restructuring Advisor for 6 of the last 7 years

We are respected for bringing innovative product solutions to our clients to meet increasing demand in a complex, dynamic marketplace, both organically and through acquisitions. For example, in fiscal 2014 we established an Illiquid Financial Assets business to provide intermediation between counterparties for a variety of illiquid assets and expanded our practice of advising in activist investor situations, and in fiscal 2015 we acquired a strategic consulting firm.

We also have developed industry expertise and experience across the major industry sectors and more than 70 sub-sectors, resulting in deep industry knowledge and superior advice to our clients as we develop and implement financial solutions on their behalf. This deep industry capability is a key factor in the success of our Corporate Finance group and plays an important role in supporting and maintaining our strong market position in Financial Restructuring and Financial Advisory Services as well. Our success in building these capabilities has resulted in the following rankings for 2014 for all United States mid-cap transactions:

#1 M&A Advisor for Aerospace & Defense Transactions

#1 M&A Advisor for Casino & Gaming Transactions

#1 M&A Advisor for Consumer Products Transactions

#1 M&A Advisor for Food & Beverage Transactions

#1 M&A Advisor for Healthcare Transactions


#1 M&A Advisor for Industrials Transactions


#1 M&A Advisor for Specialty Finance Transactions, according to SNL Financial

#1 M&A Advisor for Telecommunications Transactions

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Market Leader for Mid-Cap M&A Transactions—Our leadership in M&A for mid-cap transactions sets us apart from many of our bulge-bracket and independent advisory peers, who focus on the more competitive, large-cap market segment. The mid-cap market segment has substantially higher deal volume and lower volatility in deal volume through economic cycles compared with the large-cap market, offering the potential for a more stable and diversified revenue base. Within this market segment, we also have a clear competitive advantage over regional- or industry-focused boutiques because we offer a more global platform, deep industry expertise and strong relationships with potential strategic buyers as well as financial sponsors.

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Diverse Revenues Drive Strong Financial Performance across Market Cycles—Our diverse lines of business have allowed us to grow revenues in both strong and more challenging economic environments. From fiscal 2007 through fiscal 2012 (through the global financial crisis), we grew our revenues from $446 million to $472 million and never delivered a pre-tax margin less than 17.8% during that time period. During fiscal 2010, we experienced overall firm revenue growth of 33% over our fiscal 2009 revenues as a result of a significant increase in revenues in our Financial Restructuring business despite the severely reduced level of M&A activity. We believe

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the cyclical hedge provided by our business mix also allows us to retain and acquire high quality talent during periods of market dislocation. Our institutional flexibility allows our financial professionals in each group to generate additional business, and work on projects that would traditionally be handled solely by professionals in other groups. For example, where there is market need, members of our restructuring team may migrate to our industry and coverage efforts and generate M&A and financing opportunities.

We have a well-diversified revenue base across a variety of clients, services and sectors. We enjoy low fee concentration, with our largest engagement contributing less than 2% of our revenues in fiscal 2015. Moreover, our business model and value proposition enable us to arrange modest Retainer Fees or Progress Fees consisting of both periodic and milestone-related payments in a majority of our engagements with clients.

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Industry-Leading Financial Sponsors Platform—We believe we have one of the most comprehensive financial sponsors groups on Wall Street, with dedicated senior professionals covering over 400 private equity groups, 200 hedge funds and approximately 50 family offices. We believe that our broad access to financial sponsors provides a competitive advantage to our clients seeking to raise capital from, or sell a company to, a financial sponsor, especially as financial sponsor M&A activity continues to rise. Moreover, financial sponsors value our coverage efforts as an important source of deal flow, resulting in a mutually beneficial relationship. We have accumulated years of data regarding the investment criteria and transaction behavior of many financial sponsors, and we are well-positioned to match our clients with the most appropriate capital partners, providing a critical and valuable source of business to all three of our business practices. Over the last five years, we have advised on the sale of more than 200 companies to financial sponsors, and we have sold more than 300 companies on their behalf.

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Experienced Senior Leadership with Limited Key Man Risk—We believe that the continuity of our senior leadership over an extended period of time has contributed to our differentiated business model and culture. The four members of the Office of the Executives have been employed by us for an average of 27 years. Our Managing Directors lead and participate in every facet of client interactions, from deal origination and evaluation to board presentations and final execution. As of June 30, 2015, we had 163 Managing Directors who had an average tenure of ten years with us. Client relationships run deep into the organization, and no single individual had more than 3% of our revenues attributed to him or her in fiscal 2015. We enjoy low employee turnover, resulting in strong continuity of client coverage and our success in building relationships is demonstrated by the loyalty of our clients and their willingness to continue to work with us year after year.

Our Growth Strategy

        We seek to achieve our growth objectives through four primary strategies:

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Grow Our Intellectual Capital by Adding Highly Qualified and Motivated Financial Professionals—Our people are our greatest asset, and we believe that significant investment in our intellectual capital is our most promising avenue for growth. We seek to grow our business through the addition of senior financial professionals who have strong client relationships and industry expertise, in addition to the right cultural fit and a skill set that is complementary to our existing capabilities. We have steadily grown our Managing Director base from 81 as of December 31, 2007 to 163 as of June 30, 2015 and plan to selectively increase that count as opportunities arise through internal promotions, opportunistic external hiring and acquisitions.

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Expand the Breadth of Our Industry Expertise and Add New Product Areas—We intend to continue to expand our platform into industry and product sectors that we have identified as particularly

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attractive, both organically and through acquisitions. We have a strong track record of executing and integrating strategic acquisitions to expand our product offerings, including: the acquisition of Milestone Advisors in December 2012, which we combined with our existing financial institutions group to create a more robust platform; the acquisition of ArchPoint Partners in March 2014, which significantly increased our expertise in the technology sector; the acquisition of Bridge Strategy Group in January 2015, which allows us to add in-depth strategic consulting to our current consulting capabilities for C-suite relationships; and the acquisition of M.E.S.A. Securities, Inc. in June 2015, which increased our capabilities in the digital and traditional media and entertainment sectors. In addition, in July 2015, we announced our pending acquisition of McQueen Limited, a United Kingdom-based corporate finance advisor to the consumer, food and retail sectors.

•

Deepen Existing Client Relationships—We continue to offer value added advice using the complementary expertise of each of our lines of business, which creates long-term successes for our clients and increases the depth of our existing relationships. We believe that this approach has allowed us to create solid relationships with our existing clients, resulting in significant repeat business for us. We believe that we can continue to increase revenues by broadening existing client relationships across our lines of business. Moreover, as our clients grow, we believe they will have an increased need for our advisory services and engage in higher value transactions, resulting in higher average fees and increased overall fees from clients.

•

Expand our Existing Expertise into New Geographies—Given our current global footprint with 17 offices across the globe and three additional offices through our joint ventures, we expect to take a highly disciplined approach to expansion into new geographies, both organically and through acquisitions. We plan to continue broadening our geographic scope in a selective manner into regions where we believe the business environment will be receptive to the strengths of our platform or where our existing clients have or may want to develop a significant presence. In furtherance of this strategy, in July 2010, we announced an equity investment in Avista Advisory Group, which has grown to become a 36-person investment banking firm headquartered in Mumbai, India, with operations in both India and Singapore. More recently, in February 2015, we announced a joint venture in Australia where we teamed with ten employees to open an office in Sydney, Australia to pursue advisory activities across our industry groups and product lines.

Our People

        Our goal is to attract, develop and retain the best talent in our industry across all levels. We believe our compensation programs are competitive, offering a portion of compensation in deferred cash and a portion in deferred stock awards to provide incentives for our employees to remain with us. In addition, we strive to foster a collaborative environment to attract and retain employees, and we seek individuals who fit our culture of entrepreneurship, integrity, creativity and caring for our clients. For over 20 years we have emphasized broad employee ownership as a way to align the incentives of our employees and shareholders. We intend to adopt the 2016 Plan in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. Upon consummation of this offering, we have approximately 279 employee shareholders who will own in aggregate approximately      % of our equity. No single employee will own more than      % of our equity upon consummation of this offering. We believe that a strong emphasis on cultural fit during our recruiting process combined with broad employee ownership results in high retention rates evidenced by an average tenure of more than 10 years for our Managing Directors across all our business practices. Moreover, we believe that becoming a public company will allow us to better attract and

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retain people through increased firm visibility and the use of a publicly traded security for equity compensation.

        Our Managing Directors are compensated based on their ability to deliver profitable revenues on a consistent basis to the firm, the quality of advice and execution provided to our clients, and their collaboration with their colleagues across industries, products and regions. We do not compensate on a commission-based pay model. Our compensation structure for junior financial professionals is based on a system of meritocracy whereby bankers are rewarded for past performance and expectation of future development, and compensation levels are tested against prevailing market compensation for bankers at similar levels.

        The primary sources of recruitment for our junior financial professionals are leading undergraduate and graduate programs around the world. Over the last five years, our dedicated campus recruiting effort has resulted in the hiring of over 250 Financial Analysts from undergraduate institutions and over 45 Associates from graduate programs throughout the world as of March 31, 2015. Our consistent hiring practices year-after-year have created partnerships with these prestigious institutions, and resulted in a steady and high quality pipeline of junior financial professionals. To supplement this annual class of new hires, we opportunistically and strategically hire professionals with experience and backgrounds relevant to our various businesses. Regardless of title, we place a high degree of emphasis on cultural fit, technical capability and individual character. When we hire junior financial professionals, we hire them directly into one of our product lines to enable them to begin to develop their relevant skill set from day one.

        Across the firm, we devote significant time and resources to training and mentoring our employees to ensure every person achieves their highest possible potential. We strive to identify and cultivate future leaders within the firm, and are committed to developing our brightest and most ambitious junior professionals into Managing Directors. This philosophy of investing in our people has been and will continue to be core to our culture and organization, with 86 of our current Managing Directors reaching their respective positions through internal promotion.

Competition

        Our competitors are other investment banking and financial advisory firms. We compete on both a global and a regional basis, and on the basis of a number of factors, including industry knowledge, transaction execution skills, strength of client relationship, reputation and price. We believe our primary competitors vary by product and industry expertise and would include the following: for our Corporate Finance practice, Harris Williams & Co., Jefferies LLC, Lazard Ltd, Moelis & Company, N M Rothschild & Sons Limited, Piper Jaffray Companies, Robert W. Baird & Co. Incorporated, William Blair & Company, L.L.C. and the bulge-bracket investment banking firms; for our Financial Restructuring practice, The Blackstone Group L.P., Lazard Ltd, Moelis & Company and N M Rothschild & Sons Limited; and for our Financial Advisory Services practice, Duff & Phelps Corp. and the "big four" accounting firms.

        We compete with all of the above as well as with regional and industry-focused boutique firms to attract and retain qualified employees. Our ability to continue to compete effectively in our business will depend upon our ability to attract new employees and retain our existing employees. We may be at a competitive disadvantage in certain situations with regard to certain of our competitors who are able to, and regularly do, provide financing or market making services that are often instrumental in effecting transactions.

Regulation

        Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and across the globe. As a matter of public policy, regulatory bodies in the United

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States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets, not with protecting the interests of our stockholders or creditors. In the United States, the SEC is the federal agency responsible for the administration of the federal securities laws. Houlihan Lokey Capital, Inc. ("Houlihan Lokey Capital"), our wholly owned subsidiary through which we conduct our Corporate Finance, Financial Restructuring and transaction opinion businesses in the United States, is registered as a broker-dealer with the SEC. Houlihan Lokey Capital is subject to regulation and oversight by the SEC. In addition, FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its broker-dealer member firms, including Houlihan Lokey Capital. State securities regulators also have regulatory or oversight authority over Houlihan Lokey Capital in those states in which it does business.

        Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices, the financing of customers' purchases, capital structure, record-keeping and the conduct and qualifications of directors, officers and employees. In particular, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

        Houlihan Lokey Financial Advisors, Inc. ("HLFA"), our wholly owned subsidiary and a registered investment adviser with the SEC, receives compensation for providing investment management services to private investment funds that are exempt from registration under the Investment Company Act of 1940, as amended. As a registered investment adviser, HLFA is subject to the SEC's regulatory oversight, rules and examination. Therefore, among other things, HLFA is required to adopt and implement written policies and procedures designed to prevent, detect, and correct violations of the Investment Advisers Act of 1940, as amended, prepare and file certain reports on both an annual and ongoing basis with the SEC, adopt a code of ethics that governs certain of its employees' conduct in order to both meet its fiduciary obligations to its advisory clients and comply with federal securities laws, and maintain regular books and records relating to its investment advisory business.

        HLFA's advisory, administrative and financial services to its clients include (i) advising with respect to the acquisition, management, financing, monitoring and disposition of investments, (ii) representing the funds in their day-to-day dealings with accountants, attorneys, custodians, insurers and banks, among others, and (iii) regularly monitoring and supervising service providers. In addition to its investment management services, HLFA also provides valuation services and related financial analyses of various businesses and types of assets which are used by clients in connection with mergers and acquisitions, divestitures, corporation redemptions, dispute analysis, and estate, gift and income tax support. In rendering such analyses, HLFA does not: (1) make recommendations or provide advice with respect to the merits of any security or transaction, the suitability of transacting in any security, or any investment decision with respect to any security, or (2) manage or hold client accounts, securities or funds.

        Certain parts of our business are subject to compliance with laws and regulations of United States federal and state governments, non-United States governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information, and any failure to comply with these regulations could expose us to liability and/or reputational damage.

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Europe

        Houlihan Lokey (Europe) Limited, our wholly owned subsidiary with offices in each of the United Kingdom, France, Germany and Spain, through which we conduct our European advisory business, is authorized and regulated by the United Kingdom's Financial Conduct Authority. The current UK regulatory regime is based upon the Financial Services and Markets Act 2000 (the "FSMA"), together with secondary legislation and other rules made under the FSMA. These rules govern our corporate finance advisory business in the United Kingdom, including carrying on regulated activities, record keeping, approval standards for individuals, anti-money laundering and periodic reporting.

        Houlihan Lokey (Europe) Limited has exercised the appropriate European financial services passport rights to provide cross-border services into all other members of the European Economic Area (the "EEA") from the United Kingdom and branch services into France, Germany and Spain. These "passport" rights derive from the pan-European regime established by the EU Markets in Financial Instruments Directive, which regulates the provision of investment services and activities throughout the EEA.

Hong Kong

        In Hong Kong, the Securities and Futures Commission (the "SFC") regulates our subsidiary, Houlihan Lokey (China) Limited. The compliance requirements of the SFC include, among other things, net capital requirements and stockholders' equity requirements. The SFC regulates the activities of the officers, directors, employees and other persons affiliated with Houlihan Lokey (China) Limited, and require the registration of such persons.

Australia

        Houlihan Lokey (Australia) Pty Limited, our wholly owned Australian subsidiary, is licensed and subject to regulation by the Australian Securities & Investments Commission and must also comply with applicable provisions of the Corporations Act 2001 and other Australian legal and regulatory requirements, including capital adequacy rules, customer protection rules, and compliance with other applicable trading and investment banking regulations.

Other

        The United States and non-United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct periodic examinations and initiate administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or its directors, officers or employees.

        Federal anti-money-laundering laws make it a criminal offense to own or operate a money transmitting business without the appropriate state licenses, which we maintain, and registration with the United States Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). In addition, the USA PATRIOT Act of 2001 and the Treasury Department's implementing federal regulations require us, as a "financial institution," to establish and maintain an anti-money-laundering program. In connection with its administration and enforcement of economic and trade sanctions based on United States foreign policy and national security goals, the Treasury Department's Office of Foreign Assets Control ("OFAC") publishes a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups and entities, such as terrorists and narcotics traffickers, designated under programs that are not country-specific. Collectively, such individuals and companies are called "Specially Designated Nationals" ("SDNs"). Assets of SDNs are blocked, and we are generally prohibited from dealing with them. In addition, OFAC administers a number of comprehensive sanctions and embargoes that target certain countries,

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governments and geographic regions. We are generally prohibited from engaging in transactions involving any country, region or government that is subject to such comprehensive sanctions.

        The FCPA and the UK 2010 Bribery Act prohibit the payment of bribes to foreign government officials and political figures. The FCPA has a broad reach, covering all United States companies and citizens doing business abroad, among others, and defining a foreign official to include not only those holding public office but also local citizens acting in an official capacity for or on behalf of foreign government-run or -owned organizations or public international organizations. The FCPA also requires maintenance of appropriate books and records and maintenance of adequate internal controls to prevent and detect possible FCPA violations. Similarly, the UK Bribery Act prohibits us from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage.

Facilities

        Our largest office in terms of financial professionals is in New York where we had over 200 financial professionals as of June 30, 2015, and our headquarters is located in leased office space at 10250 Constellation Boulevard, Los Angeles, CA 90067. We lease the space in the United States for our offices in Atlanta, Chicago, Dallas, Minneapolis, Miami, New York, Newport Beach, San Francisco and Tysons Corner; and internationally in Beijing, Frankfurt, Hong Kong, London, Madrid, Paris, Sydney and Tokyo.

        We do not own any real property. We consider these arrangements to be adequate for our present and future needs.

Employees

        As of June 30, 2015, we had 981 employees, including 695 financial professionals.

Legal Proceedings

        From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any material litigation.

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MANAGEMENT

        Below is a list of the names and ages, as of July 27, 2015, of our directors and executive officers and a description of the business experience of each of them.

Name	Age		Position
Scott L. Beiser		55	Chief Executive Officer and Director
Irwin N. Gold		58	Executive Chairman and Director
Scott J. Adelson		54	Co-President and Director Nominee(1)
David A. Preiser		58	Co-President and Director Nominee(1)
J. Lindsey Alley		48	Chief Financial Officer
Christopher M. Crain		54	General Counsel
Hideto Nishitani		55	Director
Ron K. Barger		60	Director Nominee(1)
Paul E. Wilson		46	Director
Robert J.B. Lenhardt		52	Director Nominee(1)

(1)

The noted individual has agreed to become a director and such individual will be appointed to the board effective upon the listing of our Class A common stock on the New York Stock Exchange.

Executive Officers and Directors

Scott L. Beiser has served as our Chief Executive Officer since 2003 and on our board of directors since 1991. His responsibilities include managing Houlihan Lokey's operations, identifying and developing new strategic opportunities, and pursuing and managing new and existing client relationships. Mr. Beiser previously led Houlihan Lokey's Infrastructure Services and Materials practice and has specialized expertise in investment banking services for engineering and construction businesses, including ownership and management transition programs, corporate acquisitions, divestitures, leveraged recapitalizations, and ESOP transactions. Mr. Beiser serves on the board of directors of FNF Construction and is an advisor to several boards and executives in the engineering and construction industry. Mr. Beiser earned both a B.S. and an M.S. in Finance from the College of Business and Economics at California State University, Northridge. Mr. Beiser was chosen to be on our board of directors because of his leadership in our development and growth and his particular knowledge and experience in strategic planning and leadership of complex organizations. Mr. Beiser has been with Houlihan Lokey for more than 31 years.

        Irwin N. Gold has served as our Executive Chairman since 2013 and on our board of directors since 1994. Mr. Gold is one of Houlihan Lokey's senior executives responsible for strategic planning, client relations and business development and manages the firm in conjunction with the other three members of the Office of the Executives. Mr. Gold co-founded the Company's industry-leading Financial Restructuring practice and was the Global Co-Head of Financial Restructuring from 1988 until 2012. In that role, Mr. Gold has led many of the Company's largest and most complex Financial Restructuring engagements, both in bankruptcy and out-of-court. Mr. Gold has previously served on the boards of directors of Cole National Group, Inc., Advantica Restaurant Group, Inc. and The Bibb Company. Mr. Gold earned a B.A. in Economics, summa cum laude and Phi Beta Kappa, from Duke University and a J.D. from the University of Virginia Law School. Mr. Gold was chosen to be on our board of directors because of his long career in the financial services industry and because he possesses particular knowledge and experience in the financial services industry and in leadership of complex organizations. Mr. Gold has been with Houlihan Lokey for more than 26 years.

        Scott J. Adelson has served as our Co-President since 2013. As President, Mr. Adelson is one of Houlihan Lokey's senior executives responsible for strategic planning, client relations and business

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development and manages the firm in conjunction with the other three members of the Office of the Executives. Mr. Adelson also serves as the Global Co-Head of Corporate Finance. His practice embraces all aspects of corporate finance, including mergers and acquisitions, leveraged buyouts, and the issuance of debt and equity capital. He is an active board member of various public and private companies, including Motorcar Parts of America, Inc. and QAD Inc. Mr. Adelson completed his undergraduate studies at the University of Southern California and earned his MBA from the University of Chicago Booth School of Business. Mr. Adelson was chosen to be on our board of directors because of his long career in the financial services industry and because he possesses particular knowledge and experience in strategic planning and board practices of other corporations. Mr. Adelson has been with Houlihan Lokey for more than 27 years.

        David A. Preiser has served as our Co-President since 2013. Among his duties, he serves as Chairman of Houlihan Lokey (Europe) Limited. In the course of his more than two decades at Houlihan Lokey, Mr. Preiser has led many major transactions involving financially distressed companies, both in bankruptcy and in out-of-court situations, many of which have involved the sale or purchase of distressed assets. Mr. Preiser earned a B.A. in Economics and graduated magna cum laude from the University of Virginia. He earned a J.D. with honors from Columbia University, where he also served as an Editor of the Columbia Law Review and was named a Harlan Fisk Stone Scholar and is currently a member of the Dean's Council. Mr. Preiser currently sits on the board of directors of NVR, Inc., a New York Stock Exchange-listed company, where he currently serves as Lead Director and chairs the Nominating Committee and serves on the Compensation Committee. Mr. Preiser has previously served on the boards of directors of Joseph A. Bank, Inc., where he served as chair of the Compensation Committee, as well as Sudbury, Inc. and MLX, Inc. Mr. Preiser was chosen to be on our board of directors because of his long career in the financial services industry and because of his leadership role in our development and growth and because he possesses particular knowledge and expertise in managing and growing international organizations and executing international transactions. Mr. Preiser has been with Houlihan Lokey for more than 24 years.

J. Lindsey Alley has served as our Chief Financial Officer since December 2012. In his role as Chief Financial Officer, Mr. Alley oversees our accounting and financial reporting operations as well as acquisition business development. Mr. Alley joined Houlihan Lokey in 1995 and was an investment banker focusing on advising public and private clients, boards of directors, and special committees on sell side and buy side mergers and acquisitions prior to being appointed to the Chief Financial Officer role in December 2012. Mr. Alley earned a B.S. in Systems Engineering from the University of Virginia and graduated with highest distinction with an MBA in Finance from the University of Michigan. Mr. Alley has been with Houlihan Lokey for more than 19 years.

Christopher M. Crain has served as our General Counsel since September 2004. In that role, he directly manages our Legal Department and oversees our Compliance and Human Resources Departments. Mr. Crain earned a B.A. in Political Science from the University of California at Davis and a J.D., cum laude, from Loyola Law School. Mr. Crain has been with Houlihan Lokey for more than ten years.

Hideto Nishitani is Chairman, President, and Chief Executive Officer of ORIX USA, Corporate Senior Vice President of ORIX Corporation in Japan, and has served on our board of directors since 2012. Mr. Nishitani has thirty two years of experience in the global financial services industry working on behalf of ORIX Corporation in the U.S., U.K., Ireland, Canada and Japan. Between 2001 and 2006, he was Senior Vice President of the Principal Investment Group of ORIX Corporation's Investment Banking headquarters in Japan, where he was responsible for sourcing, acquiring, restructuring and managing portfolio companies. He earned a Bachelor of Economics degree from Kwansei-Gakuin University in Japan and a Master of Economics degree from the London School of Economics, University of London. Mr. Nishitani was chosen to be on our board of directors because of his

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leadership proficiency and extensive experience in the financial services industry, particularly investment banking.

        Ron K. Barger is Executive Vice President of Operations and General Counsel of ORIX USA. He oversees operational areas of ORIX USA, including Legal, Human Resources, Technology, Corporate Planning and Administration, in addition to supporting strategic transactions for ORIX USA's multiple lines of business. Mr. Barger joined ORIX USA from Archon Group, L.P., where he served in a variety of roles, including Global General Counsel, Global Chief Compliance Officer, Global Risk Committee chair, and Information Security Committee chair. While there, he also served as a member of the Archon Operating and Investment Committees, and was a Managing Director of The Goldman Sachs Group, Inc. Mr. Barger earned a B.S. degree from the University of Illinois and a J.D. from Southern Methodist University Dedman School of Law. Mr. Barger was chosen to be on our board of directors because of his particular knowledge of corporate governance, global operations, and enterprise risk for a financial services company, in addition to his years of experience in the financial services industry generally.

Paul E. Wilson is Chief Financial Officer of ORIX USA and has served on our board of directors since 2015. He is responsible for overseeing all financial functions of ORIX USA and its multiple lines of business and subsidiaries. Mr. Wilson joined the ORIX USA accounting and finance department as its Tax Director in 2004. Prior to joining ORIX USA, Mr. Wilson was a Senior Manager with Ernst & Young, spending eleven years in the public accounting practice. He is a Certified Public Accountant licensed in Texas and earned a B.B.A. and a master's degree in Accounting and Tax from Baylor University. Mr. Wilson was chosen to be on our board of directors because of his financial expertise and in-depth knowledge of Houlihan Lokey's organizational and financial functions.

        Robert J.B. Lenhardt is Deputy General Counsel of ORIX USA. He joined ORIX USA in 2001 and since then has overseen all legal functions of its corporate finance businesses, including high yield investing, direct leveraged lending, venture finance, structured products, fund investing, private equity, and special assets. Previously, he was a principal of Seaboard & Co., an asset management firm, whose team and assets were acquired by ORIX USA in 2001. He also previously practiced corporate and securities law in New York City. Mr. Lenhardt earned a B.A. degree magna cum laude from the University of Connecticut and a J.D. from Cornell Law School. Mr. Lenhardt was chosen to be on our board of directors because of his expertise in corporate finance and financial restructurings.

Corporate Governance

Composition of our Board of Directors

        Our business affairs will be managed under the direction of our board of directors.

        Our amended and restated bylaws provide that our board of directors shall consist of such number of directors as shall from time to time be fixed by our board of directors. Currently, our directors are Scott L. Beiser, Irwin N. Gold, Hideto Nishitani and Paul E. Wilson. Scott J. Adelson, David A. Preiser, Ron K. Barger and Robert J.B. Lenhardt have agreed to become directors and will be appointed to our board of directors effective upon the listing of our Class A common stock on the New York Stock Exchange. Upon consummation of this offering, our board of directors will initially be composed of        members. Further, our amended and restated certificate of incorporation and our amended and restated bylaws provide for the division of our board of directors into three classes, as nearly equal in number as possible, with each class serving for three-year staggered terms.

        Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

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        In connection with this offering, we will enter into the Stockholders' Agreement with ORIX USA and the HL Voting Trust. Under this agreement, from the time of the completion of this offering until its fifth anniversary, (i) so long ORIX USA's Post-IPO Percentage Ownership (as defined below) is 20% or greater, ORIX USA and the HL Voting Trust will each have the right to recommend four director nominees, with the remaining three director nominees recommended by mutual agreement of ORIX USA and the HL Voting Trust, (ii) so long as ORIX USA's Post-IPO Percentage Ownership is greater than or equal to 10% but less than 20%, ORIX USA will have the right to recommend three director nominees and the HL Voting Trust will have the right to recommend five director nominees, with the remaining three director nominees recommended by the HL Voting Trust with the approval of ORIX USA and (iii) so long as ORIX USA's Post-IPO Percentage Ownership is less than 10% but greater than zero, ORIX USA will have the right to recommend one director nominee and the HL Voting Trust will have the right to recommend the remaining ten director nominees. After the fifth anniversary of the offering, (w) so long as ORIX USA's Percentage Ownership (as defined below) is 20% or greater, ORIX USA will have the right to recommend three director nominees and the HL Voting Trust will have the right to recommend eight director nominees, (x) so long as ORIX USA's Percentage Ownership is greater than or equal to 10% but less than 20%, ORIX USA will have the right to recommend two director nominees and the HL Voting Trust will have the right to recommend nine director nominees, (y) so long as ORIX USA's Percentage Ownership is greater than or equal to 5% but less than 10%, ORIX USA will have the right to recommend one director nominee and the HL Voting Trust will have the right to recommend the remaining ten director nominees and (z) if ORIX USA's Percentage Ownership is less than 5%, the HL Voting Trust will have the right to recommend all of the director nominees. The party that designated a director may cause that director to be removed at any time, and the other party will take all necessary action within its control to effect such removal. Consistent with Rule 10A-3 of the Exchange Act and the New York Stock Exchange rules, we expect to have an audit committee composed entirely of independent directors within one year of the date of this prospectus.

        The Stockholders' Agreement also provides that the approval of two-thirds of the board will be required for certain corporate actions until the earlier of the third anniversary of this offering and the date on which ORIX USA's Post-IPO Percentage Ownership first falls below 20%, which, in light of ORIX USA's right to designate four director nominees during that period, essentially gives ORIX USA veto authority over those actions during such period. If, on the third anniversary of this offering, ORIX USA's Post-IPO Percentage Ownership equals or exceeds 30%, the approval of two-thirds of the board will continue to be required for such corporate actions until the earlier of the fifth anniversary of this offering and the date on which ORIX USA's Post-IPO Percentage Ownership first falls below 20%. The actions generally requiring two-thirds board approval during this period include the following:

•

subject to certain exceptions, material changes to the scope or nature of the Company's business, including launching or terminating a principal line of business;

•

any sale of the Company or any material subsidiary (by way of merger, consolidation, business combination or asset sale) to a third party;

•

cumulative acquisitions with an aggregate purchase price in excess of $225 million during any rolling three-year period;

•

hiring, terminating, promoting or demoting the chairman, chief executive officer, or president of the Company, or persons serving in equivalent positions;

•

authorizing, creating, subdividing, or issuing any equity securities, other than (i) issuances for employee compensation up to specified levels; (ii) issuances of securities upon the conversion of outstanding convertible securities or compensation awards; and (iii) issuances representing less than 50.1% of the purchase price in connection with permitted acquisitions;

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•

subject to certain exceptions, redemption or repurchase of any equity securities in excess of the number of shares underlying annual employee stock compensation grants made during the relevant fiscal year;

•

liquidation, dissolution or voluntary bankruptcy of the Company or any of its material subsidiaries, or any other similar extraordinary transactions;

•

waiver of certain transfer restrictions;

•

specified material changes in compensation structure, including any payment or grant of compensation that causes the consolidated compensation expense of the Company to be in excess of the Company's target Compensation Ratio; and

•

amendment of the Company's organizational documents and lock-up agreements.

        For purposes of the preceding two paragraphs, "Post-IPO Percentage Ownership" means, as of a specified date, the percentage, equal to (a) the number of shares held by ORIX USA (directly or through a brokerage or similar account) on such date (not including any shares acquired by ORIX USA after the offering, other than shares acquired by ORIX USA as a result of a stock split, distribution or similar pro rata reorganization) divided by (b) the total number of shares that were outstanding immediately following the consummation of the offering, calculated on a fully diluted basis but excluding shares issued as purchase price consideration in certain acquisition transactions. "Percentage Ownership" means, as of a specified date, the percentage, equal to (x) the number of shares held by ORIX USA (directly or through a brokerage or similar account) on such date (not including any shares acquired by ORIX USA after this offering, other than shares acquired by ORIX USA as a result of a stock split, distribution or similar pro rata reorganization) divided by (y) the total number of shares outstanding on such date, calculated on a fully diluted basis.

        Our amended and restated certificate of incorporation provides that, from and after the Final Conversion Date, directors may be removed by stockholders only for cause and only with the affirmative vote of at least 66²/3% of the voting interest of stockholders entitled to vote. Additional provisions with regard to removal of directors are included in our Stockholders' Agreement. Our amended and restated certificate of incorporation also provides that any vacancy on our board of directors may be filled by a majority of the directors then in office.

        Upon consummation of this offering, the HL Voting Trust and ORIX USA will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" under the rules of the New York Stock Exchange. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance standards, including the requirements that (i) a majority of our board of directors consist of independent directors and (ii) that our board of directors have compensation and nominating and corporate governance committees composed entirely of independent directors, as independence is defined in Rule 10A-3 of the Exchange Act and under the New York Stock Exchange listing standards. For at least some period following this offering, we intend to utilize these exemptions. As a result, although we will have a fully independent audit committee within the time period required by the New York Stock Exchange, immediately following this offering we do not expect that the majority of our directors will be independent. Accordingly, although we may transition to a board with a majority of independent directors prior to the time we cease to be a "controlled company," for such period of time you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. See "Risk Factors—Risks Related to Our Class A Common Stock and This Offering—We are a "controlled company" within the meaning of the New York Stock Exchange listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are

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subject to such requirements." In the event that we cease to be a "controlled company" and our shares continue to be listed on the New York Stock Exchange, we will be required to comply with these provisions within the applicable transition periods.

        When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Independence

        Prior to the consummation of this offering, our board of directors undertook a review of the independence of our directors and determined that                   and                   are independent directors as defined under the rules of the New York Stock Exchange.

Board Committees

        Pursuant to our Stockholders' Agreement, until the earlier of the fifth anniversary of this offering or the date on which ORIX USA's Post-IPO Percentage Ownership first falls below 10%, each standing committee must have at least one director nominee designated by each of ORIX USA and the HL Voting Trust as a member of such committee; provided that each of ORIX USA and the HL Voting Trust will cause its respective designated director to resign from the audit committee prior to the first anniversary of the date on which the registration statement of which this prospectus forms a part is declared effective by the SEC. In addition, actions and recommendations of any such standing committee will be subject to the approval of the board of directors. See "—Composition of our Board of Directors."

        Current copies of each committee's charter will be posted on our website, www.hl.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Audit Committee

        The audit committee will be responsible for, among other matters:

•

appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

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discussing with our independent registered public accounting firm their independence from management;

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reviewing with our independent registered public accounting firm the scope and results of their audit;

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approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

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reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and

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•

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

        Upon the closing of this offering, our audit committee will consist of            ,             and            with            serving as chair. Rule 10A-3 of the Exchange Act and the New York Stock Exchange rules require us to have one independent audit committee member upon the listing of our common stock, a majority of independent directors on our audit committee within 90 days of the date of this prospectus and an audit committee composed entirely of independent directors within one year of the date of this prospectus. Our board of directors has affirmatively determined that            and            meet the definition of an "independent director" for purposes of serving on an audit committee under Rule 10A-3 and the New York Stock Exchange rules, and we intend to comply with the other independence requirements within the time periods specified. In addition, our board of directors has determined that             will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

        The compensation committee's responsibilities include:

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reviewing and approving, or recommending that our board of directors approve, the compensation of our Chief Executive Officer and our other executive officers;

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reviewing and recommending to our board of directors the compensation of our directors;

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selecting independent compensation consultants and advisors and assessing whether there are any conflicts of interest with any of the committee's compensation advisors; and

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reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans.

        Upon the closing of this offering, our compensation committee will consist of            ,             and            with            serving as chair. As a controlled company, we will rely upon the exemption from the requirement that we have a compensation committee composed entirely of independent directors.

Nominating and Corporate Governance Committee

        The nominating and corporate governance committee's responsibilities include:

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identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; and

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developing and recommending to our board of directors a set of corporate governance guidelines and principles.

        The members of our nominating and corporate governance committee are            ,             and            with            serving as chair. As a controlled company, we will rely upon the exemption from the requirement that we have a nominating and corporate governance committee composed entirely of independent directors.

Risk Oversight

        Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

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Director Compensation

        None of our directors received compensation as a director during fiscal 2014. We intend to approve and implement a compensation policy that, effective upon the closing of this offering, will be applicable to all of our directors that are not nominated by ORIX USA or the HL Voting Trust. See "Executive Compensation—Director Compensation" for more information.

Code of Ethics and Code of Conduct

        We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website, www.hl.com. In addition, we intend to post on our website all disclosures that are required by law or the New York Stock Exchange listing standards concerning any amendments to, or waivers from, any provision of the code.

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EXECUTIVE COMPENSATION

        This section discusses the material components of the executive compensation program for our executive officers who are named in the "Fiscal 2015 Summary Compensation Table" below. In fiscal 2015, our "named executive officers" and their positions were as follows:

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Scott L. Beiser, Chief Executive Officer;

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Irwin N. Gold, Executive Chairman; and

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Scott J. Adelson, Co-President and Global Co-Head of Corporate Finance.

        This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

        The following table sets forth information concerning the compensation of our named executive officers for our fiscal years ended March 31, 2014 and March 31, 2015. We are voluntarily including information regarding fiscal year March 31, 2014 in order to provide additional context regarding our historical executive compensation program.

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)		Total ($)
Scott L. Beiser	2015		275,000		3,137,500		75,000		—		3,487,500
Chief Executive Officer	2014		275,000		2,650,000		65,000		—		2,990,000
Irwin N. Gold	2015		275,000		2,162,500		75,000		—		2,512,500
Executive Chairman	2014		275,000		2,637,422		113,858		12,573		3,038,853
Scott J. Adelson	2015		275,000		4,697,500		75,000		—		5,047,500
Co-President and Global Co-Head of Corporate Finance	2014		275,000		2,586,250		125,000		63,750		3,050,000

(1)

As described in further detail below under the caption "Narrative Disclosure to Summary Compensation Table—Annual Incentive Compensation Program," our fiscal 2015 annual discretionary incentive compensation program was paid, in part, in cash bonuses and the remainder is expected to be comprised of deferred stock awards (granted in fiscal 2016), based on our subjective review of Company and individual performance for fiscal 2015. Amounts in this column with respect to fiscal 2015 reflect the payment of discretionary cash bonuses awarded to the named executive officers with respect to fiscal 2015 performance. Of the amounts reflected in this column with respect to fiscal 2015, $905,749, $555,749 and $1,465,750 has not yet been paid and will be paid to Messrs. Beiser, Gold and Adelson, respectively, in cash on November 30, 2015, subject to the applicable executive's continued employment through the grant date. We currently expect that the deferred stock awards will be granted in connection with this offering to Messrs. Beiser, Gold and Adelson in respect of their fiscal 2015 performance, with such awards vesting in substantially equal one-third installments on April 30 of 2016, 2017 and 2018, subject to the applicable executive's continued employment through the applicable vesting date. Such awards will have dollar-denominated values of $87,500, $62,500 and $127,500, respectively. Although the terms of these awards will permit payment upon vesting in either cash or stock, because we currently expect that these awards will be paid in stock rather than cash, we intend to include these awards in our fiscal 2016 Summary Compensation Table in accordance with applicable SEC rules. These awards are separate from the grants of restricted shares of Fram stock that we intend to make pursuant to the 2006 Plan to certain of our employees, including our named executive officers, in connection with this offering, as discussed further under "—Incentive Compensation—Post-IPO Equity Compensation Program" below.

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(2)

Amounts reflect the full grant-date fair value of restricted stock awards granted during the relevant fiscal year, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 10—Employee Benefit Plans to our audited consolidated financial statements included elsewhere in this prospectus. In accordance with SEC rules, the amounts in this column reflect restricted stock awards granted during the relevant fiscal year that were awarded to the named executive officers based on our subjective review of company and individual performance with respect to the immediately preceding fiscal year.

Narrative Disclosure to Summary Compensation Table

        The primary elements of compensation for our named executive officers are base salaries, annual cash bonuses and equity compensation awards. The named executive officers also participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis, including medical, dental, vision and death/disability benefits.

Base Salaries

        The named executive officers receive base salaries that are intended to provide a fixed component of compensation commensurate with the executive's skill set, experience, role and responsibilities.

        The total base salaries earned by our named executive officers in fiscal 2015 are disclosed in the Summary Compensation Table above.

        The following table sets forth fiscal 2016 base salaries for each of our named executive officers.

Named Executive Officer	Fiscal 2016 Annual Base Salary
Scott L. Beiser	$	400,000
Irwin N. Gold	$	400,000
Scott J. Adelson	$	400,000

        We expect that, following the completion of this offering, base salaries for the named executive officers will be reviewed periodically by the board of directors or the compensation committee, with adjustments expected to be made generally in accordance with the considerations described above and to maintain base salaries at competitive levels.

Incentive Compensation

Annual Incentive Compensation Program

        With respect to fiscal 2015 performance, we have paid in part and intend to further award cash bonuses and equity awards to our named executive officers with respect to both achievement of our short-term financial and strategic objectives and progress made toward our longer-term growth and other goals. During fiscal 2015, we did not maintain a formal bonus program; rather, annual bonuses have been determined on a discretionary basis based on a subjective assessment of the applicable executive's performance and the performance of the Company.

        Historically, after the end of the applicable fiscal year, a dollar-denominated value for each named executive officer's total annual incentive compensation award has been determined, and a portion of the total dollar-denominated award has then been paid in cash, with the remainder granted in the form of restricted stock awards. The cash bonuses typically have been paid in part in the month following the end of the applicable fiscal year, with the remainder paid on or about November 30 of the fiscal year following that in which it was earned, subject to the applicable executive's continued employment through the payment date. Restricted stock awards typically have been granted in the first quarter

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following the end of the applicable fiscal year. The number of Fram shares subject to each restricted stock award historically has been based on the fair market value of our common stock as of the end of the fiscal year of performance, with each award vesting in substantially equal one-third installments over the following three years, subject to continued employment (subject to partial accelerated vesting of one-third of the total number of shares subject to the award upon the applicable executive's death).

        The Summary Compensation Table above reflects the grant date fair value of Fram restricted stock awards granted in fiscal 2015 that we granted pursuant to our fiscal 2014 bonus program. The total number of Fram restricted shares awarded to each named executive officer in fiscal 2015 is set forth in the following table.

Named Executive Officer	Fram Restricted Stock Awards Granted in Fiscal 2015
Scott L. Beiser	543.5
Irwin N. Gold	543.5
Scott J. Adelson	543.5

        With respect to fiscal 2015, the cash bonuses awarded to Messrs. Beiser, Gold and Adelson for fiscal 2015 performance are $3,137,496, $2,162,496 and $4,697,500, respectively, and are set forth in the Summary Compensation Table above (including amounts to be paid on November 30, 2015). We expect the remaining unpaid portion of our named executive officers' 2015 incentive awards will be granted in the form of Fram deferred stock with dollar-denominated values of $87,500, $62,500 and $127,500, respectively, vesting in substantially equal one-third installments on April 30 of 2016, 2017 and 2018, subject to the executive's continued employment through the applicable vesting date, and therefore intend to include these awards in our fiscal 2016 Summary Compensation Table and related compensation disclosure in accordance with applicable SEC rules.

        We expect that we will not maintain a formal bonus program with respect to fiscal 2016 and that our board of directors or compensation committee will make determinations of fiscal 2016 incentive compensation on a discretionary basis.

Equity Grants in Connection with this Offering

        We expect to make grants of restricted shares of Fram stock to certain of our employees, including our named executive officers, in connection with this offering, which will be subject to certain voting and lock-up arrangements. We anticipate that the awards granted to our named executive officers in connection with this offering will vest as to            of the number of shares subject to the award on            , based on the applicable executive's continued service with us through the applicable vesting date. In addition, we currently expect that, in connection with the corporate reorganization, any outstanding restricted shares of Fram stock will be adjusted, in accordance with the adjustment provisions and authority contained in the 2006 Plan, into restricted shares of our Class B common stock, subject to the same vesting conditions that applied prior to the corporate reorganization.

Post-IPO Equity Compensation Program

        We intend to adopt a 2016 Incentive Award Plan, referred to below as the 2016 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2016 Plan will be effective prior to the effectiveness of the registration statement of which this prospectus forms a part. For additional information about the 2016 Plan, see "—Equity Incentive Plans—2016 Incentive Award Plan" below.

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Other Elements of Compensation

        We provide customary employee benefits to our full- and eligible part-time employees, including our named executive officers, in the United States, including medical and dental benefits, short-term and long-term disability insurance, accidental death and dismemberment insurance and life insurance.

        We also maintain a 401(k) retirement savings plan for our employees in the United States, including our named executive officers, who satisfy certain eligibility requirements. Under our 401(k) plan, eligible employees may defer a portion of their compensation, within prescribed tax code limits, on a pre-tax basis through contributions to the 401(k) plan. We did not make any matching contributions under our 401(k) plan to our named executive officers' 401(k) accounts during fiscal 2015.

        We do not make gross-up payments to cover our named executive officers' personal income taxes that may pertain to any of the compensation or perquisites paid or provided by us.

Outstanding Equity Awards at Fiscal Year-End

        The following table summarizes the number of shares of Fram Series E common stock underlying outstanding equity incentive plan awards for each named executive officer as of March 31, 2015. These awards are expected to be assumed by us as part of the corporate reorganization.

			Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Scott L. Beiser		April 30, 2012		133.0	(2)		22,211
		April 30, 2013		346.7	(3)		57,899
		April 30, 2014		543.5	(4)		90,765
Irwin N. Gold		April 30, 2012		66.5	(2)		11,106
		April 30, 2013		607.3	(5)		101,419
		April 30, 2014		543.5	(4)		90,765
Scott J. Adelson		April 30, 2012		200.9	(2)		33,550
		April 30, 2013		666.7	(6)		111,339
		April 30, 2014		543.5	(4)		90,765

(1)

The market value of shares of stock that have not vested is calculated based on the fair market value of $167.00 per share as of March 31, 2015, as determined by the Fram board of directors.

(2)

This restricted stock award vested in full on April 30, 2015.

(3)

This restricted stock award vested as to 173.3 shares of Fram stock on April 30, 2015 and will vest as to 173.4 shares of Fram stock on April 30, 2016.

(4)

This restricted stock award vested as to 181.2 shares of Fram stock on April 30, 2015, and will vest as to 181.2 shares of Fram stock on April 30, 2016 and as to 181.1 shares of Fram stock on April 30, 2017

(5)

This restricted stock award vested as to 303.6 shares of Fram stock on April 30, 2015 and will vest as to 303.7 shares of Fram stock on April 30, 2016.

(6)

This restricted stock award vested as to 333.3 shares of Fram stock on April 30, 2015 and will vest as to 333.4 shares of Fram stock on April 30, 2016.

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Executive Compensation Arrangements

        We have not entered into any employment, severance or change in control arrangements with our named executive officers. However, as discussed above, upon a named executive officer's death, the vesting of any unvested shares granted pursuant to outstanding restricted stock awards held by such executive would partially accelerate with respect to one-third of the total number of shares covered by the award. We do not currently expect to enter into employment, severance or change in control arrangements with our named executive officers in connection with this offering.

Equity Incentive Plans

2006 Incentive Compensation Plan

        In connection with the corporate reorganization, we assumed the 2006 Plan. The 2006 Plan was adopted and approved by Fram's board of directors and its stockholders on December 20, 2013, and amended on            , 2015.

        Prior to the corporate reorganization, the 2006 Plan provided for the grant of restricted stock to officers of Fram, its subsidiaries and ORIX USA, and the grant of cash bonus awards to employees, directors and consultants of HL CA and its subsidiaries. We will not make any further awards under the 2006 Plan following the completion of this offering; however, all outstanding awards under the 2006 Plan, including any awards granted in connection with this offering under the 2006 Plan, will be adjusted to reflect the corporate reorganization and will continue to be governed by their existing terms. The material terms of the 2006 Plan, as amended and restated, are summarized below.

        Administration.    Prior to the corporate reorganization, the compensation committee of the board of directors of Fram administered the 2006 Plan and the awards granted thereunder. After the corporate reorganization and the closing of this offering, our compensation committee will administer the 2006 Plan. We refer to the entity that administers the 2006 Plan as the "plan administrator." Under the 2006 Plan, the plan administrator has the exclusive power, authority and discretion to, among other things, designate eligible individuals to receive awards, determine the types of awards to be granted to each participant, determine the terms and conditions of any award (including any vesting schedules and accelerated vesting schedules) and make all other decisions and determinations that may be required pursuant to the 2006 Plan or as the plan administrator deems necessary or advisable to administer the 2006 Plan.

        Limitations on Awards.    Prior to the corporate reorganization, the aggregate number of shares of Fram Series E common stock or other stock that was authorized for issuance with respect to restricted stock awards granted pursuant to the 2006 Plan (inclusive of the amendment approved in 2015) was                        shares.

        Restricted Stock Awards.    Restricted stock is an award of nontransferable shares of common stock that remains forfeitable unless and until specified vesting conditions are satisfied. The 2006 Plan provides that restricted stock will be evidenced by an award agreement.

        Cash Awards.    The plan administrator may grant one or more cash bonuses to eligible individuals payable on the date or dates specified by the plan administrator.

        Eligibility; Incentive Compensation Requirements.    The 2006 Plan provided for the grant of restricted stock to officers of Fram, its subsidiaries or ORIX USA, and the grant of cash bonus awards to employees, directors and consultants of HL CA and its subsidiaries.

        Transferability and Participant Payments.    Awards under the 2006 Plan are generally non-transferable prior to vesting. With regard to tax withholding arising in connection with awards

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under the 2006 Plan, the plan administrator may, in its discretion, accept cash or check or shares of our Class B common stock that meet specified conditions.

        Corporate Transactions.    In the event of any stock dividend, stock split, combination or exchange of shares, merger consolidation, spin-off, recapitalization, reorganization or other distribution (other than normal cash dividends) of our assets to stockholders, or any other changes affecting the shares of stock issuable under the 2006 Plan or the share price of the stock, the plan administrator will make such proportionate adjustments, if any, as the plan administrator in its discretion deems appropriate to reflect such change with respect to the aggregate number and kind of shares that may be issued under the 2006 Plan and the terms and conditions of any awards. In the event of any of the transactions or events described in the preceding sentence or any unusual or nonrecurring transactions or events affecting our company, any of our affiliates, or the financial statements of our company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the plan administrator, in its discretion, and on such terms and conditions as it deems appropriate, may take certain specified actions permitted by the 2006 Plan to adjust or modify the award in order to prevent dilution or enlargement of the benefits or potential benefits intended to made available under the 2006 Plan or with respect to any award under the 2006 Plan, to facilitate the transactions or events or to give effect to such changes in laws, regulations and principles.

        Plan Amendment and Termination.    The compensation committee or board of directors may amend, modify or terminate the 2006 Plan at any time, except that we will obtain stockholder approval of amendments to the extent necessary to comply with applicable law or listing exchange rules.

        The 2006 Plan is scheduled to expire on April 30, 2018, unless sooner terminated or extended by our board of directors or the compensation committee in accordance with the terms of the 2006 Plan. Nevertheless, as noted above, we will not make any further awards under the 2006 Plan following the completion of this offering. Upon expiration of the 2006 Plan, all outstanding awards will remain in force, subject to the terms of the 2006 Plan or the applicable award agreement.

2016 Incentive Award Plan

        Prior to the consummation of this offering, we intend to adopt the 2016 Plan, under which we may grant cash and equity-based incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2016 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing the 2016 Plan and, accordingly, this summary is subject to change.

        Eligibility and Administration.    Our employees, consultants and directors, and employees, consultants and directors of our subsidiaries will be eligible to receive awards under the 2016 Plan. Following our initial public offering, the 2016 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, stock exchange rules and other laws, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2016 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2016 Plan, including any vesting and vesting acceleration conditions.

        Limitation on Awards and Shares Available.    The aggregate number of shares of common stock that are available for issuance under awards granted pursuant to the 2016 Plan is equal to the sum of            shares of our Class A common stock and Class B common stock and any shares of our Class B

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common stock subject to awards under the 2006 Plan that are available or that terminate, expire or lapse for any reason following the consummation of this offering. The number of shares initially available for issuance will be increased annually beginning on April 1, 2016 and ending on April 1, 2025, by an amount equal to the lowest of (i)             shares, (ii)              percent of the shares of common stock outstanding on the final day of the immediately preceding fiscal year and (iii) such smaller number of shares as determined by our board of directors. No more than            shares of common stock (either Class A or Class B common stock) may be issued upon the exercise of incentive stock options. Shares issued under the 2016 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

        If an award under the 2016 Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2016 Plan. In addition, shares delivered to satisfy the exercise price and/or applicable tax withholding obligations also will be used again for new granted shares under the 2016 Plan. Awards granted under the 2016 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2016 Plan. The aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718 (or any successor thereto), of cash compensation and awards granted to any non-employee director for services as a director pursuant to the 2016 Plan during any fiscal year may not exceed $500,000.

        In addition, after the expiration of a transition period that may apply following the effective date of this offering, the maximum number of shares of our common stock (either Class A or Class B common stock) that may be subject to one or more awards granted to any one participant pursuant to the 2016 Plan during any fiscal year is            and the maximum amount that may be paid under a cash award pursuant to the 2016 Plan to any one participant during any fiscal year is $            . The transition period applicable to the 2016 Plan under Section 162(m) of the Code for compensation plans of corporations which are privately held and which become publicly-held in an initial public offering will expire on the earliest to occur of (i) our annual stockholders' meeting in calendar year 2019, (ii) a material modification or expiration of the 2016 Plan and (iii) the exhaustion of the shares or other compensation reserved for issuance under the 2016 Plan.

        Awards.    The 2016 Plan provides for the grant of stock options, including incentive stock options ("ISOs") and nonqualified stock options ("NSOs"), restricted stock, dividend equivalents, stock payments, restricted stock units ("RSUs"), stock appreciation rights ("SARs") and other stock or cash based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2016 Plan. Certain awards under the 2016 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2016 Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

•

Stock Options.  Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option generally will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction and except as described below. See "—Adjustments, Claw-Back Provisions,

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Transferability, Repricing and Participant Payments". The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

•

SARs.  SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will generally not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction and except as described below, see "—Adjustments, Claw-Back Provisions, Transferability, Repricing and Participant Payments"), and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

•

Restricted Stock and RSUs.  Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

•

Other Stock or Cash Based Awards.  Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other condition.

        Performance Awards.    Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (i) net earnings or losses (either before or after one or more of (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes) or adjusted net income; (iv) profits (including, but not limited to, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; (v) budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); (vi) cash flow (including operating cash flow and free cash flow or cash flow return on capital); (vii) return on assets; (viii) return on capital or invested capital, (ix) cost of capital; (x) return on shareholder's equity; (xi) total shareholder's return; (xii) return on sales; (xiii) costs, reductions in costs and cost control measures; (xiv) expenses; (xv) working capital; (xvi) earnings or loss per share; (xvii) adjusted earnings or loss per share; (xviii) price per share or dividends per share (or appreciation in or maintenance of such price or dividends); (xix) regulatory achievements or compliance; (xx) implementation, completion or attainment of objectives relating to research, development, regulatory, commercial or strategic milestones or developments; (xxi) market share;

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(xxii) economic value or economic value added models; (xxiii) division, group or corporate financial goals; (xxiv) attainment of strategic and operational initiatives; (xxv) customer satisfaction/growth; (xxvi) customer service; (xxvii) employee satisfaction; (xxviii) recruitment and maintenance of personnel; (xxix) human resources management; (xxx) supervision of litigation and other legal matters; (xxxi) strategic partnerships and transactions; (xxxii) financial ratios (including those measuring liquidity, activity, profitability or leverage); (xxxiii) debt levels or reductions; (xxxiv) sales-related goals; (xxxv) financing and other capital raising transactions; (xxxvi) year-end cash; (xxxvii) acquisition activity; (xxxviii) investment sourcing activity; and (xxxix) marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease, peer group results or market performance indicators or indices.

        Certain Transactions.    The plan administrator has broad discretion to take action under the 2016 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as "equity restructurings," the plan administrator will make equitable adjustments to the 2016 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2016 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards may become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change in control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

        Adjustments, Claw-Back Provisions, Transferability, Repricing and Participant Payments.    The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2016 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. Subject to applicable limitations of the Code, the plan administrator may increase or reduce the applicable price per share of an award, or cancel and replace an award with another award. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2016 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a promissory note, a "market sell order" or such other consideration as it deems suitable.

        Plan Amendment and Termination.    Our board of directors may amend awards or amend or terminate the 2016 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2016 Plan, may materially and adversely affect an award outstanding under the 2016 Plan without the consent of the affected participant. Our board of directors is required to obtain stockholder approval of any amendment to the 2016 Plan to the extent necessary to comply with applicable laws and stock exchange listing standards. The 2016 Plan will remain in effect until the tenth anniversary of its effective date, unless earlier terminated by our board of directors.

        We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2016 Plan.

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Director Compensation

        We have not historically provided compensation to our directors. In connection with this offering, we intend to approve and implement a compensation program for our directors that are not our employees or employees of our subsidiaries or nominees of ORIX USA or the HL Voting Trust (each an "outside director"), which we expect will consist of annual retainer fees and long-term equity awards.

        Each outside director is expected to receive an annual cash retainer for his or her services equal to $62,500, payable quarterly in arrears, as well as an annual, fully vested award of common stock with a dollar-denominated value of $62,500. In addition, under the program, each outside director serving on our board of directors as of the closing of this offering will receive a one-time award of restricted stock with a dollar-denominated value equal to $100,000 (based on the initial public offering price). These latter awards will vest in full on the first anniversary of the closing of this offering, subject to continued service, and will accelerate and vest in full upon the outside director's death or disability.

        We will also reimburse each of our directors for their travel expenses incurred in connection with his or her attendance at full board of directors or committee meetings.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions and Relationships with ORIX USA and its Affiliates

        We have been and expect to continue to be a party to various agreements with ORIX USA and its affiliates, some of which will be entered into or modified in connection with the corporate reorganization as described in the section titled "Organizational Structure."

        As part of our historical cash management program, we maintain a receivable owed by OCC, arising from the periodic deposit with OCC of our excess operating funds. The amount of the receivable is periodically reduced through the set-off of affiliate charges and periodic tax settlements that we owe to OCC. The receivable has an outstanding balance of approximately $119.8 million as of June 30, 2015, is currently due on demand and bears interest at a variable rate that was equal to approximately 1.8% at June 30, 2015.

        In addition, we maintain a receivable owed by OGC, an affiliate of ORIX USA. The receivable has an outstanding balance of approximately $75.6 million as of June 30, 2015, is currently due on demand and bears interest at a similar rate.

        In connection with this offering, our current cash management arrangements with OCC and OGC will be replaced by a single new Cash Management Agreement between a U.K. subsidiary of ours and OGC. Under the Cash Management Agreement, we will have the ability to lend excess cash to OGC and all amounts lent are payable on demand. OGC will pay interest to us under the Cash Management Agreement at a rate of LIBOR plus 165 basis points, calculated and payable monthly. The Cash Management Agreement will have a maximum commitment of $150.0 million. The initial amount lent (and payable on demand) under the Cash Management Agreement is expected to be equal to the amount of the existing note owed by OGC. Pursuant to a guarantee agreement with ORIX USA, ORIX USA will guarantee the obligations of OGC under the Cash Management Agreement that arise during the term of such agreement.

        We also maintain the Existing Revolving Credit Facility with ORIX USA, which we intend to terminate and replace with the New Revolving Credit Facility with one or more third party lenders in connection with this offering, and we intend to become the obligor under the New Note, which is initially payable to HLHZ and, as a result of the distributions described above, will ultimately be payable to ORIX USA. For more information, see "Description of Indebtedness."

        We provide financial advisory services to ORIX USA and its affiliates and received fees for these services totaling approximately $0.1 million during fiscal 2015. ORIX USA performs certain management, accounting, legal, regulatory and other administrative services for the benefit of the Company, and charges us a management fee for these services. For fiscal 2015 and the three months ended June 30, 2015, we incurred a management fee expense related to these services of approximately $2.5 million and $0.4 million, respectively. In connection with this offering, we expect to enter into a transition services agreement with ORIX USA, L.P., which we refer to as the Transition Services Agreement, pursuant to which ORIX USA, L.P. will continue to provide internal audit, Sarbanes-Oxley compliance, tax and auditor-related assistance services for the benefit of the Company as well as some services arising out of the termination of the previous services agreement, and we will pay to ORIX USA a management fee for such services, with a minimum fee of at least $200,000 for the first year following the offering. The Transition Services Agreement will have an initial term of six months and will automatically extend for three-month periods, provided that we will have the right to terminate the relationship upon 30 days' notice prior to the end of the initial six-month period or any successive three-month period, and ORIX USA, L.P. will have the right to terminate the relationship following the initial six-month period upon 90 days' notice.

        Prior to the completion of this offering, we expect to make a pro rata distribution to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting

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of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure." We will pay interest to ORIX USA under the New Note at a rate of LIBOR plus 165 basis points, payable quarterly. Beginning on June 30, 2016, we will be required to make quarterly repayments in the amount of $7.5 million, with the remaining principal amount due on the second anniversary of the completion of this offering. We will not be permitted to make dividends to stockholders if there is an event of default under the New Note or if we have not made the required payments thereunder. Our obligation under the New Note will be subordinated to our obligations under the New Revolving Credit Facility.

        We intend to enter into a letter agreement with ORIX USA and Fram (and, solely with respect to certain sections of the letter agreement, a representative of certain former shareholders of our predecessor entity) in connection with the corporate reorganization. The letter agreement will provide that Fram will assign, and we will assume, certain promissory notes issued in connection with the redemption of shares of Fram stock following the termination of employment of our former employees. The letter agreement will also provide for cross-indemnities (other than with respect to taxes, which indemnity will be governed by the Tax Sharing Agreement (as defined below)) that (a) generally place the financial responsibility on us for liabilities associated with (i) the assets, liabilities, operations, business, affairs and other activities of or relating to our business prior to the corporate reorganization and this offering and (ii) claims from former stockholders of Fram (other than ORIX USA or its affiliates) regarding the corporate reorganization, the previous issuance, redemption or repurchase by Fram of equity awards and restricted stock under the 2006 Plan and the Fram Stockholders' Agreement and the payment of other compensation by Fram and (b) generally place the financial responsibility on ORIX USA for liabilities associated with the assets, liabilities, operations, business, affairs or other activities of or relating to the Fram business (other than our business) prior to the corporate reorganization and this offering. The letter agreement also releases parties from certain pre-existing indemnity obligations.

        Prior to the completion of this offering, we and each of our corporate subsidiaries as well as Fram were, for United States federal income tax purposes, members of an affiliated group filing a consolidated return of which ORIX USA was the parent. As is customary in affiliated groups of corporations that file a consolidated return, notwithstanding that ORIX USA acted as agent for the entire group and filed a single United States federal income tax return on behalf of the group which included the taxable income of each member of the group, each such member, including us and our subsidiaries, was required, under a tax sharing agreement, to remit to ORIX USA its share of the consolidated tax liability of the group. In connection with this offering, we intend to agree, pursuant to an amended and restated tax sharing agreement (the "Tax Sharing Agreement") with ORIX USA, that ORIX USA will be responsible for all taxes attributable to the OCC business, including any taxes incurred on the extraction thereof, and we will be responsible for all taxes attributable to (i) our business for any period and (ii) any steps of the corporate reorganization apart from the extraction of the OCC business. Thus, in the event that ORIX USA were to be assessed for taxes attributable to our business for any period, we would be required to compensate ORIX USA for such liability. Similarly, in the event we were assessed for taxes attributable to the OCC business or the extraction thereof, ORIX USA would be required to compensate us for such liability. In addition, if ORIX USA is unable to pay any prior period taxes for which it is responsible, we could be required to pay the entire amount of such taxes.

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Loans to Directors and Executive Officers

Scott J. Adelson Loan

        In 2013, we loaned $1,500,000 to Scott J. Adelson, a member of our board of directors and our Co-President and Global Co-Head of Corporate Finance, with an annual interest rate equal to the U.S. Prime rate of interest ("Prime") plus 1% in connection with his purchase of Fram Series A common stock. The amount due under the loan to Mr. Adelson was forgiven in full in July 2015 and the amount forgiven constitutes income paid to Mr. Adelson for fiscal 2016.

David A. Preiser Loan

        In 2013, we loaned $1,500,000 to David A. Preiser, a member of our board of directors and our Co-President, with an annual interest rate equal to Prime plus 1% in connection with his purchase of Fram Series A common stock. The amount due under the loan to Mr. Preiser was repaid in full and extinguished in July 2015.

J. Lindsey Alley Loan

        In 2012, we loaned $200,000 to J. Lindsey Alley, our Chief Financial Officer, with an annual interest rate equal to Prime in connection with his purchase of Fram Series A common stock. The amount due under the loan to Mr. Alley was forgiven in full in July 2015 and the amount forgiven constitutes income paid to Mr. Alley for fiscal 2016.

New Agreements with Our Existing Stockholders

HL Voting Trust Agreement

        In connection with the corporate reorganization and this offering, we will enter into the HL Voting Trust Agreement with the HL Holders and the trustees of the HL Voting Trust. Pursuant to the HL Voting Trust Agreement, the trustees will have the right to vote the shares of our common stock deposited by any HL Holder, together with any future voting securities received in respect of the HL Stock by way of a stock dividend, distribution, conversion or exchange, in their sole and absolute discretion on any matter, without fiduciary duties of any kind to the HL Holders. The HL Voting Trust will control        % of the total voting rights of HL.

Lock-Up Agreements

        In connection with the corporate reorganization, each HL Holder depositing shares of our common stock into the HL Voting Trust will also enter into an individual lock-up agreement with the Company. Under these lock-up agreements, shares of our common stock deposited into the HL Voting Trust and beneficially owned by the HL Holders will generally be locked up for a period of three years following this offering, after which these shares will become transferable in three equal installments on each of the third, fourth and fifth anniversary of this offering; provided, that shares of our common stock held by managing directors and certain senior corporate officers of the Company whose employment with us or any of our subsidiaries terminates prior to the third anniversary of this offering for reasons other than death or disability will be subject to transfer restrictions, and will be ineligible to participate in any follow-on offerings, in each case, through the seventh anniversary of this offering. Notwithstanding the foregoing, the lock-up agreements provide that following the expiration of the 180-day underwriters' lock-up:

•

up to 10% of each HL Holder's shares held through the HL Voting Trust may be transferred for the purpose of charitable gifts and transfers to various family trusts for estate planning purposes, with any shares transferred under this exception reducing the number of shares that become transferable on the next transferability date; and

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•

our board of directors may authorize sales in underwritten offerings in accordance with the terms of the registration rights agreement entered into between HL and the HL Holders; provided, that, any shares sold under this exception will reduce the number of shares that become transferable on the third or fourth anniversary of this offering as described above.

        Under the lock-up agreements, our board of directors may consent to exceptions to those transfer restrictions, subject to any limitations or conditions imposed by it.

Stockholders' Agreement

        In connection with this offering, we will enter into the Stockholders' Agreement with ORIX USA and the trustees on behalf of the HL Voting Trust. Pursuant to the Stockholders' Agreement, we expect our board of directors will initially consist of                members, with ORIX USA and the trustees on behalf of the HL Voting Trust each having the right to recommend the nomination of four of the board members. The number of board members that ORIX USA is entitled to recommend for nomination is subject to maintaining certain ownership thresholds. If ORIX USA loses its right to recommend for nomination any director nominees pursuant to the terms of the Stockholders' Agreement, these positions will generally be filled by individuals recommended for nomination by the trustees on behalf of the HL Voting Trust. The Stockholders' Agreement also provides that approval of two-thirds of the board will be required for certain corporate actions for a period of time based on ORIX USA's continuing ownership level. See "Management—Corporate Governance—Composition of our Board of Directors" for a further discussion of these provisions.

        Under the Stockholders' Agreement, we have agreed with ORIX USA upon certain standards to be satisfied in order for shares of our common stock subject to individual lock-up agreements to participate in underwritten offerings. In particular:

•

the price, size, timing and other terms of any such sales must be approved by our board of directors and, until the first anniversary of the expiration of the 180-day underwriters' lock-up, may be delayed by ORIX USA by up to 120 days;

•

so long as ORIX USA maintains ownership of 10% or more of our outstanding common stock on a fully diluted basis, the number of shares of our common stock held by employees of the Company may not fall below 42%, 37% or 32% of outstanding stock on a fully diluted basis during the first, second or third year after this offering, respectively;

•

all HL Holders not subject to a five-year or seven-year lock-up will generally be offered the opportunity to participate on a pro rata basis, and no HL Holder who is also a member of our board of directors may sell more than his or her pro rata share without board approval; and

•

if ORIX USA is participating in the underwritten offering, then the relative participation of ORIX USA and the participating HL Holders in the offering will be determined consistent with the applicable registration rights agreement, pursuant to which, in the event of any necessary reduction in the size of the offering, such reduction shall be applied so that 75% of the shares in the offering will be sold by ORIX USA and 25% of the shares in the offering will be sold by the HL Holders (or as close to such ratio as possible, given the desired amounts and the size of any necessary reduction).

Registration Rights Agreements

        In connection with this offering, we intend to enter into Registration Rights Agreements with each of ORIX USA and the HL Holders pursuant to which these holders can demand that we file a registration statement relating to shares of our common stock, including shares of our Class A common stock issuable upon conversion of the shares of our Class B Common Stock, which common stock we refer to as registrable shares, and can request that their registrable shares be covered by a registration

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statement that we are otherwise filing. In the case of the HL Holders, these rights are subject to the lock-up provisions discussed above.

        Demand Registration Rights.    Subject to the terms of the lock-up agreements entered into by the selling stockholders, the holders of registrable shares entitled to demand registration rights may request that we register all or a portion of their registrable shares for sale under the Securities Act. We will effect the registration as requested unless, in the good faith and reasonable judgment of our board of directors, such registration should be delayed. We may be required to effect two of these registrations in the first year following consummation of this offering and up to three such registrations each year thereafter, any of which may involve an underwritten offering. In addition, when we are eligible for the use of Form S-3, or any successor form, holders of registrable shares entitled to demand registration rights may make unlimited requests that we register all or a portion of their registrable shares for sale under the Securities Act on Form S-3, or any successor form.

        Incidental Registration Rights.    In addition, if at any time after this offering we register any shares of our Class A common stock, the holders of all registrable shares are entitled to notice of the registration and to have all or a portion of their registrable shares included in the registration.

        Other Provisions.    In the event that any registration in which the holders of registrable shares participate pursuant to either of our Registration Rights Agreements is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited due to market conditions.

        We will pay all registration expenses related to any demand or incidental registration, other than underwriting discounts, selling commissions and transfer taxes. Our Registration Rights Agreements will contain customary cross-indemnification provisions, pursuant to which we will be obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they will be obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them.

Indemnification Agreements

        Our bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted by law. In addition, we expect to enter into indemnification agreements with all of our directors and executive officers prior to the completion of this offering.

Policies and Procedures for Related Person Transactions

        Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Prior to the closing of this offering, our board of directors will adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock that is listed on the New York Stock Exchange. Under the new policy:

•

any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the board of directors composed solely of independent directors who are disinterested or by the disinterested members of the board of directors; and

•

any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

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        In connection with the review and approval or ratification of a related person transaction:

•

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person's direct or indirect interest in, or relationship to, the related person transaction;

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a "personal loan" for purposes of Section 402 of the Sarbanes-Oxley Act.

        In addition, the related person transaction policy will provide that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee's status as an "independent," "outside" or "non-employee" director, as applicable, under the rules and regulations of the SEC, the New York Stock Exchange and the Code.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth information with respect to the beneficial ownership of our common stock, immediately following the corporate reorganization and prior to this offering, and after this offering, for:

•

each person known by us to beneficially own more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors and director nominees;

•

all of our executive officers, directors and director nominees as a group; and

•

all selling stockholders.

        Each stockholder's ownership prior to this offering is based on no shares of our Class A common stock and            shares of our Class B common stock that would have been outstanding as of            , 2015, after giving effect to the issuance of restricted shares of Fram stock that we anticipate granting under the 2006 Plan to employees in connection with this offering and the conversion of such restricted shares into restricted shares of Class B common stock, and the corporate reorganization. Each stockholder's ownership after this offering is based on            shares of our Class A common stock and            shares of our Class B common stock outstanding immediately after the completion of this offering.

        The number of shares of our common stock beneficially owned by each stockholder is determined under rules issued by the Securities and Exchange Commission and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares of our common stock as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares of our common stock beneficially owned by an individual or entity and the percentage ownership of that person, shares of our common stock subject to options, or other rights, including the redemption right described above, held by such person that are currently exercisable or will become exercisable within 60 days of            , are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is c/o Houlihan Lokey, Inc.; 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067. Each of the stockholders listed has sole voting and investment power with respect to the shares of our common stock beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

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	Shares beneficially owned prior to this offering											Shares beneficially owned following this offering
	Class A					Class B						Class A				Class B
										% total voting power**	Shares being Sold								% total voting power**
Name of beneficial owner	Shares		Percentage			Shares	Percentage					Shares	Percentage			Shares	Percentage
5% Stockholders
ORIX USA(1)		—		—	%				%					—	%			%		%
HL Voting Trust(2)		—		—	%				%					—	%			%		%
Named Executive Officers, Directors and Director Nominees
Scott L. Beiser(3)		—		—	%				%					—	%			%		%
Irwin N. Gold(4)		—		—	%				%					—	%			%		%
Scott J. Adelson(5)		—		—	%				%					—	%			%		%
David A. Preiser		—		—	%				%					—	%			%		%
Hideto Nishitani		—		—	%			—	%					—	%			%		%
Ron K. Barger		—		—	%			—	%					—	%			%		%
Paul E. Wilson		—		—	%			—	%					—	%			%		%
Robert J.B. Lenhardt		—		—	%			—	%					—	%			%		%
All directors, director nominees and executive officers as a group (      persons)		—		—	%				%					—	%			%		%
Other Selling Stockholders		—		—	%				%					—	%			%		%
Other employee selling stockholders each holding less than 1%(6)		—		—	%				%					—	%			%		%

*

Represents beneficial ownership of less than 1%.

**

Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each share of Class A common stock will be entitled to one vote per share and each share of Class B common stock will be entitled to ten votes per share. For more information, see "Description of Capital Stock—Class A Common Stock and Class B Common Stock."

(1)

The following individuals are the members of the board of directors of ORIX USA and as such may be deemed to share voting and dispositive control of the shares of common stock held by ORIX USA: Yoshihiko Miyauchi, Makoto Inoue, Kazuo Kojima, Hideto Nishitani, Noboru Kawai and David E. Mundell. These individuals disclaim beneficial ownership of the shares held by ORIX USA. ORIX USA's shares are held directly by ORIX HLHZ Holding, LLC, a Delaware limited liability company, which is wholly owned by ORIX Capital Markets, LLC, a Delaware limited liability company, which is wholly owned by ORIX USA. The address of all three ORIX entities is 1717 Main Street, Suite 1100, Dallas, Texas 75201.

(2)

Consists of shares of Class B common stock held indirectly by the HL Holders through a voting trust of which Scott L. Beiser, Irwin N. Gold and Robert Hotz are the trustees. All decisions with respect to the voting of the Class B common stock will be made by the trustees of the HL Voting Trust, in their sole and absolute discretion, without fiduciary duties of any kind to the HL Holders.

(3)

Consists of shares of Class B common stock held indirectly by the HL Holders through the HL Voting Trust, of which Mr. Beiser is a trustee. Mr. Beiser disclaims beneficial ownership of such shares except to the extent of            shares held by The Beiser Stock Trust, over which Mr. Beiser has disposition power.

(4)

Consists of shares of Class B common stock held indirectly by the HL Holders through the HL Voting Trust, of which Mr. Gold is a trustee. Mr. Gold disclaims beneficial ownership of such shares, except to the extent of            shares held by The Gold Stock Trust, over which Mr. Gold has disposition power.

(5)

Consists of                        shares held by the Adelson Stock Trust, over which Mr. Adelson has disposition power.

(6)

In addition to the selling shareholders named elsewhere in the table,            employees and members of our management are offering shares of our Class A common stock. The number of shares of our Class A common stock being offered by each such employee or member of our management ranges from            to            and such employees and members of our management are each offering, on average,            shares of our Class A common stock. Certain of such employees and members of our management hold their interest in Houlihan Lokey through revocable living trusts.

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DESCRIPTION OF CAPITAL STOCK

General

        As of the closing of this offering, our authorized capital stock will consist of      shares of common stock, par value $0.001 per share, and      shares of preferred stock, par value $0.001 per share. Our common stock will be divided into two classes, Class A common stock and Class B common stock. Following this offering, our authorized Class A common stock will consist of      shares and our authorized Class B common stock will consist of      shares.

        The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The description of our capital stock reflects the corporate reorganization.

Class A Common Stock and Class B Common Stock

        As of      , 2015, there were no shares of our Class A common stock outstanding and            shares of Class B common stock outstanding and held of record by      stockholders, assuming the consummation of the corporate reorganization, described in the section titled "Organizational Structure" prior to the completion of this offering, including the making of a pro rata distribution prior to the consummation of this offering to our direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure."

Voting Rights

        Holders of our Class A common stock and Class B common stock have identical rights, provided that, except as otherwise described below with respect to the right to vote on any amendment to our amended and restated certificate of incorporation relating to any series of preferred stock or as required by applicable law, on any matter that is submitted to a vote of our stockholders, holders of our Class A common stock are entitled to one vote per share of Class A common stock and holders of our Class B common stock are entitled to ten votes per share of Class B common stock. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law.

        Upon the completion of this offering, under our amended and restated certificate of incorporation, we may not increase or decrease the authorized number of shares of Class A common stock or Class B common stock without the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our capital stock entitled to vote, voting together as a single class. Upon the completion of this offering, under our amended and restated certificate of incorporation, holders of our Class A common stock and Class B common stock will not be entitled to vote on any amendment to our amended and restated certificate of incorporation that relates solely to the terms of one or more

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outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our amended and restated certificate of incorporation or pursuant to the DGCL.

        We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

        Except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation, those described below.

        Dividends.    Any dividend or distributions paid or payable to the holders of shares of Class A common stock and Class B common stock shall be paid equally, identically and ratably, on a per share basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class; provided, however, that if a dividend or distribution is paid in the form of Class A common stock or Class B common stock (or rights to acquire shares of Class A common stock or Class B common stock), then the holders of the Class A common stock will receive Class A common stock (or rights to acquire shares of Class A common stock) and holders of Class B common stock will receive Class B common stock (or rights to acquire shares of Class B common stock) with holders of Class A common stock and Class B common stock receiving an identical number of shares of Class A common stock or Class B common stock (or rights to acquire such stock, as the case may be).

        Liquidation.    In the event of our dissolution, liquidation or winding-up of our affairs, whether voluntary or involuntary, after payment or provision for payment of our debts and other liabilities and after making provision for the entitlements of holders of any series of preferred stock, our remaining assets and funds, if any, shall be divided among and paid ratably to the holders of the shares of Class A common stock and Class B common stock, treated as a single class, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

        Subdivisions, Combinations and Reclassifications.    If we subdivide, combine or reclassify in any manner outstanding shares of Class A common stock or Class B common stock, then the outstanding shares of all common stock will be subdivided, combined or reclassified in the same proportion and manner, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

        Change of Control Transaction.    In connection with any change of control transaction (as defined in our amended and restated certificate of incorporation), the holders of Class A common stock and Class B common stock will be treated equally, identically and ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

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Conversion

        Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in our amended and restated certificate of incorporation. In addition, upon the date on which the aggregate outstanding shares of common stock owned by (i) ORIX USA, (ii) the HL Voting Trust and (iii) the beneficiaries of the HL Voting Trust or certain of their transferees collectively represent less than 20% of the then aggregate outstanding shares of common stock, or on a date specified by the holders of at least 66²/3% of the outstanding shares of Class B common stock (the "Final Conversion Date"), all outstanding shares of Class B common stock shall convert automatically into Class A common stock.

Preferred Stock

        Under the terms of our amended and restated certificate of incorporation, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, powers, privileges, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions, of each series of preferred stock. Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the outstanding shares of stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the preferred stock voting separately as a class shall be required therefor.

        The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Registration Rights

        In connection with this offering, we intend to enter into Registration Rights Agreements with each of ORIX USA and the HL Holders pursuant to which these holders can demand that we file a registration statement relating to shares of our common stock, including shares of our Class A common stock issuable upon conversion of the shares of our Class B Common Stock, which common stock we refer to as registrable shares, and can request that their registrable shares be covered by a registration statement that we are otherwise filing. In the case of the HL Holders, these rights are subject to the lock-up provisions discussed above.

        Demand Registration Rights.    Subject to the terms of the lock-up agreements entered into by the selling stockholders, after the closing of this offering, the holders of registrable shares entitled to demand registration rights may request that we register all or a portion of their registrable shares for sale under the Securities Act. We will effect the registration as requested unless, in the good faith and reasonable judgment of our board of directors, such registration should be delayed. We may be required to effect two of these registrations in the first year following consummation of this offering

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and up to three such registrations each year thereafter. In addition, when we are eligible for the use of Form S-3, or any successor form, holders of registrable shares entitled to demand registration rights may make unlimited requests that we register all or a portion of their registrable shares for sale under the Securities Act on Form S-3, or any successor form.

        Incidental Registration Rights.    In addition, if at any time after this offering we register any shares of our Class A common stock, the holders of all registrable shares are entitled to notice of the registration and to have all or a portion of their registrable shares included in the registration.

        Other Provisions.    In the event that any registration in which the holders of registrable shares participate pursuant to either of our Registration Rights Agreements is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited due to market conditions.

        We will pay all registration expenses related to any demand or incidental registration, other than underwriting discounts, selling commissions and transfer taxes. Our Registration Rights Agreements contain cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them.

Exclusive Venue

        Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware, unless we agree otherwise. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Anti-Takeover Provisions

        We will not be governed by Section 203 of the DGCL ("Section 203"), and the restrictions contained in Section 203 will not apply to us, until the moment in time immediately following the time at which both of the following conditions exist (if ever): (i) Section 203 by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to us; and (ii) the Final Conversion Date has occurred, and we will thereafter be governed by Section 203 if and for so long as Section 203 by its terms shall apply to us. Subject to certain exceptions, Section 203 prevents a publicly-held Delaware corporation from engaging in a "business combination" with any "interested stockholder" for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A "business combination" includes, among other things, a merger or consolidation involving us and the "interested stockholder" and the sale of more than 10% of our assets. In general, an "interested stockholder" is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. Neither ORIX USA nor the HL Voting Trust will be an "interested stockholder" subject to any such prohibition on engaging in business combinations with us.

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Classified Board of Directors and Removal of Directors

        Our amended and restated certificate of incorporation and our amended and restated bylaws provide for the division of our board of directors into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. Our amended and restated certificate of incorporation and our amended and restated bylaws also provide that, from and after the Final Conversion Date, a director may be removed only for cause and only by the affirmative vote of the holders of at least 66²/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors. Additional provisions with regard to removal of directors are included in our Stockholders' Agreement. Subject to any rights of the holders of any series of preferred stock to elect directors, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

        The limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.

Super-Majority Voting

        The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our amended and restated bylaws may be amended or repealed by a majority vote of our board of directors or the affirmative vote of the holders of at least 66²/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors. In addition, the affirmative vote of the holders of at least 66²/3% of the votes of the then-outstanding shares of our capital stock which all our stockholders would be entitled to cast in an election of directors, voting together as a single class, is required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our amended and restated certificate of incorporation described in this paragraph and under "—Classified Board of Directors and Removal of Directors" above.

Stockholder Action by Written Consent

        Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. From and after the Final Conversion Date, any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders in lieu of a meeting.

Special Meeting of Stockholders

        Our amended and restated certificate of incorporation and our amended and restated bylaws provide that, except as otherwise required by law, special meetings of our stockholders can only be called by our board of directors pursuant to a resolution adopted by the majority of our board, our chairman of the board (or in the event of co-chairmen, either chairman), our chief executive officer, our president or either of our co-presidents (in the event there is no chief executive officer).

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Authorized But Unissued Shares

        The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the New York Stock Exchange. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

        The transfer agent and registrar for our Class A common stock will be Computershare Trust Company, N.A.

Listing

        We have applied to list our Class A common stock on the New York Stock Exchange under the symbol "HLI."

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DESCRIPTION OF INDEBTEDNESS

Existing Revolving Credit Facility

        On April 1, 2009, we entered into the Existing Revolving Credit Facility. The Existing Revolving Credit Facility provides for a revolving total commitment of $100.0 million and bears interest at a variable rate per annum that was equal to approximately 2.8% at June 30, 2015. The Existing Revolving Credit Facility will mature and all amounts outstanding will be due and payable on the earlier of (i) January 1, 2016 and (ii) the date that is one year after the occurrence of a Change of Control (as such term is defined in the loan agreement governing the Existing Revolving Credit Facility). As of June 30, 2015, we had no borrowings outstanding under the Existing Revolving Credit Facility and $100.0 million of availability. The Existing Revolving Credit Facility is unsecured. Obligations under the Existing Revolving Credit Facility are guaranteed by each of Houlihan Lokey's domestic subsidiaries with certain exceptions. The loan agreement governing the Existing Revolving Credit Facility contains customary restrictive covenants and events of default. As of June 30, 2015, we were in compliance with all covenants and no event of default (as such term is defined in the loan agreement governing the Existing Revolving Credit Facility) had occurred. Prior to this offering, we intend to replace the Existing Revolving Credit Facility with the New Revolving Credit Facility.

New Revolving Credit Facility

        In connection with this offering, we intend to enter into the New Revolving Credit Facility with one or more third party lenders. We are still in preliminary discussions with potential arrangers and lenders with respect to the terms of the New Revolving Credit Facility. The actual terms of the New Revolving Credit Facility will depend on the results of negotiations with lenders. We expect that affiliates of certain of the underwriters may participate as arrangers and/or lenders under the New Revolving Credit Facility.

        The New Revolving Credit Facility is expected to provide for a revolving line of credit of $75.0 million. We anticipate that borrowings under the New Revolving Credit Facility will bear interest, at our option, at either the base rate or LIBOR plus, in each case, an applicable margin of 1.00% per annum with respect to LIBOR loans and 0.00% per annum with respect to base rate loans. We anticipate that the New Revolving Credit Facility will mature and all amounts outstanding will be due and payable two years from the effective date of the New Revolving Credit Facility (the "New Revolving Credit Facility Effective Date"). We anticipate that a portion of the New Revolving Credit Facility will permit the issuance of letters of credit upon our request.

        The New Revolving Credit Facility is expected to be secured by a first-priority security interest in all present and future shares of capital stock of (or other ownership or profit interests in) each of Houlihan Lokey's present and future first-tier domestic subsidiaries (including, for the avoidance of doubt, each broker dealer subsidiary) other than certain domestic subsidiaries all or substantially all of the assets of which consist of interests of one or more "controlled foreign corporations" (as defined within the meaning of Section 957 of the Code) ("CFC Holdcos"), and 65% of the present and future shares of capital stock (or other ownership or profit interests in) each of Houlihan Lokey's present and future first-tier foreign subsidiaries and CFC Holdcos.

        The New Revolving Credit Facility will be guaranteed by each of Houlihan Lokey's existing and future direct and indirect domestic subsidiaries (other than certain domestic subsidiaries, including any domestic subsidiary prohibited by law from providing such guaranty, any broker dealer subsidiary, certain immaterial subsidiaries to be agreed, or any CFC Holdco). Additionally, Houlihan Lokey will provide a guaranty of any treasury or cash management services or swap or hedging arrangements entered into by any subsidiary of Houlihan Lokey with any lender (or any affiliate thereof).

        We expect that the New Revolving Credit Facility will contain covenants that, among other things, restrict Houlihan Lokey's ability to, subject to specified exceptions, incur additional debt; incur

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additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve itself, engage in businesses that are not in a related line of business; make loans, advances or guarantees; pay dividends or make other distributions (with certain exceptions, including tax distributions and repurchases of management equity and additional dividends or distributions so long as we satisfy and agreement upon fixed charge coverage ratio); engage in transactions with affiliates; and make investments. We anticipate that Houlihan Lokey will be required to maintain (i) a specified adjusted EBITDA, (ii) a specified consolidated leverage ratio, and (iii) a specified consolidated fixed-charge coverage ratio.

        We expect that events of default under the New Revolving Credit Facility will include, but not be limited to: (i) non-payment; (ii) default of specific covenants; (iii) other defaults; (iv) breach of representations and warranties; (v) cross-defaults to other indebtedness in an amount to be agreed; (vi) insolvency proceedings; (vii) inability to pay debts or attachment; (viii) judgments; (ix) ERISA; (x) invalidity of Loan Documents; (xi) change of control; and (xii) invalidity of subordination.

New Note

        Prior to the consummation of this offering, we expect to make a pro rata distribution to direct holders that will ultimately be paid to our existing owners in the amount of $             million, consisting of (i) a short-term note in the aggregate amount of $            , to be repaid immediately after the consummation of this offering, which will be allocated $             million to ORIX USA and $             million to the HL Holders, (ii) the New Note and (iii) certain of our non-operating assets (valued in the aggregate at approximately $22.8 million as of June 30, 2015 and which, together with the costs required to manage the non-operating assets, generated approximately $0.5 million of income before provision for income taxes and approximately $0.6 million of loss before provision for income taxes for income taxes for fiscal 2015 and the three months ended June 30, 2015, respectively), which will be distributed to certain of the HL Holders, in each case as described under "Organizational Structure." We will pay interest to ORIX USA under the New Note at a rate of LIBOR plus 165 basis points, payable quarterly. Beginning on June 30, 2016, we will be required to make quarterly repayments in the amount of $7.5 million with the remaining principal amount due on the second anniversary of the completion of this offering. We will not be permitted to make dividends to stockholders if there is an event of default under the New Note or if we have not made the required payments thereunder. Our obligation under the New Note is unsecured and will be subordinated to our obligations under the New Revolving Credit Facility. The New Note has the following events of default: (i) non-payment (but only to the extent that payment under the New Note is not prohibited by the terms of the New Revolving Credit Facility); (ii) default of covenants; (iii) insolvency proceedings; and (iv) cross acceleration to the Revolving Credit Facility. Upon the occurrence and during the continuance of an event of default, the holder of the New Note shall have, among other remedies, the right to accelerate the obligations under the New Note and to increase the interest rate by two percent (2%) per annum.

Employee Promissory Notes

        Historically, in connection with the periodic separation of certain of our former employees, and pursuant to the existing Fram Stockholders' Agreement, Fram repurchased shares held by such persons in exchange for promissory notes. As of June 30, 2015, the aggregate principal amount of the various promissory notes, which are held by 116 former employees, is approximately $18.5 million. Amounts owed to individuals under the promissory notes range from $1,000 to $3.1 million as of June 30, 2015, and the maturities of the various promissory notes extend out to fiscal year 2028. As part of the corporate reorganization, we will assume Fram's obligations with respect to the promissory notes in exchange for an increase in like amount under our existing cash management arrangement with OCC. Upon the closing of the corporate reorganization, OCC will repay to us all amounts outstanding under the existing cash management arrangement (including the amount incurred in connection with our assumption of Fram's obligations under the promissory notes). Our obligations under the promissory notes will be unsecured.

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SHARES ELIGIBLE FOR FUTURE SALE

        Immediately prior to this offering, there was no public market for our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock. Although we have applied to have our Class A common stock listed on the New York Stock Exchange, we cannot assure you that there will be an active public market for our Class A common stock.

        Upon the closing of this offering, and after giving effect to the corporate reorganization, based on the number of shares of our capital stock outstanding as of June 30, 2015, we will have outstanding an aggregate of            shares of Class A common stock,            shares of Class B common stock and no shares of preferred stock. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

        The remaining                shares of common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

Lock-Up Agreements

        We and each of our directors, executive officers and holders of substantially all of our outstanding common stock (including securities convertible into or exchangeable or exercisable for shares of our common stock) have agreed that, without the prior written consent of the representatives of the underwriters, we and they will not, subject to limited exceptions, during the period ending 180 days after the date of this prospectus, subject to extension in specified circumstances:

•

offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or, in the case of the Company, file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

•

enter into any swap or other arrangement that transfers to another, all or a portion of the economic consequences of ownership of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; or

•

in the case of our directors, executive officers and holders of substantially all of our common stock (including securities convertible into or exchangeable or exercisable for our common stock), make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock,

whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise. After this period, common stock held in the HL Voting Trust will become transferable in three equal installments on each of the third, fourth and fifth anniversary of this offering, subject to acceleration in certain circumstances, and provided, that shares of our common stock held by managing directors and certain senior corporate officers of the Company whose employment with us or any of our subsidiaries terminates prior to the third anniversary of this offering for reasons other than death or disability will be subject to transfer restrictions, and will be ineligible to participate in any follow-on offerings, in each case, through the seventh anniversary of this

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offering. Notwithstanding the foregoing, the lock-up agreements provide that following the expiration of the 180-day underwriters' lock-up:

•

up to 10% of each HL Holder's shares held through the HL Voting Trust may be transferred for the purpose of charitable gifts and transfers to various family trusts for estate planning purposes, with any shares transferred under this exception reducing the number of shares that become transferable on the next transferability date; and

•

our board of directors may authorize sales in underwritten offerings in accordance with the terms of the registration rights agreement entered into between HL and HL Holders who have deposited their shares of common stock into the HL Voting Trust.

        Under the lock-up agreements, our board of directors may consent to exceptions to those transfer restrictions, subject to any limitations or conditions imposed by it.

        Upon the expiration of the applicable lock-up periods, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.

Rule 144

Affiliate Resales of Restricted Securities

        In general, under Rule 144, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least 180 days would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three-month period that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately            shares immediately after this offering; or

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the average weekly trading volume in our Class A common stock on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

        Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the New York Stock Exchange concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

        In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the 90 days preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

        Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

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Equity Plans

        We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our common stock issuable under the 2016 Plan. We expect to file the registration statement covering shares offered pursuant to our stock plans shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale provisions of Rule 144.

Registration Rights

        Upon the closing of this offering, ORIX USA and the HL Holders, which collectively hold            shares of our Class B common stock, or certain of their transferees will be entitled to various rights with respect to the registration of the shares of common stock, including shares of our Class A common stock that would be issuable upon the conversion of such shares under the Securities Act. See "Description of Capital Stock—Registration Rights" for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS OF CLASS A COMMON STOCK

        The following discussion is a summary of the material United States federal income tax consequences to Non-United States Holders (as defined below) of the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other United States federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-United States tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-United States Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

        This discussion is limited to Non-United States Holders that hold our Class A common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all United States federal income tax consequences relevant to a Non-United States Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-United States Holders subject to special rules, including, without limitation:

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United States expatriates and former citizens or long-term residents of the United States;

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persons subject to the alternative minimum tax;

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persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies, and other financial institutions;

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brokers, dealers or traders in securities;

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"controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid United States federal income tax;

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partnerships or other entities or arrangements treated as partnerships for United States federal income tax purposes (and investors therein);

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tax-exempt organizations or governmental organizations;

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persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;

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persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

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tax-qualified retirement plans.

        If an entity treated as a partnership for United States federal income tax purposes holds our Class A common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Class A common stock and the partners in such partnerships should consult their tax advisors regarding the United States federal income tax consequences to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-United States Holder

        For purposes of this discussion, a "Non-United States Holder" is any beneficial owner of our Class A common stock that is neither a "United States person" nor an entity treated as a partnership for United States federal income tax purposes. A United States person is any person that, for United States federal income tax purposes, is or is treated as any of the following:

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an individual who is a citizen or resident of the United States;

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a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to United States federal income tax regardless of its source; or

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a trust that (1) is subject to the primary supervision of a United States court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

Distributions

        If we make distributions of cash or property on our Class A common stock, such distributions will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Amounts not treated as dividends for United States federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-United States Holder's adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

        Subject to the discussion below on effectively connected income, dividends paid to a Non-United States Holder of our Class A common stock will be subject to United States federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-United States Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). If a Non-United States Holder holds the stock through a financial institution or other intermediary, the Non-United States Holder will be required to provide appropriate documentation to the intermediary, which then will be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. A Non-United States Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-United States Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

        If dividends paid to a Non-United States Holder are effectively connected with the Non-United States Holder's conduct of a trade or business within the United States (and, if required by an

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applicable income tax treaty, the Non-United States Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-United States Holder will be exempt from the United States federal withholding tax described above. To claim the exemption, the Non-United States Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-United States Holder's conduct of a trade or business within the United States.

        Any such effectively connected dividends will be subject to United States federal income tax on a net income basis at the regular graduated rates. A Non-United States Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-United States Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

        A Non-United States Holder will not be subject to United States federal income tax on any gain realized upon the sale or other taxable disposition of Class A our common stock unless:

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the gain is effectively connected with the Non-United States Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-United States Holder maintains a permanent establishment in the United States to which such gain is attributable);

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the Non-United States Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

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our Class A common stock constitutes a United States real property interest ("USRPI") by reason of our status as a United States real property holding corporation ("USRPHC") for United States federal income tax purposes.

        Gain described in the first bullet point above generally will be subject to United States federal income tax on a net income basis at the regular graduated rates. A Non-United States Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

        Gain described in the second bullet point above will be subject to United States federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by United States source capital losses of the Non-United States Holder (even though the individual is not considered a resident of the United States), provided the Non-United States Holder has timely filed United States federal income tax returns with respect to such losses.

        With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-United States real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-United States Holder of our Class A common stock will not be subject to United States federal income tax if our Class A common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-United States Holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-United States Holder's holding period.

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        Non-United States Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

        Payments of dividends on our Class A common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-United States status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-United States Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the United States or conducted through certain United States-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our Class A common stock conducted through a non-United States office of a non-United States broker generally will not be subject to backup withholding or information reporting.

        Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-United States Holder resides or is established.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-United States Holder's United States federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

        Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-United States financial institutions and certain other non-United States entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our Class A common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the United States Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

        Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of dividends on our Class A common stock and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2017.

        Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

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UNDERWRITING (CONFLICT OF INTEREST)

        Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. are acting as representatives of each of the underwriters named below. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., UBS Securities LLC, Keefe, Bruyette & Woods, Inc. and Houlihan Lokey Capital, Inc. are acting as joint-bookrunning managers of the offering. Subject to the terms and conditions set forth in an underwriting agreement among us, the selling stockholders and the underwriters, the selling stockholders have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase, at the initial public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, from the selling stockholders, the number of shares of Class A common stock set forth opposite its name below.

Name	Number of shares of Class A Common Stock
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
Goldman, Sachs & Co.
UBS Securities LLC
Keefe, Bruyette & Woods, Inc.
Houlihan Lokey Capital, Inc.
Sandler O'Neill & Partners, L.P.
JMP Securities LLC
Total

        The underwriters are committed to purchase all the shares of Class A common stock offered by the selling stockholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

        The underwriters propose to offer the shares of Class A common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $            per share. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters.

        We have agreed to indemnify the several underwriters and their controlling persons against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Option to Purchase Additional Shares

        The underwriters have an option to buy up to                additional shares of Class A common stock from the selling stockholders. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of Class A common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

Underwriting Discounts and Expenses

        The underwriting fee is equal to the public offering price per share of Class A common stock less the amount paid by the underwriters to us per share of Class A common stock. The underwriting fee is $            per share. The offering of the shares of Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part. The following table shows the per share and total underwriting discounts and commissions to be paid

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to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

	Without option exercise	With full option exercise
Per share	$	$
Total	$	$

        We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            . We have agreed to reimburse the underwriters for certain expenses, including up to an aggregate of $            in connection with the clearance of this offering with the FINRA. Such reimbursement is deemed to be underwriting compensation by FINRA.

Lock-up

        We have agreed that we will not:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (regardless of whether any such transaction is to be settled by the delivery of shares of our common stock or such other securities, in cash or otherwise), or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; or

•

enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences associated with the ownership of any shares of our common stock or any such other securities (regardless of whether any such transaction is to be settled by the delivery of shares of our common stock or such other securities, in cash or otherwise),

in each case without the prior written consent of the representatives of the underwriters for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold hereunder and any shares of our Class A common stock issued upon the exercise of options granted under our equity incentive plans.

        Our directors, executive officers, the selling stockholders and holders of substantially all of our common stock and securities convertible into or exchangeable or exercisable into our common stock have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of the representatives of the underwriters:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (regardless of whether any such transaction is to be settled by delivery of our common stock or such other securities, in cash or otherwise), any shares of our common stock or any securities convertible into or exercisable or exchangeable for any shares of our common stock (including, without limitation, our common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers and shareholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition;

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•

enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences associated with ownership of any shares of our common stock or such other securities, regardless of whether any such transaction is to be settled by delivery of our common stock or such other securities, in cash or otherwise; or

•

make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

Listing

        We have applied to list our Class A common stock on the New York Stock Exchange under the symbol "HLI."

Price Stabilization, Short Positions and Penalty Bids

        Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our Class A common stock. However, the representatives may engage in transactions that stabilize the price of the Class A common stock, such as bids or purchases to peg, fix or maintain that price.

        In connection with the offering, the underwriters may purchase and sell our Class A common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

        Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

        None of the underwriters, the selling stockholders or us make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, None of the underwriters, the selling stockholders or us make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

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New Issue of Securities

        Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects for future earnings and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

        Neither we nor the underwriters can assure investors that an active trading market will develop for our Class A common stock, or that the shares will trade in the public market at or above the initial public offering price.

        A prospectus in electronic format may be made available on the websites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

        Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the shares offered in this offering.

        Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered pursuant to this prospectus in any jurisdiction where action for that purpose is required. The securities offered pursuant to this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered pursuant to this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Conflict of Interest

        Houlihan Lokey, Inc. controls Houlihan Lokey Capital, Inc., an underwriter in this offering. In addition, certain of our employees and members of management who are offering shares of our Class A common stock in this offering are associated persons of Houlihan Lokey Capital, Inc. Therefore Houlihan Lokey Capital, Inc. is deemed to have a "conflict of interest" under FINRA Rule 5121(f)(5)(B). In addition, affiliates and associated persons of Houlihan Lokey Capital, Inc. (a wholly-owned subsidiary of Houlihan Lokey, Inc.) will be deemed to receive more than 5% of the net offering proceeds and will have a "conflict of interest" pursuant to FINRA Rule 5121(f)(5)(C)(ii). Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with

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this offering as the member primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any member that has a conflict of interest and meets the requirements of paragraph (f)(12)(E) of Rule 5121. Houlihan Lokey Capital, Inc. will not confirm sales of the Class A common stock to any account over which they exercise discretionary authority without the specific written approval of the account holder.

Other Relationships

        The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their affiliates have provided in the past to us, the selling stockholders and our other affiliates, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. We expect that affiliates of certain of the underwriters may participate as arrangers and/or lenders under the New Revolving Credit Facility.

Notice to Prospective Investors in the United Kingdom

        This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in the European Economic Area

        In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the EU Prospectus Directive (as defined below) was implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

•

to any legal entity that is a qualified investor as defined under the EU Prospectus Directive;

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

•

in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

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        For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means European Union Prospectus Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Notice to Prospective Investors in Australia

        No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities & Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

        Any offer in Australia of the securities may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

        The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

        This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

        The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other

139

circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Switzerland

        We have not and will not register with the Swiss Financial Market Supervisory Authority ("FINMA") as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended ("CISA"), and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The securities may solely be offered to "qualified investors," as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended ("CISO"), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Notice to Prospective Investors in Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not

140

be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notice to Prospective Investors in Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial Instruments and Exchange Law") and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

141

LEGAL MATTERS

        The validity of the shares of Class A common stock offered hereby will be passed upon for us by Latham & Watkins LLP, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

EXPERTS

        The consolidated financial statements of Houlihan Lokey, Inc. and subsidiaries at March 31, 2014 and March 31, 2015 and for the years ended March 31, 2014 and March 31, 2015, appearing in this Prospectus and Registration Statement have been audited by KPMG LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon the closing of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

142

INDEX TO FINANCIAL STATEMENTS

	Page
Contents
Audited Consolidated Financial Statements
Fiscal Years Ended March 31, 2014 and March 31, 2015
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Comprehensive Income	F-4
Consolidated Statements of Changes in Stockholder's Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts	F-25
Consolidated Financial Statements
Three Months Ended June 30, 2014 and June 30, 2015 (Unaudited)
Consolidated Balance Sheets	F-26
Consolidated Statements of Comprehensive Income	F-27
Consolidated Statements of Changes in Stockholder's Equity	F-28
Consolidated Statements of Cash Flows	F-29
Notes to Consolidated Financial Statements	F-30

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholder
Houlihan Lokey, Inc.:

We have audited the accompanying consolidated balance sheets of Houlihan Lokey, Inc. and subsidiaries (the Company) as of March 31, 2014 and 2015, and the related consolidated statements of comprehensive income, changes in stockholder's equity, and cash flows for the years then ended. In connection with our audits of the consolidated financial statements, we have also audited the financial statement Schedule II—Valuation and Qualifying Accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Houlihan Lokey, Inc. and subsidiaries as of March 31, 2014 and 2015, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement Schedule II—Valuation and Qualifying Accounts, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Dallas, Texas
June 18, 2015

F-2

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

March 31, 2014 and 2015

($ in thousands, except share data)

	2014			2015
Assets
Cash and cash equivalents	$	109,420		$	88,662
Accounts receivable, net of allowance for doubtful accounts of $3,862 and $4,625 at March 31, 2014 and 2015, respectively		50,559			57,488
Unbilled work in process		38,452			42,547
Investments in unconsolidated entities		14,253			14,395
Receivable from affiliates		171,396			327,921
Property and equipment—at cost, net of accumulated depreciation of $26,788 and $28,355 at March 31, 2014 and 2015, respectively		15,967			16,489
Goodwill and other intangibles		642,722			652,806
Other assets		18,457			29,540
Total assets	$	1,061,226		$	1,229,848
Liabilities and Stockholder's Equity
Liabilities:
Accrued salaries and bonuses	$	247,746		$	301,285
Accounts payable and accrued expenses		35,560			37,190
Deferred income		5,379			3,064
Income taxes payable		2,086			9,760
Deferred income taxes		48,646			41,453
Other liabilities		6,871			11,208
Total liabilities		346,288			403,960
Redeemable noncontrolling interest		1,249			1,382
Commitments and contingencies (note 13)
Stockholder's equity:
Common stock, $0.10 par value. Authorized 2,500,000 shares; issued and outstanding 587,866 shares		59			59
Additional paid-in capital		636,616			670,182
Retained earnings		91,936			170,929
Accumulated other comprehensive loss		(8,903	)		(11,338	)
Stock subscriptions receivable		(7,770	)		(7,135	)
Total equity attributable to Houlihan Lokey, Inc.		711,938			822,697
Noncontrolling interest		1,751			1,809
Total stockholder's equity		713,689			824,506
Total liabilities and stockholder's equity	$	1,061,226		$	1,229,848

See accompanying notes to consolidated financial statements

F-3

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Fiscal Years Ended March 31, 2014 and 2015

($ in thousands)

	2014			2015
Fee revenue(a)	$	592,450		$	680,872
Operating expenses:
Employee compensation and benefits		414,918			475,100
Travel, meals, and entertainment		15,113			17,928
Rent		22,386			24,253
Depreciation and amortization		6,040			5,508
Information technology and communications		12,272			14,013
Other operating expenses(b)		16,408			13,389
Bad debt expense		2,465			2,027
Total operating expenses		489,602			552,218
Operating income		102,848			128,654
Interest income and expense, net(c)		1,653			4,214
Income (loss) from investments in unconsolidated entities		825			(733	)
Income before provision for income taxes		105,326			132,135
Provision for income taxes		43,898			52,196
Net income		61,428			79,939
Net income attributable to noncontrolling interest		(108	)		(58	)
Net income attributable to Houlihan Lokey, Inc.	$	61,320			79,881
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		1,271			(2,435	)
Comprehensive income attributable to Houlihan Lokey, Inc.	$	62,591		$	77,446

(a)

including related party fee revenue of $6,156 and $119 during the years ended March 31, 2014 and 2015, respectively.

(b)

including related party expenses of $2,833 and $2,471 during the years ended March 31, 2014 and 2015, respectively.

(c)

including related party interest income of $1,636 and $4,046 during the years ended March 31, 2014 and 2015, respectively.

See accompanying notes to consolidated financial statements.

F-4

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholder's Equity

Fiscal Years Ended March 31, 2014 and 2015

($ in thousands)

	Number of shares outstanding		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Stock Subscriptions Receivable			Equity attributable to Houlihan Lokey, Inc.			Noncontrolling interest		Total stockholder's equity
Balances—April 1, 2013		587,866	$	59		612,104			32,844			(10,174	)		(5,598	)	$	629,235			1,643	$	630,878
Fram shares issued (notes 4)		—		—		18,267			—			—			—			18,267			—		18,267
Fram stock compensation vesting (note 10)		—		—		18,206			—			—			—			18,206			—		18,206
Fram share redemptions (note 4)		—		—		(11,967	)		—			—			—			(11,967	)		—		(11,967	)
Dividend		—		—		6			(2,228	)		—			—			(2,222	)		—		(2,222	)
Stock subscriptions receivable issued, net		—		—		—			—			—			(2,172	)		(2,172	)		—		(2,172	)
Net income		—		—		—			61,320			—			—			61,320			108		61,428
Change in unrealized translation		—		—		—			—			1,271			—			1,271			—		1,271
Total comprehensive income									61,320			1,271						62,591			108		62,699
Balances—March 31, 2014		587,866	$	59		636,616			91,936			(8,903	)		(7,770	)	$	711,938			1,751	$	713,689
Fram shares issued (notes 4)		—		—		19,508			—			—			—			19,508			—		19,508
Fram stock compensation vesting (note 10)		—		—		17,589			—			—			—			17,589			—		17,589
Fram share redemptions (note 4)		—		—		(3,531	)		—			—			—			(3,531	)		—		(3,531	)
Dividend		—		—		—			(888	)		—			—			(888	)		—		(888	)
Stock subscriptions receivable redeemed, net		—		—		—			—			—			635			635			—		635
Net income		—		—		—			79,881			—			—			79,881			58		79,939
Change in unrealized translation		—		—		—			—			(2,435	)		—			(2,435	)		—		(2,435	)
Total comprehensive income									79,881			(2,435	)					77,446			58		77,504
Balances—March 31, 2015		587,866	$	59		670,182			170,929			(11,338	)		(7,135	)	$	822,697			1,809	$	824,506

See accompanying notes to consolidated financial statements

F-5

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Fiscal Years Ended March 31, 2014 and 2015

($ in thousands)

	2014			2015
Cash flows from operating activities:
Net income	$	61,428		$	79,939
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred tax expense		(7,176	)		(7,358	)
Bad debt expense		2,465			2,027
(Income) loss from investments in unconsolidated entities		(825	)		733
Depreciation and amortization		6,040			5,508
Compensation expense—Fram restricted share grants (note 10)		22,479			23,200
Changes in operating assets and liabilities:
Accounts receivable		(20,341	)		(8,533	)
Unbilled work in process		(3,909	)		(3,720	)
Other assets		(1,286	)		(1,528	)
Accrued salaries and bonuses		50,545			51,797
Accounts payable, accrued expenses and other liabilities		4,735			3,084
Deferred income		1,717			(2,316	)
Income taxes payable		49,139			53,674
Net cash provided by operating activities		165,011			196,507
Cash flows from investing activities:
Acquisition of business		(9,090	)		(5,178	)
Receivables from affiliates		(105,653	)		(193,200	)
Earnouts paid		—			(964	)
Investments in other assets and unconsolidated entities		(5,000	)		(9,451	)
Purchase of property and equipment		(2,241	)		(4,671	)
Net cash used in investing activities		(121,984	)		(213,464	)
Cash flows from financing activities:
Dividends paid		(1,075	)		(2,166	)
Stock subscription receivables issued		(3,000	)		(360	)
Stock subscription receivables redeemed		828			995
Other financing activities		(17	)		—
Net cash used in financing activities		(3,264	)		(1,531	)
Effects of exchange rate changes on cash and cash equivalents		1,271			(2,270	)
Increase (decrease) in cash and cash equivalents		41,034			(20,758	)
Cash and cash equivalents—beginning of year		68,386			109,420
Cash and cash equivalents—end of year	$	109,420		$	88,662
Supplemental disclosures of noncash activities:
Taxes paid via settlement of receivable from affiliate	$	50,900		$	46,000
Shares issued via settlement of receivable from affiliate (note 4)		(11,623	)		(12,856	)
Shares redeemed via settlement of receivable from affiliate (note 4)		11,967			3,531
Fully depreciated assets written off		259			2,582
Cash paid (received) during the year:
Interest	$	137		$	263
Taxes		1,568			(1,478	)

See accompanying notes to consolidated financial statements.

F-6

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(1) BACKGROUND

Houlihan Lokey, Inc. (HL, Inc. or the Company) is a California corporation that controls the following primary subsidiaries:

Houlihan Lokey Capital, Inc. (HL Capital, Inc.)—100% owned California corporation. HL Capital, Inc. is registered as a broker-dealer under Section 15(b) of the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority.

Houlihan Lokey Financial Advisors, Inc. (HL FA, Inc.)—100% owned California corporation. HL FA, Inc. is a registered investment advisor under the Investment Advisors Act of 1940.

Houlihan Lokey (Europe) Limited (HL Europe, Ltd.)—100% owned United Kingdom corporation. HL Europe, Ltd. is regulated by the Financial Conduct Authority in the United Kingdom.

The Company is a wholly owned subsidiary of Fram Holdings, Inc. (Fram), a Delaware corporation, which, in turn, is a majority-owned subsidiary of ORIX USA Corporation (ORIX USA), a Delaware corporation. As of March 31, 2014 and 2015, ORIX USA owns Fram equity securities entitling it to all of the future dividends and earnings associated with the OCC business, a separate but wholly owned business of Fram, and ORIX USA's effective ownership of HL, Inc. operations as of March 31, 2015 is approximately 54%. The HL, Inc. employee shareholders own Fram equity securities that make their effective ownership of HL, Inc. operations approximately 46% as of March 31, 2015.

The Company offers financial services and financial advice to a broad clientele located throughout the United States of America, Europe, and Asia. The Company has U.S. offices in Los Angeles, Newport Beach, San Francisco, Chicago, New York City, Minneapolis, McLean (Virginia), Dallas, Miami, and Atlanta as well as foreign offices in London, Paris, Frankfurt, Madrid, Sydney, Tokyo, Hong Kong, and Beijing. Together, the Company and its subsidiaries form an organization that provides financial services to meet a wide variety of client needs. The Company concentrates its efforts toward the earning of professional fees with focused services across the following three business segments:

Corporate Finance provides general advisory services on mergers & acquisitions and capital markets offerings. Corporate Finance advises public and private institutions on buy side and sell side transactions as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity and liability management transactions, and advises financial sponsors on all types of transactions.

Financial Advisory Services provides valuations of various assets including: companies, illiquid debt and equity securities, and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. Financial Advisory Services renders fairness opinions in connection with mergers and acquisitions and other transactions and solvency opinions in connection with corporate spin-offs and dividend recapitalizations. Financial Advisory Services also provides strategic consulting services and dispute resolution services to clients where fees are usually based on the hourly rates of its consultants.

Financial Restructuring provides advice to creditors and debtors in connection with recapitalization / deleveraging transactions implemented both through bankruptcy proceedings and though out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions

F-7

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(1) BACKGROUND (Continued)

and capital markets activities. As part of these engagements, Financial Restructuring offers a wide range of advisory services to its clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; litigation support and expert testimony; and procuring debtor in possession financing.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries where it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company carries its investments in unconsolidated entities over which it has significant influence but does not control using the equity method and includes its ownership share of the income and losses (note 3) in income (loss) from investments in unconsolidated entities in the consolidated statements of comprehensive income.

(b)

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Management estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the reporting date. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts; the valuation of deferred tax assets, goodwill, and share based compensation; the allocation of goodwill and other assets across the reporting units (segments); and reserves for income tax uncertainties and other contingencies.

(c)

Recognition of Revenue

Revenues consist primarily of professional service fees.

The Company and its clients enter into agreements that outline the general terms and conditions of the specific engagements. The Company performs professional services in accordance with the engagement terms on both a fixed and contingent fee basis.

Revenue is recognized when earned and realizable. Revenues under fixed fee contracts are recognized based on management's estimates of the relative proportion of services provided through the financial reporting date to the total services required to be performed. The recognition of revenues under

F-8

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

contingent fee contracts depends on whether the revenues relate to monthly retainers or success fees. Monthly retainers are generally recognized on a monthly basis, except in situations where there is uncertainty as to the timing of collection of the amount due. Success fees are recognized only upon substantial completion of the contingencies stipulated by the engagement agreement. In some cases, approval of the Company's fees is required from the courts or other regulatory authority; in these circumstances, the recognition of revenue is often deferred until approval is granted; however, if the fee that is going to be collected from the client is fixed and determinable, and the collectability of the fee is reasonably assured, there are instances when revenue recognition prior to such approval is appropriate.

Engagements related to Financial Advisory Services are most often structured as fixed fee contracts, whereas engagements related to Corporate Finance and Financial Restructuring are most often structured as contingent fee contracts. Further, Financial Restructuring contracts are commonly subject to the applicable court's approval.

In those instances when the revenue recognized on a specific engagement exceeds both the amounts billed and the amounts collected, unbilled work in process is recorded. Billed receivables are recorded as accounts receivable in the accompanying consolidated balance sheets. Deferred income results when cash is received in advance of dates when revenues are recognized.

Taxes, including value added taxes, collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue in the consolidated statements of comprehensive income.

(d)

Operating Expenses

The majority of the Company's operating expenses relates to compensation and benefits for employees, which includes the amortization of the relevant portion of the Company's share-based incentive plans (note 10). Other examples of operating expenses include: travel, meals and entertainment; rent; depreciation and amortization; technology and communication costs; and other operating expenses, which include such items as professional fees, office expenses, business license and registration fees, non-income-related taxes, legal expenses, related-party support services, and charitable contributions. During the years ended March 31, 2014 and 2015, the Company received reimbursements of $23,133 and $27,173, respectively, from customers for out-of-pocket expenses incurred by the Company that are presented net against the related expenses in the accompanying consolidated statements of comprehensive income.

(e)

Translation of Foreign Currency Transactions

The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are included in the consolidation by translating the assets and liabilities at the reporting period-end exchange rates; however, revenues and expenses are translated using the applicable exchange rates determined on a monthly basis throughout the year. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive loss net of applicable taxes.

F-9

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f)

Property and Equipment

Property and equipment are stated at cost. Repair and maintenance charges are expensed as incurred and costs of renewals or improvements are capitalized at cost.

Depreciation on furniture and office equipment is provided on a straight-line basis over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the lesser of the lease term or estimated useful life.

(g)

Cash and Cash Equivalents

Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less. At March 31, 2015, the Company had cash balances with banks in excess of insured limits. The Company has not experienced any losses in its cash accounts and believes it is not exposed to any significant credit risk with respect to cash and cash equivalents.

Although not classified as cash and cash equivalents, the Company's receivable from affiliates (note 4), which is due on demand, generally arises from the transfer of available cash from HL, Inc. to ORIX USA and its affiliates.

(h)

Accounts Receivable

The allowance for doubtful accounts on receivables reflects management's best estimate of probable inherent losses determined principally on the basis of historical experience and review of uncollected revenues and is recorded through bad debt expense in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts.

(i)

Investment in Unconsolidated Entities

The Company uses the equity method of accounting for investments when it has more than a minor ownership interest or more than minor influence over operations, but does not have a controlling interest and is not the primary beneficiary. Under the equity method, the Company's share of the investment earnings or losses are recognized in income as earned, and capital contributions are recorded as investments in unconsolidated entities as they occur.

(j)

Income Taxes

ORIX USA and its subsidiaries, including the Company, file consolidated federal income tax returns and separate returns in state and local jurisdictions. The Company reports income tax expense as if it filed separate returns in all jurisdictions.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The measurement of the deferred items is based on enacted tax laws and applicable tax

F-10

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

rates. A valuation allowance related to a deferred tax asset is recorded if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

(k)

Goodwill and Intangible Assets

Goodwill represents an acquired company's acquisition cost over the fair value of acquired net tangible and intangible assets. Goodwill is the net asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets identified and accounted for include tradenames and marks, backlog, developed technologies, and customer relationships. Those intangible assets with finite lives, including backlog and customer relationships, are amortized over their estimated useful lives.

When the Company was acquired by Fram in January 2006, approximately $392,600 of goodwill and $192,210 of indefinite lived intangible assets were generated and recognized. In accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, since the Company is wholly owned by Fram, this goodwill and all other purchase accounting-related adjustments are pushed down to the Company's reporting level when stand-alone consolidated financial statements are prepared. Through both foreign and domestic acquisitions made directly by the Company since 2006, additional goodwill of approximately $62,950, inclusive of foreign currency translations has been recognized.

During 2014 and 2015, goodwill was reviewed for impairment in accordance with Accounting Standards Update (ASU) No. 2011-08, Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not that one of its reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would not be required to perform the two- step impairment test for that reporting unit. If the assessment indicates that it is more likely than not that the reporting unit's fair value is less than its carrying value, the Company must test further for impairment utilizing a two-step process. Step 1 compares the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment exists and is measured in Step 2 as the excess of the recorded amount of goodwill over the implied fair value of goodwill resulting from the valuation of the reporting unit. Impairment testing of goodwill requires a significant amount of judgment in assessing qualitative factors and estimating the fair value of the reporting unit, if necessary. The fair value is determined using an estimated market value approach, which considers estimates of future after tax cash flows, including a terminal value based on market earnings multiples, discounted at an appropriate market rate. During the 2014 and 2015 annual impairment reviews, management concluded that it is not more likely than not that the Company's fair value is less than its carrying amount and no further impairment testing was considered necessary.

During 2014 and 2015, indefinite lived intangible assets were reviewed for impairment in accordance with ASU 2012-02, Testing Indefinite-lived Intangible Assets for Impairment, which provides the Company the option to perform a qualitative assessment. If it is more likely than not that the asset is

F-11

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment expense. During the 2014 and 2015 annual impairment review of indefinite lived intangible assets, the Company determined that it is not more likely than not that the fair values were less than the carrying values.

Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group (inclusive of other long-lived assets) be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During 2014 and 2015, no events or changes in circumstances were identified that indicated that the carrying amount of the finite-lived intangible assets were not recoverable.

(l)

Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with ASC Topic 820, Fair Value Measurement:

•

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

(m)

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. ASU 2013-11 is effective

F-12

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

for fiscal years, and interim periods within those years, beginning after December 15, 2014 (year ended March 31, 2016 for the Company). The new standard is to be applied prospectively but retrospective application is permitted. The Company will implement the provisions of ASU 2013-11 as of April 1, 2015.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for annual reporting periods beginning after December 15, 2016 (year ended March 31, 2018 for the Company). The new standard is to be applied using either the retrospective or cumulative-effective transition method. The Company expects to implement the provisions of ASU 2014-09 as of April 1, 2017. The Company has not yet determined the impact of the new standard on its current policies for revenue recognition.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share- Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 will be effective for interim and annual reporting periods beginning after December 15, 2015 (year ended March 31, 2017 for the Company). Early application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-12 on its operating results and financial position.

(3) INVESTMENTS IN UNCONSOLIDATED ENTITIES

At March 31, 2014 and 2015, the Company had an investment, through one of its subsidiaries, in a heavy highway construction firm based in Phoenix, Arizona. The Company has approximately 20% ownership in the firm. The investment is accounted for using the equity method.

The Company also holds an investment, through one of its subsidiaries, in a financial advisory firm based in India for approximately 24.5% ownership interest. The investment is accounted for using the equity method.

In February 2015, the Company entered into a joint venture in Australia where it teamed with ten employees to open an office in Sydney, Australia to pursue advisory activities across the Company's business segments. The Company has a 50% voting interest in the joint venture.

For the years ended March 31, 2014 and 2015, the Company recognized $825 and $(733) of income (loss) related to investments in unconsolidated entities, respectively.

(4) RELATED-PARTY TRANSACTIONS

The Company provides financial advisory services to ORIX USA and its affiliates and received fees for these services totaling approximately $6,156 and $119 during the years ended March 31, 2014 and 2015,

F-13

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(4) RELATED-PARTY TRANSACTIONS (Continued)

respectively. ORIX USA performs certain management, accounting, legal, regulatory, and other administrative services for the benefit of the Company. ORIX USA charges the Company a management fee for these services. For the years ended March 31, 2014 and 2015, the management fee expense incurred by the Company related to these services was approximately $2,833 and $2,471, respectively, which is included in other operating expenses in the accompanying consolidated statements of comprehensive income. To the extent that ORIX USA and its affiliates pay for expenses of the Company, ORIX USA is reimbursed for such payments by the Company. The receivable from affiliate generally arises from cumulative cash transferred by the Company to ORIX USA or affiliates of ORIX USA. Affiliate charges and reimbursements are generally settled through the receivable from affiliates account. The receivables from ORIX USA is due on demand and bears interest at a variable rate that was approximately 1.74% and 1.91% at March 31, 2014 and 2015, respectively. The receivable from an affiliate of ORIX USA is of a long-term investment nature, although due on demand, and also bears interest at the same rate. For the years ended March 31, 2014 and 2015, the interest income earned by the Company related to these receivables from affiliates was approximately $1,636 and $4,046, respectively.

Certain employees of the Company were issued shares of Fram in 2014 (note 10). The redemption of these share transactions settles through the receivable from affiliates account and additional paid-in capital of the Company as the cash portion of these transactions occur at ORIX USA. ORIX USA has the right, but not the obligation, to purchase Fram shares (note 12a) to maintain its majority effective ownership of the Company. Historically, ORIX USA has exercised this right.

(5) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE

Balance—April 1, 2013	$	3,217
Provision for bad debt		2,465
Write-off of uncollectible accounts		(1,829	)
Foreign currency translation		9
Balance—March 31, 2014	$	3,862
Provision for bad debt		2,027
Write-off of uncollectible accounts		(1,264	)
Balance—March 31, 2015	$	4,625

F-14

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(6) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Useful Lives	2014			2015
Equipment	5 Years	$	4,675		$	4,977
Furniture and fixtures	5 Years		12,249			13,819
Leasehold improvements	10 Years		16,107			16,765
Computers and software	3 Years		8,737			8,292
Art	N/A		987			991
Total cost			42,755			44,844
Less accumulated depreciation			(26,788	)		(28,355	)
Total net book value		$	15,967		$	16,489

Additions to property and equipment during the years ended March 31, 2014 and 2015 primarily relate to costs incurred to furnish new leased office space.

Depreciation expense of approximately $4,281 and $4,106 was recognized during the years ended March 31, 2014 and 2015, respectively.

(7) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangibles consist of the following as of March 31, 2014 and 2015:

	Useful Lives	2014			2015
Goodwill	Indefinite	$	445,532		$	455,550
Tradename—HL, Inc.	Indefinite		192,210			192,210
Domain name	Indefinite		303			303
Tradename—other	3 - 5 Years		960			960
Developed technologies	10 Years		2,712			2,712
Non-compete agreements	5 Years		330			330
Backlog	1 Year		1,997			2,016
Customer relationships	2 - 8 Years		2,600			4,006
Stadium rights	30 Years		200			200
Total cost			646,844			658,287
Less accumulated amortization			(4,122	)		(5,481	)
Total net book value (before taxes)		$	642,722		$	652,806
Deferred tax liability			(77,184	)		(77,184	)
Total net book value			565,538			575,642

F-15

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(7) GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

Goodwill attributable to the Company's business segments are as follows:

Business Segments	April 1, 2013		Changes(1)		March 31, 2014		Changes(1)			March 31, 2015
Corporate Finance	$	191,204		15,439	$	206,643		—		$	206,643
Financial Restructuring		163,840		823		164,663		(840	)		163,823
Financial Advisory Services		74,226		—		74,226		10,858			85,084
Total	$	429,270		16,262	$	445,532		10,018		$	455,550

(1)

During March of 2014 and January of 2015, the Company acquired financial advisory firms that provide mergers and acquisitions advice, private capital raising and broad advisory services. Changes also include, foreign currency translation adjustments of $823 and $(840) for the years ended March 31, 2014 and 2015, respectively.

Amortization expense of approximately $1,759 and $1,402 was recognized for the years ended March 31, 2014 and 2015 respectively. The estimated future amortization for amortizable intangible assets for each of the next five years as of March 31, 2015, is as follows:

Year Ended March 31,
2016	$	1,312
2017		955
2018		862
2019		565
2020		479

(8) OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

During 2014 and 2015, the only component of other comprehensive income relates to foreign currency translation; income of $1,271 and a loss of $2,435, respectively.

Accumulated other comprehensive loss at March 31, 2014 and 2015 comprises the following:

Balance, April 1, 2013		(10,174	)
Foreign currency translation gain		1,271
Balance, March 31, 2014		(8,903	)
Foreign currency translation loss		(2,435	)
Balance, March 31, 2015	$	(11,338	)

F-16

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(9) INCOME TAXES

The provision (benefit) for income taxes on operations for the years ended March 31, 2014 and 2015 comprises the following approximate values:

	2014			2015
Current:
Federal	$	39,040		$	53,789
State		11,030			7,595
Foreign		1,004			(1,830	)
		51,074			59,554
Deferred:
Federal		(6,475	)		(6,798	)
State		(1,701	)		(751	)
Foreign		1,000			191
		(7,176	)		(7,358	)
Total	$	43,898		$	52,196

The provision for income taxes on operations for the years ended March 31, 2014 and 2015 is reconciled to the income taxes computed at the statutory federal income tax rate (computed by applying the federal corporate rate of 35% to consolidated operating income before provision for income taxes) as follows:

	2014			2015
Federal income tax provision computed at statutory rate	$	36,826		$	46,226
State and local taxes, net of federal tax effect		5,081			6,844
Foreign taxes		(730	)		(1,638	)
Nondeductible expenses		1,064			1,285
Other		1,657			(521	)
Total	$	43,898		$	52,196

F-17

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(9) INCOME TAXES (Continued)

Deferred income taxes arise principally from temporary differences between book and tax recognition of income, expenses, and losses relating to financing and other transactions. The deferred income taxes on the accompanying consolidated balance sheets at March 31, 2014 and 2015 comprise the following:

	2014			2015
Deferred tax assets:
Deferred compensation expense/accrued bonus	$	31,905		$	41,968
Allowance for doubtful accounts		1,727			2,294
Other, net		5,974			3,580
Total deferred tax assets		39,606			47,842
Deferred tax liabilities:
Intangibles		(77,184	)		(77,184	)
Accounts receivable and work in process		(11,068	)		(12,111	)
Total deferred tax liabilities		(88,252	)		(89,295	)
Net deferred tax liabilities	$	(48,646	)	$	(41,453	)

A valuation allowance is required when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company has determined that it is more likely than not that all deferred tax assets will be realized. Accordingly, no valuation allowance has been recognized.

Interest expense and penalties related to income taxes are included in the provision for income taxes in the accompanying consolidated statements of comprehensive income. As of March 31, 2014 and 2015, the Company had recorded liabilities for interest and penalties related to uncertain tax positions in the amounts of $42 and $10, net of any future tax benefit of such interest, respectively. Unrecognized tax benefits totaled $533 and $133 as of March 31, 2014 and 2015, respectively. If the income tax benefits from these tax positions are ultimately realized, such realization would affect the income tax provision and effective tax rate.

A reconciliation of the unrecognized tax benefits for the year ended March 31, 2015 is as follows:

Unrecognized tax position at the beginning of the year	$	533
Decreases related to prior year tax positions		(400	)
Unrecognized tax position at the end of the year	$	133

The Company files as a member of the ORIX USA consolidated federal income tax group. As of March 31, 2015, all of the federal income tax returns the Company has filed since 2012 are still subject to adjustment upon Internal Revenue Service audit. The Company also files combined and separate income tax returns in many states, and these combined returns remain open for adjustments to the Company's federal income tax returns. There is no change expected in the Company's unrecognized tax benefits in the next 12 months.

F-18

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(10) EMPLOYEE BENEFIT PLANS

(a)

Defined Contribution Plans

The Company sponsors 401(k) defined contribution savings plans for its domestic employees and defined contribution retirement plans for its international employees. During the years ended March 31, 2014 and 2015, the Company contributed approximately $1,242 and $1,355, respectively, to these defined contribution plans.

(b)

Share-Based Incentive Plans

The Company has no stock-based incentive compensation plans; however, as a subsidiary of Fram, certain employees of the Company have been granted restricted shares of Fram. Compensation expense related to these shares is recorded at the Company level as it relates to services provided by its employees. Under the current incentive plan (the Fram Incentive Plan), Fram grants restricted share awards to employees of the Company as a component of annual incentive pay and occasionally in conjunction with new hire employment. The Fram Incentive Plan authorizes grants to award up to 2,100,000 shares of authorized but unissued common stock. Typically, awards vest after three years of service from the date of grant. At March 31, 2014 and 2015, there were 808,114 and 630,098, respectively, of additional shares available for grant under the Fram Incentive Plan. The grant-date fair value of each award is determined by Fram's board of directors as discussed further below.

The share awards are classified as equity awards at time of grant unless the number of shares granted is unknown. Award offers that are settleable in Fram shares based upon a future determinable stock price are classified as a liability until price is established and resulting number of shares are known, at which time they are transferred to equity awards. Activity in equity classified Fram share awards during the years ended March 31, 2014 and 2015 is as follows:

Nonvested share awards	Shares			Weighted average grant date fair value
Balance at April 1, 2013		161,949		$	137.38
Granted		185,706			125.55
Vested		(52,596	)		132.47
Forfeited		(10,601	)		133.47
Balance at March 31, 2014		284,458		$	130.71
Granted		178,016			138.00
Vested		(166,610	)		132.83
Forfeited		(9,629	)		132.31
Balance at March 31, 2015		286,235		$	133.95

F-19

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(10) EMPLOYEE BENEFIT PLANS (Continued)

Activity in liability classified Fram share awards during the years ended March 31, 2014 and 2015 is as follows:

Awards settleable in Fram shares	Fair value
Balance at April 1, 2013	$	8,862
Offer to grant		6,230
Share price determined—transferred to equity grants		(2,897	)
Forfeited		(1,024	)
Balance at March 31, 2014	$	11,171
Offer to grant		8,487
Share price determined—transferred to equity grants		(3,869	)
Forfeited		(805	)
Balance at March 31, 2015	$	14,984

During the years ended March 31, 2014 and 2015, compensation expense for the Company associated with these awards totaled $22,479 and $23,200, respectively. At March 31, 2015, there was $29,099 of total unrecognized compensation cost related to unvested share awards granted under the Fram Incentive Plan. That cost is expected to be recognized over a weighted average period of 1.5 years.

The Fram board of directors determines fair value of the shares using input from a third party, which uses a combination of historical and forecasted results and market data. The methods used to estimate the fair value of our shares include the market approach and the income approach. Under the market approach, fair value is determined by multiplying revenues of comparable public companies by the relevant valuation multiple, adjusted for any differences with the referenced comparable. Under the income approach, fair value is determined by converting future cash flows to a single present amount (discounted) using current expectations about those future amounts. The significant assumptions used to develop the fair value estimates include the discount rate (11.5% for 2014 and 2015) used under the income approach and revenue multiples (0.9x - 3.3x for 2014 and 0.9x - 4.4x for 2015) used under the market approach.

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the financial instruments represent the amounts that would be received to sell assets or that would be paid to transfer liabilities in an orderly transaction between market participants as of a specified date. Fair value measurements maximize the use of observable inputs; however, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

F-20

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The carrying value of cash and cash equivalents, accounts receivable, unbilled work in process, receivables from affiliates, accounts payable, accrued expenses, and deferred income approximates fair value due to the short maturity of these instruments.

(12) STOCKHOLDER'S EQUITY

(a)

Fram Shares

As described in note 10, the Company's parent, Fram, grants compensatory restricted shares to certain employees of the Company under the Fram Incentive Plan. As stated in note 4, ORIX USA has the right, but not the obligation, to purchase shares to maintain its majority effective ownership of the Company and has purchased $11,623 and $12,856 for the years ended March 31, 2014 and 2015 respectively.

(b)

Dividends

Approximately $3,157 and $888 of dividends previously declared related to Fram unvested shares at March 31, 2014 and 2015, respectively, were outstanding, of which $2,228 and $888, respectively, was recorded in accounts payable and accrued expenses in the accompanying consolidated balance sheets, respectively.

(c)

Noncontrolling interest

Net (income) loss attributable to noncontrolling interest primarily represents the (income) loss associated with persons other than Houlihan Lokey that are its co-investors in a consolidated subsidiary that holds an equity method investment in an unconsolidated entity.

(d)

Stock subscriptions receivable

The Company periodically issues notes receivable to employees for the purchase of Fram shares.

(13) COMMITMENTS AND CONTINGENCIES

The Company has been named in various legal actions arising in the normal course of business. In the opinion of the Company, in consultation with legal counsel, the final resolution of these matters is not expected to have a material adverse effect on the Company's financial condition.

The Company also provides routine indemnifications relating to certain real estate (office) lease agreements under which it may be required to indemnify property owners for claims and other liabilities arising from the Company's use of the applicable premises. In addition, the Company guarantees the performance of its subsidiaries under certain office lease agreements. The terms of these obligations vary, and because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the maximum amount that it could be obligated to pay under such contracts. Based on historical experience and evaluation of specific indemnities, management believes that judgments, if any, against the Company related to such matters are not likely to have a material effect on

F-21

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(13) COMMITMENTS AND CONTINGENCIES (Continued)

the consolidated financial statements. Accordingly, the Company has not recorded any liability for these obligations as of March 31, 2014 or 2015.

In addition, an acquisition made in December 2012 included contingent consideration with carrying value of $4,120 and $2,789 as of March 31, 2014 and 2015, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. Also, an acquisition made in January 2015 included contingent and non-contingent consideration with a carrying value of $2,290 and $3,289, respectively, as of March 31, 2015.

Straight-line rent expense under noncancelable operating lease arrangements and the related operating expenses were approximately $21,422 and $23,486 in 2014 and 2015, respectively. The approximate future minimum annual noncancelable rental commitments required under these agreements with initial terms in excess of one year are as follows:

Year ending March 31:
2016	$	16,096
2017		16,065
2018		15,775
2019		14,042
2020		13,324
2021 and thereafter		36,140
	$	111,442

(14) NET INCOME ATTRIBUTABLE TO HOULIHAN LOKEY, INC. PER SHARE

Basic net income attributable to Houlihan Lokey, Inc. per share is computed as net income attributable to Houlihan Lokey, Inc. divided by the weighted average number of common shares outstanding for the period.

The following is a reconciliation of net income attributable to Houlihan Lokey, Inc. and the number of shares used in the basic and diluted net loss per share calculations:

	Year Ended March 31,
	2014			2015
Net income	$	61,428		$	79,939
Less: net (income) loss attributable to noncontrolling interest		(108	)		(58	)
Net income attributable to Houlihan Lokey, Inc.	$	61,320		$	79,881
Divided by: Weighted average shares		587,866			587,866
Net income attributable to Houlihan Lokey, Inc. per share	$	0.10		$	0.14

F-22

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(15) SEGMENT AND GEOGRAPHICAL INFORMATION

The Company's reportable segments are described in note 1. Revenues by segment represents fees earned on the various services offered within each segment. Segment profit represents each segment's profit, which consists of segment revenues, less (1) direct expenses including compensation, employee recruitment, and travel, meals and entertainment, professional fees and bad debt and (2) expenses allocated by headcount such as communications, rent, depreciation and amortization and office expense. The corporate expense category includes costs not allocated to individual segments, including charges related to incentive compensation, share-based payments, and corporate departmental functions managed on a worldwide basis including accounting, finance and taxation, human resources, legal, office services and certain senior management activities. The following tables present information about revenues, profit and assets by segment and geography.

	Year Ended March 31,
	2014			2015
Revenues by segment:
Corporate Finance	$	260,035		$	367,632
Financial Restructuring		230,062			207,909
Financial Advisory Services		102,054			105,331
Total segment revenues		592,151			680,872
Corporate revenues		299			—
Total revenues	$	592,450		$	680,872
Segment profit
Corporate Finance	$	67,088		$	101,266
Financial Restructuring		56,910			52,246
Financial Advisory Services		24,921			24,344
Total segment profit		148,919			177,856
Corporate expenses		(46,071	)		(50,403	)
Other income and expense		2,478			4,682
Income before provision for income taxes	$	105,326		$	132,135

	At March 31,
	2014		2015
Assets by segment:
Corporate Finance	$	247,094	$	234,966
Financial Restructuring		185,843		186,234
Financial Advisory Services		99,660		98,688
Total segment assets		532,597		519,888
Corporate assets		528,629		709,960
Total assets	$	1,061,226	$	1,229,848

F-23

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Years Ended March 31, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(15) SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

	Year Ended March 31,
	2014		2015
Revenues by Geography:
United States	$	508,192	$	595,113
International		84,258		85,759
Total revenues	$	592,450	$	680,872

	At March 31,
	2014		2015
Assets by Geography:
United States	$	763,771	$	948,054
International		297,455		281,794
Total assets	$	1,061,226	$	1,229,848

(16) SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through the date at which the consolidated financial statements were available to be issued.

F-24

Schedule II—Valuation and Qualifying Accounts
March 31, 2014 and 2015
($ in thousands)
Allowance for Uncollectible Accounts

Balance—April 1, 2013	$	3,217
Provision for bad debt		2,465
Write-off of uncollectible accounts		(1,829	)
Foreign currency translation gain		9
Balance—March 31, 2014	$	3,862
Provision for bad debt		2,027
Write-off of uncollectible accounts		(1,264	)
Foreign currency translation gain		—
Balance—March 31, 2015	$	4,625

F-25

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2014 and 2015

($ in thousands, except share data)

(unaudited)

	2014			2015
Assets
Cash and cash equivalents	$	72,214		$	97,687
Accounts receivable, net of allowance for doubtful accounts of $5,691 and $6,404 at June 30, 2014 and 2015, respectively		36,250			52,581
Unbilled work in process		28,505			30,361
Investments in unconsolidated entities		14,244			15,943
Receivable from affiliates		139,878			196,669
Property and equipment—at cost, net of accumulated depreciation of $27,657 and $29,653 at June 30, 2014 and 2015, respectively		15,827			16,407
Goodwill and other intangibles		642,629			672,565
Other assets		18,529			26,682
Total assets	$	968,076		$	1,108,895
Liabilities and Stockholder's Equity
Liabilities:
Accrued salaries and bonuses	$	128,740		$	149,072
Accounts payable and accrued expenses		25,972			34,529
Deferred income		6,476			3,660
Income taxes payable		4,235			16,296
Deferred income taxes		49,006			40,868
Other liabilities		5,999			17,596
Total liabilities		220,428			262,021
Redeemable noncontrolling interest		1,283			1,552
Commitments and contingencies (note 13)
Stockholder's equity:
Common stock, $0.10 par value. Authorized 2,500,000 shares; issued and outstanding 587,866 shares		59			59
Additional paid-in capital		654,185			675,100
Retained earnings		106,056			185,974
Accumulated other comprehensive loss		(8,760	)		(10,931	)
Stock subscriptions receivable		(6,925	)		(6,715	)
Total equity attributable to Houlihan Lokey, Inc.		744,615			843,487
Noncontrolling interest		1,750			1,835
Total stockholder's equity		746,365			845,322
Total liabilities and stockholder's equity	$	968,076		$	1,108,895

See accompanying notes to consolidated financial statements

F-26

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Three Months Ended June 30, 2014 and 2015

($ in thousands)

(unaudited)

	2014			2015
Fee revenue	$	141,502		$	146,266
Operating expenses:
Employee compensation and benefits		98,411			93,689
Travel, meals, and entertainment		4,651			4,869
Rent		6,262			6,155
Depreciation and amortization		1,390			1,432
Information technology and communications		2,903			3,499
Other operating expenses(a)		3,164			10,436
Bad debt expense		672			2,406
Total operating expenses		117,453			122,486
Operating income		24,049			23,780
Interest income and expense, net(b)		586			918
Income (loss) from investments in unconsolidated entities		(9	)		403
Income before provision for income taxes		24,626			25,101
Provision for income taxes		10,269			10,030
Net income		14,357			15,071
Net income attributable to noncontrolling interest		1			(26	)
Net income attributable to Houlihan Lokey, Inc.	$	14,358			15,045
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		143			407
Comprehensive income attributable to Houlihan Lokey, Inc.	$	14,501		$	15,452

(a)

including related party expenses of $397 and $440 during the periods ended June 30, 2014 and 2015, respectively.

(b)

including related party interest income of $558 and $1,013 during the periods ended June 30, 2014 and 2015, respectively.

See accompanying notes to consolidated financial statements.

F-27

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholder's Equity

Three Months Ended June 30, 2014 and 2015

($ in thousands)

(unaudited)

	Number of shares outstanding		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Stock Subscriptions Receivable			Equity attributable to Houlihan Lokey, Inc.			Noncontrolling interest			Total stockholder's equity
Balances—April 1, 2014		587,866	$	59		636,616			91,936			(8,903	)		(7,770	)	$	711,938			1,751		$	713,689
Fram shares issued (notes 4)		—		—		13,034			—			—			—			13,034			—			13,034
Fram stock compensation vesting, net of taxes (note 10)		—		—		6,232			—			—			—			6,232			—			6,232
Fram share redemptions (notes 4)		—		—		(1,697	)		—			—			—			(1,697	)		—			(1,697	)
Dividend		—		—		—			(238	)		—			—			(238	)		—			(238	)
Stock subscriptions receivable issued, net		—		—		—			—			—			845			845			—			845
Net income		—		—		—			14,358			—			—			14,358			(1	)		14,357
Change in unrealized translation		—		—		—			—			143			—			143			—			143
Total comprehensive income									14,358			143						14,501			(1	)		14,500
Balances—June 30, 2014		587,866	$	59		654,185			106,056			(8,760	)		(6,925	)	$	744,615			1,750		$	746,365
Balances—April 1, 2015		587,866	$	59		670,182			170,929			(11,338	)		(7,135	)	$	822,697			1,809		$	824,506
Fram shares issued (notes 4)		—		—		1,798			—			—			—			1,798			—			1,798
Fram stock compensation vesting, net of taxes (note 10)		—		—		3,187			—			—			—			3,187			—			3,187
Fram share redemptions (notes 4)		—		—		(67	)		—			—			—			(67	)		—			(67	)
Stock subscriptions receivable issued, net		—		—		—			—			—			420			420			—			420
Net income		—		—		—			15,045			—			—			15,045			26			15,071
Change in unrealized translation		—		—		—			—			407			—			407			—			407
Total comprehensive income									15,045			407						15,452			26			15,478
Balances—June 30, 2015		587,866	$	59		675,100			185,974			(10,931	)		(6,715	)	$	843,487			1,835		$	845,322

See accompanying notes to consolidated financial statements

F-28

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Three Months Ended June 30, 2014 and 2015

($ in thousands)

	2014			2015
Cash flows from operating activities:
Net income	$	14,357		$	15,071
Adjustments to reconcile net income to net cash used in operating activities:
Deferred tax expense (benefit)		391			(522	)
Bad debt expense		672			2,406
(Income) loss from investments in unconsolidated entities		9			(403	)
Depreciation and amortization		1,390			1,432
Compensation expense, net of taxes—Fram restricted share grants (note 10)		7,241			7,232
Changes in operating assets and liabilities:
Accounts receivable		13,637			2,990
Unbilled work in process		9,948			12,186
Other assets		(417	)		2,527
Accrued salaries and bonuses		(116,147	)		(156,371	)
Accounts payable, accrued expenses and other liabilities		(7,593	)		(1,967	)
Deferred income		1,097			596
Income taxes payable		8,701			8,334
Net cash used in operating activities		(66,714	)		(106,489	)
Cash flows from investing activities:
Acquisition of business, net of cash acquired of $917		—			(12,157	)
Receivables from affiliates		32,435			131,184
Earnouts paid		(964	)		(1,417	)
Investments in other assets and unconsolidated entities		—			(974	)
Return on capital in other assets and unconsolidated entities		158			—
Purchase of property and equipment		(911	)		(971	)
Net cash provided by investing activities		30,718			115,665
Cash flows from financing activities:
Dividends paid		(2,166	)		(915	)
Stock subscription receivables issued, net		845			420
Net cash used in financing activities		(1,321	)		(495	)
Effects of exchange rate changes on cash and cash equivalents		111			344
Increase (decrease) in cash and cash equivalents		(37,206	)		9,025
Cash and cash equivalents—beginning of period		109,420			88,662
Cash and cash equivalents—end of period	$	72,214		$	97,687
Supplemental disclosures of noncash activities:
Taxes paid via settlement of receivable from affiliate	$	5,500			—
Shares issued via settlement of receivable from affiliate (note 4)		(8,114	)		—
Shares redeemed via settlement of receivable from affiliate (note 4)		1,697			67
Fully depreciated assets written off		74			243
Cash paid (received) during the year:
Interest	$	53		$	150
Taxes		1,568			1,696

See accompanying notes to consolidated financial statements.

F-29

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(1) BACKGROUND

Houlihan Lokey, Inc. (HL, Inc. or the Company) is a California corporation that controls the following primary subsidiaries:

Houlihan Lokey Capital, Inc. (HL Capital, Inc.)—100% owned California corporation. HL Capital, Inc. is registered as a broker-dealer under Section 15(b) of the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority.

Houlihan Lokey Financial Advisors, Inc. (HL FA, Inc.)—100% owned California corporation. HL FA, Inc. is a registered investment advisor under the Investment Advisors Act of 1940.

Houlihan Lokey (Europe) Limited (HL Europe, Ltd.)—100% owned United Kingdom corporation. HL Europe, Ltd. is regulated by the Financial Conduct Authority in the United Kingdom.

The Company is a wholly owned subsidiary of Fram Holdings, Inc. (Fram), a Delaware corporation, which, in turn, is a majority-owned subsidiary of ORIX USA Corporation (ORIX USA), a Delaware corporation. As of June 30, 2014 and 2015, ORIX USA owns Fram equity securities entitling it to all of the future dividends and earnings associated with the OCC business, a separate but wholly owned business of Fram, and ORIX USA's effective ownership of HL, Inc. operations as of June 30, 2015 is approximately 54%. The HL, Inc. employee shareholders own Fram equity securities that make their effective ownership of HL, Inc. operations approximately 46% as of June 30, 2015.

The Company offers financial services and financial advice to a broad clientele located throughout the United States of America, Europe, and Asia. The Company has U.S. offices in Los Angeles, Newport Beach, San Francisco, Chicago, New York City, Minneapolis, McLean (Virginia), Dallas, Miami, and Atlanta as well as foreign offices in London, Paris, Frankfurt, Madrid, Sydney, Tokyo, Hong Kong, and Beijing. Together, the Company and its subsidiaries form an organization that provides financial services to meet a wide variety of client needs. The Company concentrates its efforts toward the earning of professional fees with focused services across the following three business segments:

Corporate Finance provides general advisory services on mergers & acquisitions and capital markets offerings. Corporate Finance advises public and private institutions on buy side and sell side transactions as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity and liability management transactions, and advises financial sponsors on all types of transactions.

Financial Advisory Services provides valuations of various assets including: companies, illiquid debt and equity securities, and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. Financial Advisory Services renders fairness opinions in connection with mergers and acquisitions and other transactions and solvency opinions in connection with corporate spin-offs and dividend recapitalizations. Financial Advisory Services also provides strategic consulting services and dispute resolution services to clients where fees are usually based on the hourly rates of its consultants.

Financial Restructuring provides advice to creditors and debtors in connection with recapitalization / deleveraging transactions implemented both through bankruptcy proceedings and though out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions

F-30

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(1) BACKGROUND (Continued)

and capital markets activities. As part of these engagements, Financial Restructuring offers a wide range of advisory services to its clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; litigation support and expert testimony; and procuring debtor in possession financing.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

The accompanying consolidated financial statements include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under generally accepted accounting principles in the United States (GAAP) for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. The results of operations for the three months ended June 30, 2015 are not necessarily indicative of the results of operations to be expected for the year ending March 31, 2016. The unaudited interim consolidated financial statements and notes to consolidated financial statements should be read in conjunction with our annual report for the year ended March 31, 2015, which contains the latest available audited consolidated financial statements and notes thereto, which are as of and for the year ended March 31, 2015

(b)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries where it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company carries its investments in unconsolidated entities over which it has significant influence but does not control using the equity method and includes its ownership share of the income and losses (note 3) in income (loss) from investments in unconsolidated entities in the consolidated statements of comprehensive income.

(c)

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Management estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the reporting date. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include the allowance for

F-31

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

doubtful accounts; the valuation of deferred tax assets, goodwill, and share based compensation; the allocation of goodwill and other assets across the reporting units (segments); and reserves for income tax uncertainties and other contingencies.

(d)

Recognition of Revenue

Revenues consist primarily of professional service fees.

The Company and its clients enter into agreements that outline the general terms and conditions of the specific engagements. The Company performs professional services in accordance with the engagement terms on both a fixed and contingent fee basis.

Revenue is recognized when earned and realizable. Revenues under fixed fee contracts are recognized based on management's estimates of the relative proportion of services provided through the financial reporting date to the total services required to be performed. The recognition of revenues under contingent fee contracts depends on whether the revenues relate to monthly retainers or success fees. Monthly retainers are generally recognized on a monthly basis, except in situations where there is uncertainty as to the timing of collection of the amount due. Success fees are recognized only upon substantial completion of the contingencies stipulated by the engagement agreement. In some cases, approval of the Company's fees is required from the courts or other regulatory authority; in these circumstances, the recognition of revenue is often deferred until approval is granted; however, if the fee that is going to be collected from the client is fixed and determinable, and the collectability of the fee is reasonably assured, there are instances when revenue recognition prior to such approval is appropriate.

Engagements related to Financial Advisory Services are most often structured as fixed fee contracts, whereas engagements related to Corporate Finance and Financial Restructuring are most often structured as contingent fee contracts. Further, Financial Restructuring contracts are commonly subject to the applicable court's approval.

In those instances when the revenue recognized on a specific engagement exceeds both the amounts billed and the amounts collected, unbilled work in process is recorded. Billed receivables are recorded as accounts receivable in the accompanying consolidated balance sheets. Deferred income results when cash is received in advance of dates when revenues are recognized.

Taxes, including value added taxes, collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue in the consolidated statements of comprehensive income.

(e)

Operating Expenses

The majority of the Company's operating expenses relates to compensation and benefits for employees, which includes the amortization of the relevant portion of the Company's share-based incentive plans (note 10). Other examples of operating expenses include: travel, meals and entertainment; rent; depreciation and amortization; technology and communication costs; and other operating expenses, which include such items as professional fees, office expenses, business license

F-32

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and registration fees, non-income-related taxes, legal expenses, related-party support services, and charitable contributions. During the three months ended June 30, 2014 and 2015, the Company received reimbursements of $4,432 and $4,082, respectively, from customers for out-of-pocket expenses incurred by the Company that are presented net against the related expenses in the accompanying consolidated statements of comprehensive income.

(f)

Translation of Foreign Currency Transactions

The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are included in the consolidation by translating the assets and liabilities at the reporting period-end exchange rates; however, revenues and expenses are translated using the applicable exchange rates determined on a monthly basis throughout the year. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive loss net of applicable taxes.

(g)

Property and Equipment

Property and equipment are stated at cost. Repair and maintenance charges are expensed as incurred and costs of renewals or improvements are capitalized at cost.

Depreciation on furniture and office equipment is provided on a straight-line basis over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the lesser of the lease term or estimated useful life.

(h)

Cash and Cash Equivalents

Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less. At June 30, 2014 and 2015, the Company had cash balances with banks in excess of insured limits. The Company has not experienced any losses in its cash accounts and believes it is not exposed to any significant credit risk with respect to cash and cash equivalents.

Although not classified as cash and cash equivalents, the Company's receivable from affiliates (note 4), which is due on demand, generally arises from the transfer of available cash from HL, Inc. to ORIX USA and its affiliates.

(i)

Accounts Receivable

The allowance for doubtful accounts on receivables reflects management's best estimate of probable inherent losses determined principally on the basis of historical experience and review of uncollected revenues and is recorded through bad debt expense in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts.

F-33

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)

Investment in Unconsolidated Entities

The Company uses the equity method of accounting for investments when it has more than a minor ownership interest or more than minor influence over operations, but does not have a controlling interest and is not the primary beneficiary. Under the equity method, the Company's share of the investment earnings or losses are recognized in income as earned, and capital contributions are recorded as investments in unconsolidated entities as they occur.

(k)

Income Taxes

ORIX USA and its subsidiaries, including the Company, file consolidated federal income tax returns and separate returns in state and local jurisdictions. The Company reports income tax expense as if it filed separate returns in all jurisdictions.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The measurement of the deferred items is based on enacted tax laws and applicable tax rates. A valuation allowance related to a deferred tax asset is recorded if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

(l)

Goodwill and Intangible Assets

Goodwill represents an acquired company's acquisition cost over the fair value of acquired net tangible and intangible assets. Goodwill is the net asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets identified and accounted for include tradenames and marks, backlog, developed technologies, and customer relationships. Those intangible assets with finite lives, including backlog and customer relationships, are amortized over their estimated useful lives.

When the Company was acquired by Fram in January 2006, approximately $392,600 of goodwill and $192,210 of indefinite lived intangible assets were generated and recognized. In accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, since the Company is wholly owned by Fram, this goodwill and all other purchase accounting-related adjustments are pushed down to the Company's reporting level when stand-alone consolidated financial statements are prepared. Through both foreign and domestic acquisitions made directly by the Company since 2006, additional goodwill of approximately $83,087, inclusive of foreign currency translations has been recognized.

During 2014 and 2015, goodwill was reviewed for impairment in accordance with Accounting Standards Update (ASU) No. 2011-08, Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not that one of its reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would not be required to perform the two- step impairment test for that reporting unit. If the assessment indicates that it is more likely than not that

F-34

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the reporting unit's fair value is less than its carrying value, the Company must test further for impairment utilizing a two-step process. Step 1 compares the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment exists and is measured in Step 2 as the excess of the recorded amount of goodwill over the implied fair value of goodwill resulting from the valuation of the reporting unit. Impairment testing of goodwill requires a significant amount of judgment in assessing qualitative factors and estimating the fair value of the reporting unit, if necessary. The fair value is determined using an estimated market value approach, which considers estimates of future after tax cash flows, including a terminal value based on market earnings multiples, discounted at an appropriate market rate. During the 2014 and 2015 annual impairment reviews, management concluded that it is not more likely than not that the Company's fair value is less than its carrying amount and no further impairment testing was considered necessary.

During 2014 and 2015, indefinite lived intangible assets were reviewed for impairment in accordance with ASU 2012-02, Testing Indefinite-lived Intangible Assets for Impairment, which provides the Company the option to perform a qualitative assessment. If it is more likely than not that the asset is impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment expense. During the 2014 and 2015 annual impairment review of indefinite lived intangible assets, the Company determined that it is not more likely than not that the fair values were less than the carrying values.

Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group (inclusive of other long-lived assets) be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During 2014 and 2015, no events or changes in circumstances were identified that indicated that the carrying amount of the finite-lived intangible assets were not recoverable.

(m)

Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which

F-35

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

are categorized in one of the following levels in accordance with ASC Topic 820, Fair Value Measurement:

•

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

(n)

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 (year ended March 31, 2016 for the Company). The new standard is to be applied prospectively but retrospective application is permitted. The Company implemented the provisions of ASU 2013-11 as of April 1, 2015 and the adoption did not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for annual reporting periods beginning after December 15, 2016 (year ended March 31, 2018 for the Company). The new standard is to be applied using either the retrospective or cumulative-effective transition method. The Company expects to implement the provisions of ASU 2014-09 as of April 1, 2017. The Company has not yet determined the impact of the new standard on its current policies for revenue recognition.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share- Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 will be effective for interim and annual reporting periods beginning after December 15, 2015 (year ended March 31, 2017 for the

F-36

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company). Early application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-12 on its operating results and financial position.

(3) INVESTMENTS IN UNCONSOLIDATED ENTITIES

At June 30, 2014 and 2015, the Company had an investment, through one of its subsidiaries, in a heavy highway construction firm based in Phoenix, Arizona. The Company has approximately 20% ownership in the firm. The investment is accounted for using the equity method.

The Company also holds an investment, through one of its subsidiaries, in a financial advisory firm based in India for approximately 24.5% ownership interest. The investment is accounted for using the equity method.

In February 2015, the Company entered into a joint venture in Australia where it teamed with ten employees to open an office in Sydney, Australia to pursue advisory activities across the Company's business segments. The Company has a 50% voting interest in the joint venture.

For the three months ended June 30, 2014 and 2015, the Company recognized $(9) and $403 of income (loss) related to investments in unconsolidated entities, respectively.

(4) RELATED-PARTY TRANSACTIONS

ORIX USA performs certain management, accounting, legal, regulatory, and other administrative services for the benefit of the Company. ORIX USA charges the Company a management fee for these services. For the three months ended June 30, 2014 and 2015, the management fee expense incurred by the Company related to these services was approximately $397 and $440, respectively, which is included in other operating expenses in the accompanying consolidated statements of comprehensive income. To the extent that ORIX USA and its affiliates pay for expenses of the Company, ORIX USA is reimbursed for such payments by the Company. The receivable from affiliate generally arises from cumulative cash transferred by the Company to ORIX USA or affiliates of ORIX USA. Affiliate charges and reimbursements are generally settled through the receivable from affiliates account. The receivables from ORIX USA is due on demand and bears interest at a variable rate that was approximately 1.82% at June 30, 2014 and 2015. The receivable from an affiliate of ORIX USA is of a long-term investment nature, although due on demand, and also bears interest at the same rate. For the three months ended June 30, 2014 and 2015, the interest income earned by the Company related to these receivables from affiliates was approximately $558 and $1,013, respectively.

Certain employees of the Company were issued shares of Fram in 2014 (note 10). The redemption of these share transactions settles through the receivable from affiliates account and additional paid-in capital of the Company as the cash portion of these transactions occur at ORIX USA. ORIX USA has the right, but not the obligation, to purchase Fram shares (note 12a) to maintain its majority effective ownership of the Company. Historically, ORIX USA has exercised this right.

F-37

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(5) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE

Balance—April 1, 2014	$	3,862
Provision for bad debt		672
Recovery of uncollectible accounts		1,157
Balance—June 30, 2014	$	5,691
Balance—April 1, 2015	$	4,625
Provision for bad debt		2,406
Write-off of uncollectible accounts		(627	)
Balance—June 30, 2015	$	6,404

(6) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Useful Lives	2014			2015
Equipment	5 Years	$	4,843		$	5,014
Furniture and fixtures	5 Years		12,658			14,433
Leasehold improvements	10 Years		16,151			16,883
Computers and software	3 Years		8,839			8,735
Art	N/A		993			995
Total cost			43,484			46,060
Less accumulated depreciation			(27,657	)		(29,653	)
Total net book value		$	15,827		$	16,407

Additions to property and equipment during the three months ended June 30, 2014 and 2015 primarily relate to costs incurred to furnish new leased office space.

Depreciation expense of approximately $1,050 and $1,053 was recognized during the three months ended June 30, 2014 and 2015, respectively.

F-38

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(7) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangibles consist of the following as of June 30, 2014 and 2015:

	Useful Lives	2014			2015
Goodwill	Indefinite	$	445,778		$	475,687
Tradename—HL, Inc.	Indefinite		192,210			192,210
Domain name	Indefinite		303			303
Tradename—other	3 - 5 Years		960			960
Developed technologies	10 Years		2,712			2,712
Non-compete agreements	5 Years		330			330
Backlog	1 Year		1,997			2,016
Customer relationships	2 - 8 Years		2,600			4,006
Stadium rights	30 Years		200			200
Total cost			647,090			678,424
Less accumulated amortization			(4,461	)		(5,859	)
Total net book value (before taxes)		$	642,629		$	672,565
Deferred tax liability			(77,184	)		(77,184	)
Total net book value		$	565,445		$	595,381

Goodwill attributable to the Company's business segments are as follows:

Business Segments	April 1, 2014		Changes(1)		June 30, 2014		April 1, 2015		Changes(1)		June 30, 2015
Corporate Finance	$	206,643		—	$	206,643	$	206,643		19,711	$	226,354
Financial Restructuring		164,663		223		164,886		163,823		426		164,249
Financial Advisory Services		74,226		23		74,249		85,084		—		85,084
Total	$	445,532		246	$	445,778		455,550		20,137	$	475,687

(1)

During June of 2015, the Company acquired a financial advisory firm that provide mergers and acquisitions advice, private capital raising and broad advisory services. Changes also include, foreign currency translation adjustments of $246 and $426 for the three months ended June 30, 2014 and 2015, respectively.

F-39

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(7) GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

Amortization expense of approximately $340 and $379 was recognized for the three months ended June 30, 2014 and 2015, respectively. The estimated future amortization for amortizable intangible assets for each of the next five years as of June 30, 2015 is as follows:

Years Ended June 30,
2016	$	1,228
2017		940
2018		818
2019		502
2020		479

(8) OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

During 2014 and 2015, the only component of other comprehensive income relates to foreign currency translation income of $143 and $407, respectively.

Accumulated other comprehensive loss at June 30, 2014 and 2015 comprises the following:

Balance, April 1, 2014	$	(8,903	)
Foreign currency translation gain		143
Balance, June 30, 2014	$	(8,760	)
Balance, April 1, 2015	$	(11,338	)
Foreign currency translation gain		407
Balance, June 30, 2015	$	(10,931	)

F-40

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(9) INCOME TAXES

The provision (benefit) for income taxes on operations for the three months ended June 30, 2014 and 2015 comprises the following approximate values:

	2014			2015
Current:
Federal	$	8,769		$	9,293
State		1,378			1,656
Foreign		(269	)		(397	)
		9,878			10,552
Deferred:
Federal		136			(476	)
State		80			(132	)
Foreign		175			86
		391			(522	)
Total	$	10,269		$	10,030

The provision for income taxes on operations for the three months ended June 30, 2014 and 2015 is reconciled to the income taxes computed at the statutory federal income tax rate (computed by applying the federal corporate rate of 35% to consolidated operating income before provision for income taxes) as follows:

	2014			2015
Federal income tax provision computed at statutory rate	$	8,619		$	8,776
State and local taxes, net of federal tax effect		1,458			1,525
Foreign taxes		(93	)		(311	)
Nondeductible expenses		283			318
Other		2			(278	)
Total	$	10,269		$	10,030

F-41

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(9) INCOME TAXES (Continued)

Deferred income taxes arise principally from temporary differences between book and tax recognition of income, expenses, and losses relating to financing and other transactions. The deferred income taxes on the accompanying consolidated balance sheets at June 30, 2014 and 2015 comprise the following:

	2014			2015
Deferred tax assets:
Deferred compensation expense/accrued bonus	$	32,112		$	42,790
Allowance for doubtful accounts		1,376			2,489
Other, net		4,710			3,266
Total deferred tax assets		38,198			48,545
Deferred tax liabilities:
Intangibles		(77,184	)		(77,184	)
Accounts receivable and work in process		(10,020	)		(12,229	)
Total deferred tax liabilities		(87,204	)		(89,413	)
Net deferred tax liabilities	$	(49,006	)	$	(40,868	)

A valuation allowance is required when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company has determined that it is more likely than not that all deferred tax assets will be realized. Accordingly, no valuation allowance has been recognized.

Interest expense and penalties related to income taxes are included in the provision for income taxes in the accompanying consolidated statements of comprehensive income. As of June 30, 2014 and 2015, the Company had recorded liabilities for interest and penalties related to uncertain tax positions in the amounts of $42 and $10, net of any future tax benefit of such interest, respectively. Unrecognized tax benefits totaled $533 and $133 as of June 30, 2014 and 2015, respectively. If the income tax benefits from these tax positions are ultimately realized, such realization would affect the income tax provision and effective tax rate.

A reconciliation of the unrecognized tax benefits for the three months ended June 30, 2015 is as follows:

Unrecognized tax position at the beginning of the year	$	133
Decreases related to prior year tax positions		—
Unrecognized tax position at the end of the year	$	133

The Company files as a member of the ORIX USA consolidated federal income tax group. As of June 30, 2015, all of the federal income tax returns the Company has filed since 2012 are still subject to adjustment upon Internal Revenue Service audit. The Company also files combined and separate income tax returns in many states, and these combined returns remain open for adjustments to the Company's federal income tax returns. There is no change expected in the Company's unrecognized tax benefits in the next 12 months.

F-42

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(10) EMPLOYEE BENEFIT PLANS

(a)

Defined Contribution Plans

The Company sponsors 401(k) defined contribution savings plans for its domestic employees and defined contribution retirement plans for its international employees. During the three months ended June 30, 2014 and 2015, the Company contributed approximately $360 and $380, respectively, to these defined contribution plans.

(b)

Share-Based Incentive Plans

The Company has no stock-based incentive compensation plans; however, as a subsidiary of Fram, certain employees of the Company have been granted restricted shares of Fram. Compensation expense related to these shares is recorded at the Company level as it relates to services provided by its employees. Under the current incentive plan (the Fram Incentive Plan), Fram grants restricted share awards to employees of the Company as a component of annual incentive pay and occasionally in conjunction with new hire employment. The Fram Incentive Plan authorizes grants to award up to 2,100,000 shares of authorized but unissued common stock. Typically, awards vest after three years of service from the date of grant. At June 30, 2014 and 2015, there were 633,383 and 630,098, respectively, of additional shares available for grant under the Fram Incentive Plan. The grant-date fair value of each award is determined by Fram's board of directors as discussed further below.

The share awards are classified as equity awards at time of grant unless the number of shares granted is unknown. Award offers that are settleable in Fram shares based upon a future determinable stock price are classified as a liability until price is established and resulting number of shares are known, at which time they are transferred to equity awards. Activity in equity classified Fram share awards during the three months ended June 30, 2014 and 2015 is as follows:

Nonvested share awards	Shares			Weighted average grant date fair value
Balance at April 1, 2014		284,458		$	130.71
Granted		174,731			138.00
Vested		(163,326	)		132.73
Forfeited		(2,632	)		131.56
Balance at June 30, 2014		293,231		$	133.92
Balance at April 1, 2015		286,235		$	133.95
Granted		—			—
Vested		(132,302	)		134.14
Forfeited		(408	)		134.19
Balance at June 30, 2015		153,525		$	133.80

F-43

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(10) EMPLOYEE BENEFIT PLANS (Continued)

Activity in liability classified Fram share awards during the three months ended June 30, 2014 and 2015 is as follows:

Awards settleable in Fram shares	Fair value
Balance at April 1, 2014	$	11,171
Offer to grant		6,536
Share price determined—transferred to equity grants		(3,869	)
Forfeited		(517	)
Balance at June 30, 2014	$	13,321
Balance at April 1, 2015	$	14,984
Offer to grant		33,602
Share price determined—Coverted to cash payments		(6,244	)
Forfeited		—
Balance at June 30, 2015	$	42,342

During the three months ended June 30, 2014 and 2015, compensation expense, net of taxes for the Company associated with these awards totaled $7,241 and $7,232, respectively. At June 30, 2015, there was $55,466 of total unrecognized compensation cost related to unvested share awards granted under the Fram Incentive Plan. That cost is expected to be recognized over a weighted average period of 1.5 years.

The Fram board of directors determines fair value of the shares using input from a third party, which uses a combination of historical and forecasted results and market data. The methods used to estimate the fair value of our shares include the market approach and the income approach. Under the market approach, fair value is determined by multiplying revenues of comparable public companies by the relevant valuation multiple, adjusted for any differences with the referenced comparable. Under the income approach, fair value is determined by converting future cash flows to a single present amount (discounted) using current expectations about those future amounts. The significant assumptions used to develop the fair value estimates include the discount rate (11.5% for 2014 and 2015) used under the income approach and revenue multiples (0.9x - 3.3x for 2014 and 0.9x - 4.4x for 2015) used under the market approach.

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the financial instruments represent the amounts that would be received to sell assets or that would be paid to transfer liabilities in an orderly transaction between market participants as of a specified date. Fair value measurements maximize the use of observable inputs; however, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

F-44

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The carrying value of cash and cash equivalents, accounts receivable, unbilled work in process, receivables from affiliates, accounts payable, accrued expenses, and deferred income approximates fair value due to the short maturity of these instruments.

(12) STOCKHOLDER'S EQUITY

(a)

Fram Shares

As described in note 10, the Company's parent, Fram, grants compensatory restricted shares to certain employees of the Company under the Fram Incentive Plan. As stated in note 4, ORIX USA has the right, but not the obligation, to purchase shares to maintain its majority effective ownership of the Company and has purchased $8,114 and $0 for the three months ended June 30, 2014 and 2015, respectively.

(b)

Dividends

Approximately $888 and $0 of dividends previously declared related to Fram unvested shares at June 30, 2014 and 2015, respectively, were outstanding, of which $159 and $0, respectively, was recorded in accounts payable and accrued expenses in the accompanying consolidated balance sheets, respectively.

(c)

Noncontrolling interest

Net (income) loss attributable to noncontrolling interest primarily represents the (income) loss associated with persons other than Houlihan Lokey that are its co-investors in a consolidated subsidiary that holds an equity method investment in an unconsolidated entity.

(d)

Stock subscriptions receivable

The Company periodically issues notes receivable to employees for the purchase of Fram shares.

(13) COMMITMENTS AND CONTINGENCIES

The Company has been named in various legal actions arising in the normal course of business. In the opinion of the Company, in consultation with legal counsel, the final resolution of these matters is not expected to have a material adverse effect on the Company's financial condition.

The Company also provides routine indemnifications relating to certain real estate (office) lease agreements under which it may be required to indemnify property owners for claims and other liabilities arising from the Company's use of the applicable premises. In addition, the Company guarantees the performance of its subsidiaries under certain office lease agreements. The terms of these obligations vary, and because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the maximum amount that it could be obligated to pay under such contracts. Based on historical experience and evaluation of specific indemnities, management believes that judgments, if any, against the Company related to such matters are not likely to have a material effect on

F-45

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(13) COMMITMENTS AND CONTINGENCIES (Continued)

the consolidated financial statements. Accordingly, the Company has not recorded any liability for these obligations as of June 30, 2014 or 2015.

In addition, an acquisition made in December 2012 included contingent consideration with carrying value of $3,180 and $1,386 as of June 30, 2014 and 2015, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. An acquisition made in January 2015 included contingent and non-contingent consideration with a carrying value of $2,358 and $3,182, respectively, as of June 30, 2015. Also, an acquisition made in June 2015 included contingent and non-contingent consideration with a carrying value of $3,500 and $4,500, respectively, as of June 30, 2015.

Straight-line rent expense under noncancelable operating lease arrangements and the related operating expenses were approximately $4,553 and $4,465 for the three months ended June 30, 2014 and 2015, respectively. The approximate future minimum annual noncancelable rental commitments required under these agreements with initial terms in excess of one year are as follows:

Year ended June 30:
2016	$	16,859
2017		16,239
2018		16,004
2019		13,689
2020		13,566
2021 and thereafter		32,822
	$	109,179

(14) NET INCOME ATTRIBUTABLE TO HOULIHAN LOKEY, INC. PER SHARE

Basic net income attributable to Houlihan Lokey, Inc. per share is computed as net income attributable to Houlihan Lokey, Inc. divided by the weighted average number of common shares outstanding for the period.

The following is a reconciliation of net income attributable to Houlihan Lokey, Inc. and the number of shares used in the basic and diluted net loss per share calculations:

	Three Months Ended June 30,
	2014		2015
Net income	$	14,357	$	15,071
Less: net (income) loss attributable to noncontrolling interest		1		(26	)
Net income attributable to Houlihan Lokey, Inc.	$	14,358	$	15,045
Divided by: Weighted average shares		587,866		587,866
Net income attributable to Houlihan Lokey, Inc. per share	$	0.02	$	0.03

F-46

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(15) SEGMENT AND GEOGRAPHICAL INFORMATION

The Company's reportable segments are described in note 1. Revenues by segment represents fees earned on the various services offered within each segment. Segment profit represents each segment's profit, which consists of segment revenues, less (1) direct expenses including compensation, employee recruitment, and travel, meals and entertainment, professional fees and bad debt and (2) expenses allocated by headcount such as communications, rent, depreciation and amortization and office expense. The corporate expense category includes costs not allocated to individual segments, including charges related to incentive compensation, share-based payments, and corporate departmental functions managed on a worldwide basis including accounting, finance and taxation, human resources, legal, office services and certain senior management activities. The following tables present information about revenues, profit and assets by segment and geography.

	Three Months Ended June 30,
	2014			2015
Revenues by segment:
Corporate Finance	$	77,752		$	78,397
Financial Restructuring		37,671			38,993
Financial Advisory Services		26,079			28,876
Total revenues	$	141,502		$	146,266
Segment profit
Corporate Finance	$	21,097		$	23,426
Financial Restructuring		7,576			9,619
Financial Advisory Services		6,253			6,726
Total segment profit		34,926			39,771
Corporate expenses		(10,877	)		(15,782	)
Other income and expense		577			1,112
Income before provision for income taxes	$	24,626		$	25,101

	At June 30,
	2014		2015
Assets by segment:
Corporate Finance	$	234,407	$	239,668
Financial Restructuring		173,191		181,872
Financial Advisory Services		94,687		100,409
Total segment assets		502,285		521,949
Corporate assets		465,791		586,946
Total assets	$	968,076	$	1,108,895

F-47

HOULIHAN LOKEY, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited) (Continued)

Three Months Ended June 30, 2014 and 2015

(All tables and balance disclosures are in thousands, except share data)

(15) SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

	Three Months Ended June 30,
	2014		2015
Revenues by Geography:
United States	$	131,695	$	135,249
International		9,807		11,017
Total revenues	$	141,502	$	146,266

	At June 30,
	2014		2015
Assets by Geography:
United States	$	679,627	$	821,283
International		288,449		287,612
Total assets	$	968,076	$	1,108,895

(16) SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through the date at which the consolidated financial statements were available to be issued.

F-48

Through and including                        , 2015 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions payable by the selling stockholders, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the FINRA filing fee and the New York Stock Exchange listing fee.

	Amount
Securities and Exchange Commission registration fee		11,620
FINRA filing fee		15,500
New York Stock Exchange listing fee		25,000
Accountants' fees and expenses			*
Legal fees and expenses			*
Blue Sky fees and expenses			*
Transfer Agent's fees and expenses			*
Printing and engraving expenses			*
Miscellaneous			*
Total expenses			*

*

To be filed by amendment.

Item 14.    Indemnification of Directors and Officers.

        Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

        Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability

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but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        Upon completion of this offering, our bylaws will provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our bylaws will provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys' fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

        Prior to the completion of this offering, we intend to enter into separate restated indemnification agreements with of our directors and certain officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our bylaws.

        We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

        In any underwriting agreement we enter into in connection with the sale of Class A common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), against certain liabilities.

Item 15.    Recent Sales of Unregistered Securities.

        Set forth below is information regarding shares of capital stock issued by us within the past three years. Also included is the consideration received by us for such shares, if any, and information relating

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to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(a)

Issuances of capital stock

        From April 1, 2012 and through June 30, 2015, Fram Holdings, Inc. issued 318,875 shares of Series C Common Stock at prices ranging from $117.15 to $144.25 per share.

        From April 1, 2012 and through June 30, 2015, Fram Holdings, Inc. issued 90,109 shares of Series E Common Stock at prices ranging from $120.50 to $147.91 per share.

        No underwriters were involved in the foregoing issuance of securities. This transaction was exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act or Regulation D, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

(b)

Restricted stock grants

        From April 1, 2012 and through June 30, 2015, Fram Holdings, Inc. granted 424,417 shares of restricted Series E Common Stock pursuant to the Fram Holdings, Inc. Second Amended and Restated 2006 Incentive Compensation Plan. The grant date fair value of these issues of restricted stock ranges from $125.00 to $141.00.

        The issuances of restricted stock described in this paragraph (b) of Item 15 were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

        Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. Individuals who purchased stock as described above represented their intention to acquire the stock for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.

The exhibit index attached hereto is incorporated herein by reference.

(b)

Financial Statement Schedules.

All schedules have been omitted because the information required to be set forth in the schedules is either not applicable or is shown in the financial statements or notes thereto.

Item 17.    Undertakings.

        The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,

II-3

therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 27^th day of July, 2015.

HOULIHAN LOKEY, INC.
By:	/s/ SCOTT L. BEISER Scott L. Beiser Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature		Title	Date
/s/ SCOTT L. BEISER Scott L. Beiser		Chief Executive Officer and Director (principal executive officer)	July 27, 2015
/s/ J. LINDSEY ALLEY J. Lindsey Alley		Chief Financial Officer (principal financial officer and principal accounting officer)	July 27, 2015
* Irwin N. Gold		Executive Chairman and Director	July 27, 2015
* Hideto Nishitani		Director	July 27, 2015
* Paul E. Wilson		Director	July 27, 2015
*By:	/s/ J. LINDSEY ALLEY J. Lindsey Alley Attorney-in-fact

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EXHIBIT INDEX

Exhibit number			Description of exhibit
	1.1	*	Form of Underwriting Agreement.
	3.1		Form of Amended and Restated Certificate of Incorporation of Houlihan Lokey, Inc., to be effective upon the closing of this offering.
	3.2		Form of Amended and Restated Bylaws of Houlihan Lokey, Inc., to be effective upon the closing of this offering.
	5.1	**	Form of Opinion of Latham & Watkins LLP.
	9.1	**	Form of HL Voting Trust Agreement, to be effective upon the closing of this offering.
	10.1		Form of Stockholders' Agreement, to be effective upon the closing of this offering.
	10.2	**	Form of HL Lock-up Agreement, to be effective upon the closing of this offering.
	10.3		Form of ORIX USA Registration Rights Agreement, to be effective upon the closing of this offering.
	10.4		Form of HL Holders Registration Rights Agreement, to be effective upon the closing of this offering.
	10.5		Form of Transition Services Agreement, to be effective upon the closing of this offering.
	10.6		Form of New Note, to be effective upon the closing of this offering.
	10.7	*	Form of New Revolving Credit Facility, to be effective upon the closing of this offering.
	10.8		Form of Indemnification Agreement between Houlihan Lokey, Inc. and its directors and executive officers, to be effective upon the closing of this offering.
	10.9	*†	Form of Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan.
	10.10	*†	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan.
	10.11	*†	Form of Deferred Restricted Stock Award Grant Notice and Agreement under the Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan.
	10.12	*†	Form of Houlihan Lokey, Inc. 2016 Incentive Award Plan.
	10.13	*†	Form of Restricted Stock Award Agreement under the Houlihan Lokey, Inc. 2016 Incentive Award Plan.
	10.14	*†	Form of Restricted Stock Unit Award Agreement under the Houlihan Lokey, Inc. 2016 Incentive Annual Plan.
	10.15		Form of Amended and Restated Tax Sharing Agreement, to be effective upon the closing of this offering.
	10.16		Form of OGC Cash Management Agreement and Guarantee Agreement, to be effective upon the closing of this offering.
	10.17		Form of Letter Agreement among Houlihan Lokey, Inc., ORIX USA Corporation and Fram Holdings, LLC, to be effective upon the closing of this offering.
	10.18	*†	Houlihan Lokey, Inc. Director Compensation Program.
	21.1		List of Subsidiaries.
	23.1		Consent of KPMG LLP.
	23.2	**	Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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Exhibit number			Description of exhibit
	24.1	**	Power of Attorney (included on signature page).
	99.1	**	Consent of Robert J.B. Lenhardt to be named as a board nominee.
	99.2		Consent of Scott J. Adelson to be named as a board nominee.
	99.3		Consent of David A. Preiser to be named as a board nominee.
	99.4		Consent of Ron K. Barger to be named as a board nominee.

*

To be filed by amendment.

**

Previously filed.

†

Indicates a management contract or compensatory plan or arrangement.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HOULIHAN LOKEY, INC.

Houlihan Lokey, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST:The present name of the corporation is Houlihan Lokey, Inc.  The name under which this corporation was originally incorporated is Houlihan Lokey, Inc.

SECOND:The certificate of incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware on June 1, 2015.

THIRD:This Amended and Restated Certificate of Incorporation, which restates and further amends the provisions of this corporation’s certificate of incorporation, has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.

FOURTH:The certificate of incorporation of this corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of this corporation is Houlihan Lokey, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

A.Classes of Stock.  The Corporation is authorized to issue shares of three classes of capital stock designated, respectively, “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Corporation is authorized to issue is [___] shares, consisting of: [___] shares of Class A Common Stock, par

value $0.001 per share (the “Class A Common Stock”), [___] shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) and [___] shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

Upon the Effective Time, each share of the existing common stock, par value $0.0001 per share, of the Corporation (“Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified as and changed into one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $0.001 per share, of the Corporation (“New Common Stock”).  Each stock certificate (if any) that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall be entitled to receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which the shares of Old Common Stock have been reclassified and changed.

B.Preferred Stock.  The Board of Directors of the Corporation (the “Board of Directors”) is authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the DGCL (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the designation of and number of shares to be included in each such series, and to fix the voting powers, full or limited, or no voting powers and the powers, privileges, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions thereof, of the shares of each such series.  Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the Preferred Stock voting separately as a class shall be required therefor.

C.Common Stock.  The powers, privileges, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares of the Class A Common Stock and Class B Common Stock are as follows:

1.Voting Rights.  Except as otherwise expressly provided herein or required by applicable law, on any matter (including the election of directors) that is submitted to a vote of the stockholders, (i) each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held in such holder’s name on the books of the Corporation as of the record date for voting or acting by written consent, as the case may be; (ii) each holder of Class B Common Stock, as such, shall be entitled to ten votes for each share of Class B Common Stock held in such holder’s name on the books of the Corporation as of the record date for voting or acting by written consent, as the case may be; and (iii) the holders of Class A Common Stock and Class B Common Stock shall vote together as a single class; provided, however, that the number of authorized shares of Class A Common Stock or Class B

2

Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the Class A Common Stock or Class B Common Stock voting separately as a class shall be required therefor.  Notwithstanding anything to the contrary set forth herein, the holders of Class A Common Stock and Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

2.Restrictions on Transfer.

a.Unless approved by the affirmative vote of a majority of the members of the Board of Directors, to the maximum extent permitted under applicable law, until the seventh anniversary of the Effective Time, no holder of Class B Common Stock shall Transfer any shares of Class B Common Stock or Class A Common Stock that has been issued to such holder upon the conversion of such holder’s Class B Common Stock pursuant to Section C.4.a. herein (or any interest therein) to any person or entity other than (i) ORIX, (ii) any ORIX Entity, (iii) the Corporation, (iv) any stockholder of the Corporation who (x) is an employee of the Corporation at the time of Transfer and (y) was previously issued shares of Common Stock directly by the Corporation or (v) a living trust approved by the Corporation prior to such Transfer (each, a “Permitted Transferee”); provided, that upon the consent of a majority of the members of the Board of Directors, the Board of Directors may, in its sole discretion, waive the restrictions of this Section C.2.a. with respect to any stockholder of the Corporation; provided, further, that the restrictions of this Section C.2.a. shall not apply to (1) Transfers by ORIX or any ORIX Entity, (2) Transfers in compliance with the provisions of an applicable HL Lock-Up Agreement by a holder who entered into the HL Voting Trust Agreement and an HL Lock-Up Agreement or (3) Transfers to or by the HL Voting Trust.  Any such Transfer of shares not made in accordance with this Section C.2.a. shall be void, and the Corporation shall not treat the transferee in such transaction as a holder of such shares for any purpose.  If, after 30 days’ notice to a holder from the Corporation of his, her or its violation of this Section C.2.a., the holder does not rescind the attempted Transfer, the Corporation shall have the right in its sole discretion to redeem any shares of Class A Common Stock or Class B Common Stock, as applicable, Transferred (or attempted to be so Transferred) in violation of this Section C.2.a. for a per share redemption price equal to the Corporation Book Value of such shares as of the end of the most recently completed calendar month prior to the redemption.  The redemption price shall be paid, at the sole discretion of the Board of Directors, in the form of a ten-year promissory note in a form and including other terms approved by the majority of the members of the Board of Directors, or, in any other form of consideration determined by the Board of Directors in its sole discretion with terms no less favorable to the redeemed holder than the terms of such note as determined by the Board of Directors in its sole discretion.

b.Notice of any redemption pursuant to Section C.2.a. shall be given by or on behalf of the Corporation not more than ten days after the date of redemption, by any

3

means designated by the Board of Directors, to all holders of record of Class A Common Stock or Class B Common Stock whose shares are redeemed; provided, however, that failure to give such notice or any defect therein shall not affect the validity of the proceedings for the redemption of any shares of Class A Common Stock and/or Class B Common Stock.  In addition to any information required by law, such notice shall state:  (i) the redemption date; (ii) the redemption price; and (iii) the number and series of shares of Class A Common Stock or Class B Common Stock redeemed and, if less than all shares held by such holder are redeemed, the number of such shares redeemed from such holder.  Upon the adoption of resolutions by the Board of Directors to redeem any shares of Class A Common Stock or Class B Common Stock, such shares of Class A Common Stock or Class B Common Stock, as applicable, shall no longer be entitled to dividends, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Class A Common Stock or Class B Common Stock, as applicable, and all rights of the holders thereof as stockholders of the Corporation with respect to such shares (except the right to receive from the Corporation the redemption price) shall cease.

3.Equal Treatment.  Except as otherwise expressly provided herein (such as voting rights as set forth in Section C.1 above) or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation:

a.Dividends.  Subject to applicable law, the other provisions of this Certificate of Incorporation and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of Class A Common Stock and Class B Common Stock shall be entitled to such dividends, if any, as may be declared thereon by the Board of Directors from time to time in its sole discretion out of assets or funds of the Corporation legally available therefor.  The holders of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to the declaration and payment of any dividend payable on the shares of Common Stock, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class; provided, however, that in the event a dividend is paid in the form of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock), then holders of Class A Common Stock shall receive Class A Common Stock (or Rights to acquire such stock, as the case may be), and holders of Class B Common Stock shall receive Class B Common Stock (or Rights to acquire such stock, as the case may be), with holders of Class A Common Stock and Class B Common Stock receiving an identical number of shares of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock, as the case may be).

b.Liquidation.  In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provision for the entitlements of holders of any series of Preferred Stock, the remaining assets and funds of the Corporation, if any, shall be divided among and paid ratably to the holders of the shares of Class A Common Stock and Class B Common Stock, treated as a single class, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B

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Common Stock, each voting separately as a class.  A Change of Control Transaction shall not be considered a dissolution, liquidation, or winding-up of the Corporation within the meaning of this Section C.3.b.

c.Subdivision, Combination or Reclassification.  If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class shall be proportionately subdivided, combined or reclassified concurrently therewith in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

d.Change of Control Transaction.  In connection with any Change of Control Transaction, shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders of the Corporation, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

4.Conversion of Class B Common Stock.

a.Optional Conversion.  A holder of Class B Common Stock may at any time, at such holder’s option, convert any or all of such holder’s shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock so converted.  Before any holder of Class B Common Stock shall be entitled to convert any shares of Class B Common Stock held thereby into shares of Class A Common Stock pursuant to this Section C.4.a., such holder shall surrender the certificate or certificates representing the shares of Class B Common Stock to be converted, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates representing the shares of Class A Common Stock issued upon conversion of such holder’s shares of Class B Common Stock are to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made at 5:00 p.m. in New York, New York on the date of such surrender of the shares of Class B Common Stock to be converted; provided, however, that if such date is not a Business Day, then the conversion shall be deemed to have occurred at 5:00 p.m. in New York, New York on the next succeeding Business Day, and, in either case, the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of the date of such conversion.

b.Mandatory Conversion on Transfer.  Each share of Class B

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Common Stock shall automatically, without any further action on the part of the Corporation or the holder thereof, convert into one share of Class A Common Stock upon a Transfer of such share of Class B Common Stock; provided that no such automatic conversion shall occur in the case of a Transfer by a holder of Class B Common Stock to any Permitted Transferee or from any such Permitted Transferee back to such holder of Class B Common Stock, or a Transfer of any Class A Common Stock or Class B Common Stock by ORIX to an ORIX Entity, among ORIX Entities or back to ORIX.

c.Mandatory Conversion on Final Conversion Date.  On the Final Conversion Date, each issued share of Class B Common Stock shall automatically, without any further action, convert into one share of Class A Common Stock.

d.Effect of Mandatory Conversion.  In the event of a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant to Section C.4.b. or Section C.4.c., (i) such conversion shall be deemed to have been made, (A) in the case of a conversion of shares of Class B Common Stock pursuant to Section C.4.b., at 5:00 p.m. in New York, New York on the date that the Transfer occurred; provided, however, that if such date is not a Business Day, then the conversion shall be deemed to have occurred at 5:00 p.m. in New York, New York on the next succeeding Business Day, and (B) in the case of a conversion of shares of Class B Common Stock pursuant to Section C.4.c., on the Final Conversion Date, and (ii) upon the effective date of the conversion, (A) if such shares are certificated, the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are to be issued, or (ii) if such shares are not certificated, the person registered as the owner of such shares in book-entry form, shall be deemed to have become the record holder or holders of such shares of Class A Common Stock.

e.Status of Converted Stock.  In the event any shares of Class B Common Stock shall be converted into shares of Class A Common Stock pursuant to this Section C.4, the shares of Class B Common Stock so converted shall be canceled and thereupon restored to the status of authorized but unissued Class B Common Stock.

f.Procedures.  The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Class B Common Stock to Class A Common Stock and the general administration of this dual class stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may from time to time request that holders of shares of Class B Common Stock furnish such certifications, affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not previously occurred.  A determination by the Board of Directors of the Corporation that a Transfer has resulted or will result in a conversion of the Class B Common Stock to Class A Common Stock shall be conclusive and binding on all persons, to the fullest extent permitted by law.

g.Effect of Conversion on Payment of Dividends.  Notwithstanding anything to the contrary set forth herein, if the date on which any share of Class B Common Stock is converted into Class A Common Stock occurs after the record date for the determination of the holders of Class B Common Stock entitled to receive any dividend or other

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distribution to be paid on the shares of Class B Common Stock, as such, and prior to the applicable payment date, the holder of such shares of Class B Common Stock as of such record date will be entitled to receive such dividend or other distribution on such payment date; provided, however, that notwithstanding any other provision of this Certificate of Incorporation, to the extent that any such dividend or distribution is payable in shares of Class B Common Stock (or Rights to acquire such stock), such dividend or distribution shall, to the fullest extent permitted by applicable law, be deemed to have been declared, and shall be payable in, shares of Class A Common Stock (or Rights to acquire such stock), and no shares of Class B Common Stock (or Rights to acquire such stock) shall be issued in payment thereof.

h.Reservation of Stock.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.

ARTICLE V

The following terms, where capitalized in this Certificate of Incorporation, shall have the meanings ascribed to them in this Article V:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“Certificate of Incorporation” means this Amended and Restated Certificate of Incorporation, as it may be amended and restated from time to time.

“Change of Control Transaction” means (i) the sale, lease, exchange, or other disposition (other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for borrowed money that are approved by the Board of Directors, so long as no foreclosure occurs in respect of any such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose include the property and assets of any direct or indirect wholly owned subsidiary of the Corporation); provided that any sale, lease, exchange or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect wholly owned subsidiary or subsidiaries of the Corporation shall not be deemed a “Change of Control Transaction”; or (ii) the merger, consolidation, business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation, business combination, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of the Corporation (or the surviving entity or its parent) and more than 50% of the total number of outstanding

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shares of the Corporation’s capital stock (or the surviving entity or its parent), in each case as outstanding immediately after such merger, consolidation, business combination, or other similar transaction, and the stockholders of the Corporation immediately prior to the merger, consolidation, business combination, or other similar transaction own voting securities of the Corporation (or the surviving entity or its parent) immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned the voting securities of the Corporation immediately prior to the transaction.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporation Book Value” at any time means an amount per share of Common Stock determined by dividing (x) Corporation Common Equity at such time by (y) the number of the then outstanding shares of Common Stock, as determined by the Board of Directors in its sole discretion.  All vested shares of Common Stock and unvested shares of Common Stock for which the Corporation has recognized costs or expenses under GAAP as of such time shall be considered to be outstanding for purposes of calculating the number of outstanding shares of Common Stock.  Unvested shares of Common Stock for which the Corporation has not recognized costs or expenses under GAAP as of such time shall not be considered outstanding for purposes of calculating the number of outstanding shares of Common Stock.  Notwithstanding the foregoing, if in the reasonable discretion of the Board of Directors an extraordinary event (including a lawsuit) or series of events occurs, the economic impact of which on the Corporation Book Value of a share of Common Stock as of the end of any month or fiscal quarter cannot be readily determined by the Board of Directors, then the Board of Directors may elect to delay any determination of the Corporation Book Value of a share of Common Stock as of the end of such month or quarter until a reasonable time after fiscal-year end audited (in the case of the third or fourth fiscal quarter) or six-month interim (in the case of the first or second fiscal quarter) financial statements of the Corporation covering the period that includes such month or quarter, as applicable, become available.

“Corporation Common Equity” as of any time, shall mean the aggregate amount of the then outstanding common equity of the Corporation determined by the Board of Directors in accordance with GAAP.  All vested shares of Common Stock and unvested shares of Common Stock for which the Corporation has recognized costs or expenses under GAAP as of such time shall be considered to be outstanding for purposes of determining the Corporation Common Equity.  Unvested shares of Common Stock for which the Corporation has not recognized costs or expenses under GAAP as of such time shall not be considered outstanding for purposes of determining Corporation Common Equity.

“Effective Time” means the time at which this Certificate of Incorporation becomes effective in accordance with the DGCL.

“Final Conversion Date” means 5:00 p.m. in New York, New York on the first day on which the registered national securities exchange on which the Corporation’s equity securities are then principally listed or traded is open for trading that falls on or after the earlier of (i) the

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date on which (x) the outstanding shares of Common Stock owned by ORIX, the HL Voting Trust, the beneficiaries of the HL Voting Trust and each of their respective Permitted Transferees, together with (y) the outstanding shares of Common Stock (A) received by a stockholder of the Corporation in connection with the grant, vesting and/or payment of an equity compensatory award and (B) with respect to which such stockholder has given the right to vote, pursuant to an irrevocable proxy, to the person or persons as may be designated by the Company from time to time, collectively represent less than 20% of the number of shares of Common Stock then outstanding or (ii) a date specified by the holders of at least 66-²/3% of the outstanding shares of Class B Common Stock.

“HL Lock-Up Agreement” means that certain HL Lock-Up Agreement, by and between the Company and each stockholder signatory thereto.

“HL Voting Trust” means the trust established under the HL Voting Trust Agreement.

“HL Voting Trust Agreement” means that certain Voting Trust Agreement, dated as of the date hereof, by and between the Company and the holders named therein.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, joint stock corporation, and any federal, state, county or municipal government or any bureau, department or agency thereof.

“ORIX” means ORIX HLHZ Holdings, LLC, a Delaware limited liability company.

“ORIX Entity” means ORIX Corporation or any wholly owned subsidiary thereof.

“Rights” means any option, warrant, or other security having a conversion right or contractual right of any kind to acquire shares of the Corporation’s authorized but unissued capital stock.

“Subsidiary” means, with respect to any specified Person:  (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Transfer” of a share of Class A Common Stock or Class B Common Stock means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law.  A “Transfer” shall also include, without limitation, (i) a transfer of a share of Class A Common Stock or Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership) or (ii) the transfer of, or entering into a binding agreement with respect to,

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Voting Control over a share of Class A Common Stock or Class B Common Stock by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer”: (a) the grant of a proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders; (b) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class A Common Stock or Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner; or (c) the fact that, as of the Effective Time or at any time after the Effective Time, the spouse of any holder of Class A Common Stock or Class B Common Stock possesses or obtains an interest in such holder’s shares of Class A Common Stock or Class B Common Stock arising solely by reason of the application of the property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of such shares of Class A Common Stock or Class B Common Stock.

“Voting Control” with respect to a share of Class A Common Stock or Class B Common Stock means the exclusive power (whether directly or indirectly) to vote or direct the voting of such share of Class A Common Stock or Class B Common Stock, including by proxy, voting agreement or otherwise.

“Whole Board” means the total number of directors that the Corporation would have if there were no vacancies or unfilled newly created directorships.

ARTICLE VI

A.Board Size.  Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of authorized directors constituting the Board of Directors shall be fixed from time to time exclusively by a resolution adopted by a majority of the Whole Board.

B.Classified Board.  Subject to any rights of the holders of any series of Preferred Stock to elect directors, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively (the “Classified Board”).  Each class shall consist, as nearly as may be possible, of one third of the Whole Board.  The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes of the Classified Board, which assignments shall become effective at the same time the Classified Board becomes effective.  The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders following the Effective Time, the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of stockholders following the Effective Time, and the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders following the Effective Time, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

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C.Term; Removal.  Each director shall hold office until the annual meeting of stockholders at which such director’s term expires and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.  Prior to the Final Conversion Date, except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to a Preferred Stock Designation, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.  From and after the Final Conversion Date, except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to a Preferred Stock Designation, directors may be removed only for cause and only by the affirmative vote of the holders of 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

D.Vacancies and Newly Created Directorships.  Subject to any rights of the holders of any series of Preferred Stock to elect directors, any vacancy occurring in the Board of Directors for any reason, and any newly created directorship resulting from any increase in the authorized number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders.  Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of such director expires and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

E.Additional Preferred Stock Directors.  During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to a Preferred Stock Designation, then upon commencement and for the duration of the period during which such right continues:  (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of additional directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, or until such director’s earlier death, resignation, disqualification or removal.  Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

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ARTICLE VII

The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.Board Power.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

B.Written Ballot.  Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

C.Amendment of Bylaws.  In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.  Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein or by law, the affirmative vote of at least 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws of the Corporation or to adopt any provision inconsistent therewith.

D.Special Meetings.  Special meetings of the stockholders may be called only by (i) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board; (ii) the chairman of the Board of Directors (or in the event of co-chairmen, either co-chairman); (iii) the chief executive officer of the Corporation; or (iv) the president or either co-president of the Corporation (in the event there is no chief executive officer of the Corporation), but such special meetings may not be called by any other person or persons.

E.Stockholder Action by Written Consent.  From and after the Final Conversion Date, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders in lieu of a meeting.

F.Section 203 of the DGCL.  The Corporation shall not be governed by Section 203 of the DGCL (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation, until the moment in time immediately following the time at which both of the following conditions exist (if ever):  (i) Section 203 by its terms would, but for the provisions of this Section F., apply to the Corporation; and (ii) the Final Conversion Date has occurred, and the Corporation shall thereafter be governed by Section 203 if and for so long as Section 203 by its terms shall apply to the Corporation.

ARTICLE VIII

A.Director Exculpation.  A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

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B.Vested Rights.  Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any act or omission occurring, or any action, suit or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine.  Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

ARTICLE X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with, Article VI of this Certificate of Incorporation.

* * *

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the corporation by its duly authorized officer this ___ day of _________, 2015.

HOULIHAN LOKEY, INC.
By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

HOULIHAN LOKEY, INC.

ARTICLE I

STOCKHOLDERS

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) in its sole discretion shall determine. The annual  meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication if the Board in its sole discretion shall so determine. Any proper business may be transacted at the annual meeting. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 1.2.Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called in the manner set forth in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication if the Board in its sole discretion shall so determine. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

Section 1.3.Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communications by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, if any, and the record date for determining the stockholders entitled to vote at the meeting. In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, notice of any meeting of stockholders shall be given not less than 10, nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 1.4.Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders, annual or special, may be adjourned from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.5.Quorum. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority in voting power of the shares of stock who are present in person or by proxy and entitled to vote, may adjourn the meeting. A quorum, once established at a meeting, shall not be broken by the subsequent withdrawal of any stockholders.

Section 1.6.Conduct of Meetings. Meetings of stockholders shall be presided over by such person as the Board may designate, or, in the absence of such designation or such designated person, the Chairperson of the Board, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, by a Vice President. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants.  The chairperson of any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and, if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board or the chairperson of

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the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.7.Voting; Proxies. Each stockholder of record entitled to vote at a meeting of stockholders or, unless otherwise restricted by the Certificate of Incorporation, to express consent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the votes cast and entitled to vote on the subject matter shall decide any question (other than the election of directors) brought before such meeting, unless the question is one upon which, by express provision of applicable law, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities, the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 1.8.Fixing Date for Determination of Stockholders of Record.

(a)In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date

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upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(c)Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 1.9.List of Stockholders Entitled to Vote. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, (a) on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting. Except as otherwise provided by law, the list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 1.10.Inspectors of Elections.  The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of

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inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of stock outstanding and the voting power of each such share, (ii) determine the shares of stock represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (v) certify their determination of the number of shares of stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.11.Notice of Stockholder Business; Nominations.

1.11.1.Annual Meeting of Stockholders.

(a)Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board (or any committee thereof) or (iii) by any stockholder of the Corporation who was a stockholder of record at the time the notice provided for in this Section 1.11 is delivered to the Secretary of the Corporation, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.11.1.

(b)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.11.1(a):  (i)the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation; (ii)such other business must otherwise be a proper matter for stockholder action; (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in this Section 1.11(b), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice; and (iv)if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.11, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.11. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting (except in the case of the 2015 annual meeting, for which such notice shall be timely if delivered in the same time period as if such meeting were a special meeting

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governed by Section 1.11.2); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered (A) not earlier than the close of business on the 120th day prior such annual meeting and (B) not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made by the Corporation. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:  (X) as to each person whom the stockholder proposes to nominate for election as a director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (Y)as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including, if such proposal seeks to amend the Bylaws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (Z) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:  (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; (2) the class or series and number of shares of stock of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner; (3) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee; (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation; (5) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (6) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees, or otherwise intends to solicit proxies or votes from stockholders in support of such proposal or nomination (an affirmative statement of such intent being a “Solicitation Notice”); and (7) any other information relating to

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such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this Section 1.11.1 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(c)Notwithstanding anything in the second sentence of Section 1.11.1(b) to the contrary, in the event that the number of directors to be elected to the Board is increased effective after the time period for which nominations would otherwise be due under Section 1.11.1(b) and there is no Public Announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.11 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation.

1.11.2.Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.11.2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.11.2. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.11.1(b) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation (i) not earlier than the 120th day prior to such special meeting and (ii) not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the Public Announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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1.11.3.General.

(a)Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 1.11.1(b)(Z)(6)) and, if any proposed nomination or business was not made or proposed in compliance with this Section 1.11, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(b)For purposes of this Section 1.11, the term “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(c)Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.11; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.11 (including Sections 1.11.1(a)(iii) and 1.11.2 hereof), and compliance with Sections 1.11.1 and 1.11.2 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of Section 1.11.1(b), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange

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Act, as amended from time to time). Nothing in this Section 1.11 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1.Number; Qualifications. The total number of directors constituting the Board shall be fixed from time to time in the manner set forth in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2.Election; Resignation; Removal; Vacancies. Election of directors need not be by written ballot. Directors shall be elected by the stockholders at the annual meeting of stockholders, and the term of each director shall be as set forth in the Certificate of Incorporation. Any director may resign by delivering a notice of resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at a later time or upon the happening of an event. Subject to the special rights of the holders of any series of preferred stock to elect directors, directors may be removed only as provided by the Certificate of Incorporation and applicable law. All vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

Section 2.3.Regular Meetings. Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

Section 2.4.Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5.Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such

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conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6.Quorum; Vote Required for Action. At all meetings of the Board, a majority of the total number of directors that the Corporation would have if there were no vacancies or unfilled newly created directorships shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place without further notice thereof. Except as otherwise provided herein or in Article 2 of the Stockholders’ Agreement, dated as of [ · ], 2015 by and among the Corporation and the holders identified therein, as amended from time to time (the “Stockholders’ Agreement”), the Certificate of Incorporation, or required by law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7.Organization. Meetings of the Board shall be presided over by the Chairperson of the Board, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, unless the chairperson of the meeting appoints any other person to act as secretary of the meeting.

Section 2.8.Unanimous Action by Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9.Powers. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2.10.Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their service as directors, including without limitation their service as members of committees of the Board.

ARTICLE III

COMMITTEES

Section 3.1.Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the

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extent provided in a resolution of the Board but subject to any limitations imposed by the DGCL, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 3.2.Committee Rules. Each committee shall keep records of its proceedings and make such reports as the Board may from time to time request. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.

ARTICLE IV

OFFICERS

Section 4.1.Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a President, a Secretary and a Treasurer and may consist of such other officers, including, without limitation, a Chairperson of the Board, Chief Financial Officer, and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal. Any number of offices may be held by the same person. Any officer may resign by delivering a notice of resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board and the Board may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal.

Section 4.2.Chief Executive Officer. Subject to the oversight of the Board and such supervisory powers, if any, as may be delegated by the Board, the Chief Executive Officer of the Corporation shall act as the general manager and, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation.  Without limiting the foregoing, the Chief Executive Officer shall have the power to:  (a) affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been

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authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; (b) subject to the direction of the Board, have general charge of the property of the Corporation; and (c) supervise and control all officers, agents and employees of the Corporation.  The President shall be the Chief Executive Officer of the Corporation unless the Board shall have designated another officer to be the Chief Executive Officer.

Section 4.3.Chairperson of the Board. The Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe.

Section 4.4.President. The Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

Section 4.5.Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.6.Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

Section 4.7.Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.8.Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the

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office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.9.Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.10.Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then such officer may also be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V

STOCK

Section 5.1.Certificates; Uncertificated Shares. The shares of capital stock of the Corporation shall be represented by certificates; provided, however, that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairperson or Vice-Chairperson of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 5.2.Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new stock certificate or uncertificated shares in the place of any stock certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the stock certificate to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed stock certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such stock certificate or the issuance of such new stock certificate or uncertificated shares.

Section 5.3.Other Regulations. Subject to applicable law, the Certificate of Incorporation and these Bylaws, the issue, transfer, conversion and registration of shares represented by certificates and of uncertificated shares shall be governed by such other regulations as the Board may establish.

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ARTICLE VI

INDEMNIFICATION

Section 6.1.Indemnification of Officers and Directors. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made a party to, or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she (or a person for whom he or she is the legal representative), is or was, or has agreed at the request of the Corporation to become, a director or officer of the Corporation or a Reincorporated Predecessor (as defined below) or, while a director or officer of the Corporation or a Reincorporated Predecessor, is or was serving at the request of the Corporation or a Reincorporated Predecessor as a director, officer, member, manager, employee, agent or trustee of another corporation, or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expenses, liability and loss (including attorneys’ fees) reasonably incurred by such Indemnitee in connection therewith. Notwithstanding the foregoing, except as otherwise provided in Section 6.5, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized in the specific case by the Board.

Section 6.2.Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall, to the fullest extent permitted by law, be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such officer or director of the Corporation to repay such amount if it shall ultimately be determined that such officer or director of the Corporation is not entitled to be indemnified under this Article VI or otherwise. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents of the Corporation or a Reincorporated Predecessor or by persons serving at the request of the Corporation or a Reincorporated Predecessor as a director, officer, member, manager, employee, agent or trustee of another corporation, or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, may be paid by the Corporation in advance of the final disposition of such Proceeding upon such terms and conditions, if any, as the Board deems appropriate.

Section 6.3.Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses to pursuant to this Article VI.

Section 6.4.Indemnification Agreements. The Board is authorized to cause the Corporation to enter into indemnification agreements with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director,

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officer, member, manager, employee, agent or trustee of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5.Right of Indemnitee to Bring Suit.

6.5.1.Right to Bring Suit. If (a) following the final disposition of the proceeding at issue, a claim for indemnification by an Indemnitee under Section 6.1 of this Article VI is not paid in full by the Corporation within 60 days after a written claim therefor by the Indemnitee has been received by the Corporation, or (b) a claim for advancement of expenses under Section 6.2 of this Article VI is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Indemnitee may at any time thereafter (but not before) be entitled to file suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover any advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met the applicable standard of conduct which makes it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.

6.5.2.Effect of Determination. Neither the absence of a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

6.5.3.Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

Section 6.6.Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

Section 6.7.Certain Definitions. As used in this Article VI, the term “Reincorporated Predecessor” means a corporation that was merged with and into the

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Corporation in a statutory merger in which the Corporation was the surviving corporation of such merger and the primary purpose of such merger was to change the corporate domicile of the Reincorporated Predecessor to Delaware.

ARTICLE VII

NOTICES

Section 7.1.Notice.

7.1.1.Form and Delivery. Except as otherwise provided in these Bylaws (including, without limitation, Section 7.1.2 below) or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may, (a) in every instance in connection with any notice to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) in every instance in connection with any notice to a stockholder, be effectively given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of this Article VII, by giving such notice by facsimile, electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via facsimile, electronic mail or other form of electronic transmission, at the time provided in Section 7.1.2.

7.1.2.Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

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7.1.3.Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2.Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII

MISCELLANEOUS

Section 8.1.Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 8.2.Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 8.3.Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes, CDs, or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 8.4.Reliance upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.5.Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be

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invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

Section 8.6.Stockholders’ Agreement. The provisions of these Bylaws shall be subject to Sections 2.1.3 and 2.1.4 of the Stockholders’ Agreement.

ARTICLE IX

AMENDMENT

The Board is authorized to adopt, amend or repeal, in whole or in part, these Bylaws without the assent or vote of the stockholders. Notwithstanding anything to the contrary contained in these Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of stock of the Corporation required in the Certificate of Incorporation or by law, the affirmative vote of at least 66 ²/3% of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws or to adopt any provision inconsistent therewith.

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EX-10.1

Exhibit 10.1

HOULIHAN LOKEY, INC.

STOCKHOLDERS’ AGREEMENT

by and among

HOULIHAN LOKEY, INC.,
a Delaware corporation

and

the

HOLDERS
identified herein

Dated as of [·], 2015

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS		1
ARTICLE 2. GOVERNANCE		5
2.1	Board of Directors of the Company	5
ARTICLE 3. COVENANTS		9
3.1	Transfer Restrictions and Underwritten Offerings	9
3.2	Further Restrictions	11
3.3	Legend	11
3.4	HL Management Agreements	12
ARTICLE 4. REPRESENTATIONS AND WARRANTIES		12
4.1	Representations and Warranties	12
4.2	HL Voting Trust Agreement	13
ARTICLE 5. TERMINATION		13
5.1	Termination of Agreement	13
ARTICLE 6. MISCELLANEOUS		13
6.1	Amendments and Waivers	13
6.2	Entire Agreement	13
6.3	Further Assurances	14
6.4	Notices	14
6.5	Governing Law; Arbitration	14
6.6	Certain Rules of Construction	16
6.7	Binding Effect	16
6.8	Severability	16
6.9	Successors and Assigns	17
6.10	Counterparts	17
6.11	Survival	17

EXHIBIT A	Schedule of Reserved Matters Requiring Two-Thirds Vote of the Board of Directors
EXHIBIT B	Form of HL Lock-up Agreement
EXHIBIT C	Form of HL Management Registration Rights Agreement
EXHIBIT D	Form of HL Voting Trust Agreement
EXHIBIT E	Schedule of Key Terms of the Compensation Committee Charter
SCHEDULE A	Certain Pre-IPO Date Transactions

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Houlihan Lokey, Inc.

STOCKHOLDERS’ AGREEMENT

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of the [·] day of [·], 2015 (the “Effective Date”), by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the Holders who are signatories hereto (the “Holders”).

RECITALS

WHEREAS, in connection with the IPO (as defined below), the Holders and the Company desire to address certain relationships among themselves with respect to the Shares (as defined below) of the Company held by them.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS

Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Agreement” is defined in the Preamble, as the same may be amended from time to time.

“Arbitrator” is defined in Section 6.5.3.

“Audit Committee” means the Audit Committee of the Board of Directors of the Company.

“Board of Directors” means the Board of Directors of the Company.

“Capital Stock” means: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Claims” is defined in Section 6.5.1.

“Company” is defined in the Preamble.

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“Compensation Amount” means, with respect to the relevant period, an amount equal to 66% of the Company’s Professional Fee Revenues for such period; provided that it is understood that (a) no effect shall be given to any grants of cash or stock made in anticipation of the IPO and (b) the value of any stock granted to employees as part of the Company’s deferred compensation program shall be determined as of the date of grant and not on any date of vesting of such stock.

“Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.

“Dispute Notice” is defined in Section 6.5.2.

“Effective Date” is defined in the Preamble.

“Encumbrance” means a security interest, lien, charge, claim, community or other marital property interest, pledge, alienation, mortgage, option, hypothecation, encumbrance or similar collateral assignment by any other means, whether for value or no value and whether voluntary or involuntary (including by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) or any other restriction on use, voting (including any proxy), transfer (including any right of first refusal or similar right), receipt of income or exercise of any other attribute of ownership.  The term “Encumber” shall have a correlative meaning.

“Exchange” means the New York Stock Exchange, or any other stock exchange on which the common stock of the Company is listed.

“Existing Shares” means the Shares issued and outstanding on the IPO Date.

“Fully Diluted Basis” means, with respect to the calculation of the number of Shares outstanding as of any date of determination, the number of Shares issued and outstanding as of such date of determination, assuming (a) the conversion of all outstanding securities that by their terms are convertible into Shares, (b) the cash exercise of all outstanding options, stock appreciation rights and other securities that by their terms may be exercisable for Shares (whether or not such securities or awards alternatively may be settled for cash, and whether or not vested), (c) the vesting and settlement of all restricted stock, deferred stock, restricted stock units and other compensatory equity-based or equity-linked awards that by their terms may be settled for Shares (whether or not such securities or awards alternatively may be settled for cash), and (d) the exchange of all outstanding securities that by their terms are exchangeable for Shares.  Such number shall not include any Shares reserved for issuance under equity incentive plans as of the applicable date of determination (other than Shares assumed to be issued under the foregoing sentence).

“GAAP” means U.S. generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time, consistently applied.

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“HL Lock-Up Agreements” means the separate lock-up agreements entered into by and between the Company and certain HL Management Stockholders, from time to time, substantially in the form attached hereto as Exhibit B (as each may be amended from time to time in accordance with this Agreement).

“HL Management Stockholder” means an individual stockholder that is an employee of the Company or any of its Subsidiaries.

“HL Management Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between the Company and the HL Management Stockholders party thereto, substantially in the form attached hereto as Exhibit C (as may be amended from time to time).

“HL Voting Trust” means the trust established under the HL Voting Trust Agreement.

“HL Voting Trust Agreement” means that certain Voting Trust Agreement, dated as of the date hereof, by and among the Company, the HL Management Stockholders party thereto, and the Trustees, substantially in the form attached hereto as Exhibit D (as may be amended from time to time in accordance with this Agreement).

“Holders” is defined in the Preamble.

“IPO” means the initial public offering of Shares, including Shares offered pursuant to the exercise by the underwriters of any additional option to sell “greenshoe” Shares described in an underwriting agreement between the Company, the stockholders party thereto and the underwriters with respect to the IPO, pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“IPO Date” means the date of the closing of the IPO (including, if later, the closing of the sale of Shares upon exercise of the “greenshoe” option).

“Material Subsidiary” means a Subsidiary of the Company that generates Professional Fee Revenues.

“Nominating Committee” means the Nominating Committee of the Board of Directors of the Company.

“Organizational Documents” means the certificate of incorporation and by-laws, each as amended from time to time, of the Company.

“ORIX” means ORIX HLHZ Holding LLC, a Delaware limited liability company.

“ORIX Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between the Company and ORIX, as may be amended from time to time in accordance with its terms.

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“ORIX Senior Executive” means the Chief Executive Officer or Chief Financial Officer of ORIX USA Corporation.

“Percentage Ownership” means, as of a specified date, the percentage, equal to (a) the number of Shares held by ORIX (directly or through a brokerage or similar account) on such date (not including any Shares acquired by ORIX after the Effective Date (other than Shares acquired by ORIX as a result of a stock split, distribution or similar pro rata reorganization)) divided by (b) the total number of Shares outstanding on such date, calculated on a Fully Diluted Basis.

“Person” means and includes an individual, a general or limited partnership, a limited liability company, a joint venture, a corporation (including any nonprofit corporation), an estate, a trust, an unincorporated organization, an association, a government or any department or agency thereof or any entity similar to any of the foregoing.

“Post-IPO Percentage Ownership” means, as of a specified date, the percentage, equal to (a) the number of Shares held by ORIX (directly or through a brokerage or similar account) on such date (not including any Shares acquired by ORIX after the IPO Date (other than Shares acquired by ORIX as a result of a stock split, distribution or similar pro rata reorganization)) divided by (b) the total number of Shares that were outstanding immediately following the consummation of the IPO on the IPO Date, calculated on a Fully Diluted Basis; provided that, any Shares, any outstanding securities convertible into Shares, any restricted stock and other compensatory equity-based or equity-linked awards that by their terms may be settled for Shares and any outstanding securities that by their terms are exchangeable for Shares, in each case, without duplication, that are issued as purchase price consideration for the acquisition(s) pursuant to the agreement(s) set forth on Schedule A hereto shall be excluded from the calculation in this clause (b).

“Professional Fee Revenues” means the consolidated fee revenue of the Company and its Subsidiaries as reflected in its audited financial statements; provided, that, for the avoidance of doubt, Professional Fee Revenues does not include revenues related to reimbursements for out of pocket costs and expenses.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means shares of Class A common stock and Class B common stock of the Company.

“Subsidiary” means, with respect to any specified Person at any time: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at such time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner, the managing general partner or the managing member of which is such Person or a Subsidiary of such Person at such

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time or (ii) the only general partners or managing members of which are that Person or one or more Subsidiaries of that Person (or any combination thereof) at such time.

“Supermajority Period” means the period beginning on the IPO Date and ending on the earlier of (a) the third anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 20%; provided, however, that if on the third anniversary of the Effective Date, ORIX’s Post-IPO Percentage Ownership is greater than or equal to 30%, then the Supermajority Period shall be extended for an additional period that shall end on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that ORIX’s Post-IPO Percentage Ownership first falls below 20%.

“Transfer” means a sale, transfer, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings).  The term “Transferred” shall have a correlative meaning.

“Trustee” means a Trustee under the HL Voting Trust Agreement.

“Underwritten Offering” means an offering in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

ARTICLE 2.
GOVERNANCE

2.1       Board of Directors of the Company.  Each Holder shall vote all of its Shares entitled to vote thereon and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director (subject to any fiduciary duties that such members may have as directors of the Company), member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings), including, in each case, ensuring that the Organizational Documents do not conflict with this Agreement, so that:

2.1.1    Composition.

(a)Within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with U.S. Securities and Exchange Commission in connection with the IPO, the Board of Directors shall consist of exactly eleven directors, including three independent directors that meet the independence requirements applicable to Audit Committee members; provided, that, prior to such date, the Board of Directors may consist of ten members, including two independent directors that meet the independence requirements applicable to Audit Committee members.

(b)        Up until the fifth anniversary of the Effective Date, each Holder shall designate directors to serve on the Board of Directors so that:

(1)        At any time when ORIX’s Post-IPO Percentage Ownership is 20% or greater, (A) four directors shall be individuals designated by ORIX, (B) four directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, and (C) three directors, who shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements

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applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available), shall be individuals mutually agreed by ORIX and the Trustees on behalf of the HL Voting Trust.

(2)        At any time when ORIX’s Post-IPO Percentage Ownership is greater than or equal to 10% but less than 20%, (A) three directors shall be individuals designated by ORIX, (B) five directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust and (C) three directors, who shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available), shall be individuals designated by the Trustees on behalf of the HL Voting Trust with the approval of ORIX; provided that such approval shall not be unreasonably withheld, conditioned or delayed; and provided, further, that withholding, conditioning or delaying approval of any individual for inclusion in any such committee may be based, if appropriate, on the individual’s current, past or future affiliations or relationships with the Company (without limiting any other bases on which such approval may reasonably be withheld, conditioned or delayed);

(3)        At any time when ORIX’s Post-IPO Percentage Ownership is less than 10% but greater than 0%, (A) one director shall be an individual designated by ORIX and (B) ten directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(c)        At any time after the fifth anniversary of the Effective Date, each Holder shall designate directors to serve on the Board of Directors so that:

(1)        At any time when ORIX’s Percentage Ownership is 20% or greater, (A) three directors shall be individuals designated by ORIX and (B) eight directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-

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company exception and post-initial public offering transition rules, to the extent available).

(2)        At any time when ORIX’s Percentage Ownership is greater than or equal to 10% but less than 20%, (A) two directors shall be individuals designated by ORIX, (B) nine directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(3)        At any time when ORIX’s Percentage Ownership is greater than or equal to 5% but less than 10%, (A) one director shall be an individual designated by ORIX and (B) ten directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(4)        When ORIX’s Percentage Ownership is greater than 0% but less than 5%, all directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(d)       Each Holder may cause any director designated by it pursuant to Section 2.1.1(b) or (c) above to be removed (with or without cause) at any time and the other Holder shall take any action within their control reasonably necessary to effect such removal.  Except with respect to a resignation described in Section 2.1.1(e), in the event that a vacancy is created at any time due to the death, disability, retirement, resignation or removal of any director who was designated by ORIX or the Trustees on behalf of the HL Voting Trust under this Agreement, each of ORIX, each Trustee on behalf of the HL Voting Trust, and the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of ORIX or the Trustees on behalf of the HL Voting Trust, as the case may be.

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(e)        In the event that the number of directors ORIX is entitled to designate under Section 2.1.1(b) or Section 2.1.1(c) decreases, ORIX shall take all actions necessary to cause a sufficient number of ORIX-designated directors to tender resignations from the Board of Directors as soon as practicable and, in any event, within five business days of such decrease, so that (if such resignations are accepted by the Board of Directors) the number of ORIX-designated directors serving on the Board of Directors shall equal the number of directors ORIX is entitled to designate under Section 2.1.1(b) or Section 2.1.1(c) at that time.  Each of ORIX, each Trustee on behalf of the HL Voting Trust, and the Company agrees to take at any time and from time to time all actions necessary to cause any such vacancies created by such resignations to be filled as promptly as practicable by new designees of the Trustees on behalf of the HL Voting Trust.

(f)        At any time when Section 2.1.1(b)(1) or (b)(2) applies, if the Board of Directors is then separated into three classes, at least one ORIX-designated director shall be in each class.

2.1.2    Election of Directors.  If the Company holds a meeting of stockholders for the purpose of electing directors, the Company agrees to include as the slate of nominees recommended by the Board of Directors those persons designated by ORIX and by the Trustees on behalf of the HL Voting Trust in accordance with Section 2.1.1, and to use its reasonable best efforts to cause the election of each such designee to the Board of Directors, including nominating such designees to be elected as directors, in each case subject to applicable law.

2.1.3    Board of Directors Action and Supermajority Matters. The affirmative vote of a number of directors constituting a majority of the Board of Directors then in office (that is, six or more directors in the case of an 11-member Board of Directors, assuming no vacancies) shall be the act of the Board of Directors; provided, however, that, during the Supermajority Period, any action set forth on Exhibit A hereto (or the entry into any agreement or adoption of any plan to engage in any action set forth on Exhibit A hereto) will require the affirmative vote of a number of directors constituting at least two-thirds of the Board of Directors then in office (that is, eight or more directors in the case of an 11-member Board of Directors, assuming no vacancies).

2.1.4    Standing Committees.  Until the earlier of (a) the fifth anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 10%, the Board of Directors shall not have any standing committees other than the Audit Committee, Compensation Committee, Nominating Committee and any other committees otherwise required by applicable law or regulation or stock exchange requirements; provided, that, subject to the following provisions of this Section 2.1.4, the Board of Directors may determine to have an additional standing committee (or standing committees) during such period.  During such period, all actions and recommendations of any standing committee (other than the Audit Committee and other than the Compensation Committee to the extent Exhibit E provides otherwise) must be subject to the approval of the Board of Directors (which must, for the avoidance of doubt, be by the affirmative vote of two-thirds of the entire Board of Directors to the extent required by Section 2.1.3), and at least one member of each standing committee shall be an individual designated by ORIX to be a director pursuant to Section 2.1.1 and one member

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shall be an individual designated by the Trustees on behalf of the HL Voting Trust to be a director pursuant to Section 2.1.1; provided, that, each such designee, as applicable, must satisfy the independence requirements, if any, applicable to such committee members under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available); provided, further that, each of ORIX and the Trustees on behalf of the HL Voting Trust shall cause its or their respective designated member of the Audit Committee to resign from the Audit Committee prior to the first anniversary of the effective date of the registration statement on Form S-1 filed by the Company with U.S. Securities and Exchange Commission in connection with the IPO; provided, further that in the event that a third independent director that meets the independence requirements applicable to Audit Committee members is not appointed within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with U.S. Securities and Exchange Commission in connection with the IPO, then ORIX and the Trustees on behalf of the HL Voting Trust shall cause its or their respective designated member of the Audit Committee to resign from the Audit Committee within such 90-day period, and, following the appointment of a third independent director that meets the independence requirements applicable to the Audit Committee members, such members will be reappointed to the Audit Committee for the remainder of the one-year period referenced above.

2.1.5    Agreement of the Company, ORIX and the HL Voting Trust.  Each of the Company, ORIX and each Trustee on behalf of the HL Voting Trust agrees that it will take all necessary action within its control to cause the matters addressed by this Section 2.1 to be carried out in accordance with the provisions hereof.  Without limiting the foregoing, the Company shall not permit the Secretary of the Company or, if there is no Secretary, such other officer or employee of the Company as may be fulfilling the duties of the Secretary, to record any vote or consent or other action contrary to the terms of this Section 2.1.

ARTICLE 3.
COVENANTS

3.1       Transfer Restrictions and Underwritten Offerings.

3.1.1    The Company and ORIX acknowledge and agree that:

(a)        To the fullest extent permitted by law, ORIX  shall not (1) Transfer or Encumber any Existing Shares prior to the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in the IPO1, or (2) purchase or acquire any Shares from any HL Management Stockholder without the prior approval of the Board of Directors; provided that, for the avoidance of doubt, following the termination or waiver of any lock-up agreement described in (1) above, ORIX shall be permitted to Transfer and Encumber any Shares (including Existing Shares) and purchase or acquire Shares from any sources other than HL Management Stockholders.

(b)        The Company shall not permit HL Management Stockholders to sell any Shares in an Underwritten Offering pursuant to the HL Management Registration Rights Agreement (or pursuant to any other registration rights or similar agreement) until after the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in connection with the IPO and then only in accordance with the provisions of (and only if they are parties to) the HL Managements Registration Rights Agreement, subject to the satisfaction of the following conditions and limitations:

(1)        the price, size, timing and other terms and conditions of any such Underwritten Offering must be approved by the Board of Directors based on consultation with and advice from a managing underwriter or underwriters for the

1           Note:  Lock-up agreement will not exceed 180 days.

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offering selected by the Board of Directors in accordance with Section 2.03 of the ORIX Registration Rights Agreement; without limiting the generality of the foregoing, ORIX may delay any such Underwritten Offering by up to 120 days in its sole discretion; provided, however, that ORIX’s right to delay any such Underwritten Offering pursuant to this Section 3.1.1(b)(1) shall terminate on the date that is 12 months following the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in the IPO;

(2)        the number of Shares held by employees of the Company following such offering must represent: (i) at least 42% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated prior to the first anniversary of the Effective Date; (ii) at least 37% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated on or after the first anniversary but prior to the second anniversary of the Effective Date; and (iii) at least 32% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated on or after the second anniversary but prior to the third anniversary of the Effective Date; provided, that, the conditions set forth in this Section 3.1.1(b)(2) shall not apply in the event that ORIX’s Percentage Ownership falls below 10%;

(3)        all HL Management Stockholders party to the HL Management Registration Rights Agreement must be offered the opportunity to participate in any such Underwritten Offering on a pro rata basis, calculated by dividing the number of Shares beneficially owned by each HL Management Stockholder by the number of Shares held by all HL Management Stockholders party to the HL Management Registration Rights Agreement (provided that if any HL Management Stockholder party to the HL Management Registration Rights Agreement does not participate up to such holder’s pro rata share, then the amount of such holder’s unused capacity shall be allocated among the participating HL Management Stockholders as determined by the HL Management Stockholder Representative (as defined in the HL Management Registration Rights Agreement)); provided further, that no HL Management Stockholder who is a member of the Board of Directors may participate in any offering in an amount that exceeds such individual’s pro rata share (calculated by dividing the number of Shares beneficially owned by such individual by the number of Shares held by HL Management Stockholders party to the HL Management Registration Rights Agreement) without the express approval of the Board of Directors (including with the approval of at least one ORIX-designated director); provided that such approval right of at least one-ORIX designated director shall expire on the date that is 12 months following the termination of any lock-up agreement imposed on ORIX by the underwriters in the IPO; and

(4)        for the avoidance of doubt, if ORIX participates in such Underwritten Offering, then the relative participation of ORIX and the HL Management Stockholders party to HL Management Registration Rights Agreement in the offering shall be determined consistent with Sections 2.01(e)

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and 2.02(c) of the ORIX Registration Rights Agreement, pursuant to which, in the event of any necessary reduction in the size of the offering, such reduction shall be applied so that 75% of Shares in the Underwritten Offering shall be sold by ORIX and 25% of Shares in the Underwritten Offering shall be sold by the HL Management Stockholders party to HL Management Registration Rights Agreement (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction).

3.1.2    The transfer restrictions set forth in this Article 3 are in addition to any restrictions that may apply to ORIX under applicable law or regulation.

3.1.3    The rights of ORIX hereunder are personal to ORIX, and shall not be transferred or otherwise assigned to any other Person (except as contemplated by Section 6.9).  No Person to which ORIX Transfers any Shares shall be entitled to the rights under this Agreement nor be subject to the obligations hereunder.  To the fullest extent permitted by law, any purported Transfer or Encumbrance which is not in accordance with, or subsequently violates, this Agreement shall be null and void.

3.1.4    Notwithstanding anything to the contrary in this Agreement, as a condition precedent to making of any Transfer of any Shares, the Company may require the payment of a sum sufficient to cover the amount of any taxes or other governmental charges incident thereto.

3.1.5    The Company shall take all necessary or desirable actions within its control, including in each case ensuring that the Organizational Documents do not conflict with this Agreement, to enforce and give effect to the provisions of this Article 3.

3.2       Further Restrictions.  Notwithstanding any contrary provision in this Agreement and to the fullest extent permitted by law, any otherwise permitted Transfer or Encumbrance shall be null and void (unless this provision is waived in writing by the Board of Directors) if:

3.2.1    such Transfer or Encumbrance may subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

3.2.2    such Transfer or Encumbrance may result in a violation of applicable laws; or

3.2.3    the Company does not receive written instruments (including copies of any instruments of Transfer or Encumbrance) that are in a form reasonably satisfactory to the Company.

3.3       Legend.  Any certificate representing Shares issued to a Holder shall be stamped or otherwise imprinted with a legend in substantially the following form:  “The shares represented by this certificate are subject to the provisions contained in the Stockholders’ Agreement, dated as of [          ], 2015, by and between Houlihan Lokey, Inc. and the Holders identified therein.”  The Company shall make customary arrangements to cause any Shares issued in uncertificated form to be identified on the books of the Company in a substantially

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similar manner, and shall take appropriate steps to ensure that the transfer agent and registrar for the Shares does not allow or give effect to transfers in violation of this Agreement.

3.4       HL Management Agreements.

3.4.1    With respect to the HL Lock-Up Agreements:

(a)        during the Supermajority Period, the Company shall not modify, amend or waive any provision of any HL Lock-Up Agreement except with the requisite approval of the Board of Directors in accordance with Exhibit A; and

(b)        during the period for which ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10% but less than 20%, the Company shall not modify, amend, waive any provision of, or terminate, any HL Lock-Up Agreement to the extent such modification, amendment, waiver or termination (1) is applicable to any HL Management Stockholder who is also a member of the Board of Directors or a “named executive officer” referenced in the Company’s public filings, or (2) is not a case-by-case individual-specific decision of the Board of Directors, made based on particular circumstances of the affected HL Management Stockholder, in each case without the approval of the Board of Directors (including with the approval of at least one ORIX-designated director); provided that such approval right of at least one-ORIX-designated director shall expire on the date ORIX’s Post-IPO Percentage Ownership falls below 10%.

3.4.2    With respect to the HL Voting Trust Agreement:

(a)        so long as ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10%, then the Company shall not modify, amend or waive any provision of the HL Voting Trust Agreement to release Shares therefrom or otherwise materially modify, amend, waive any provision of, or terminate the HL Voting Trust Agreement, in each case, without the approval of the Board of Directors (including with the approval of at least one ORIX-designated director); and

(b)        so long as ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10%, then the Company shall use its reasonable best efforts to, subject to the applicable law, cause any Shares issued to employees of the Company (including to new employees in connection with acquisitions by the Company) after the IPO Date that do not become subject to the HL Voting Trust Agreement to be subject to a voting proxy requiring the proxy holder to vote in accordance with this Agreement.

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES

4.1       Representations and Warranties.  Each party hereto hereby represents and warrants individually and not jointly and severally to the other parties as follows:

4.1.1    Authorization, etc.  It is duly formed and validly existing in good standing under the laws of the jurisdiction in which it is organized, with the full power and

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authority to carry on its business and to execute and deliver this Agreement; and its execution and delivery of this Agreement have been authorized by all necessary corporate or other action on its behalf, and this Agreement is its legally valid and binding obligation, enforceable against it in accordance with its terms.

4.1.2    Compliance with Laws and Other Instruments.  The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the party’s obligations hereunder shall not conflict with, or result in any violation of or default under, any provision of any charter, bylaws, trust agreement, partnership agreement, limited liability company agreement or other governing instrument applicable to the party, or, to the best of the party’s knowledge, any material agreement or other instrument to which it is a party or by which it is bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to such party.

4.2       HL Voting Trust Agreement.  The Company represents and warrants to ORIX that as of the Effective Date, HL Management Stockholders owning not less than [95%] of the aggregate Shares owned by all HL Management Stockholders as of the Effective Date are parties to the HL Voting Trust Agreement in substantially the form attached hereto as Exhibit D.

ARTICLE 5.
TERMINATION

5.1       Termination of Agreement.  Except as otherwise provided herein, the provisions of this Agreement shall terminate and be of no further force and effect upon the earliest to occur of (a) the date ORIX no longer owns any Shares, (b) the date the HL Voting Trust no longer holds any Shares, or (c) the date as of which ORIX and the HL Voting Trust agree in writing to terminate this Agreement.

ARTICLE 6.
MISCELLANEOUS

6.1       Amendments and Waivers.

(a)        No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)        No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

6.2       Entire Agreement.  This Agreement, including the Exhibits hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the

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parties hereto pertaining to the subject matter hereof.  This Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

6.3       Further Assurances.  Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.

6.4       Notices.  Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) sent by facsimile or other electronic or digital transmission method (including e-mail), or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to ORIX, to:

ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel
Email:

If to the Company:

Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Attention:J. Lindsey Alley, Chief Financial Officer
Christopher Crain, General Counsel

Email:

If to the HL Voting Trust or the Trustees:

Scott Beiser, Irwin Gold and Robert Hotz, Trustees

c/o Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Email:

or to such other address as such Person may from time to time specify by notice to the Company.  Any such notice shall be deemed to be delivered, given and received for all purposes as of:  (i) the date so delivered, if delivered personally, (ii) upon receipt, if sent by facsimile or other electronic or digital transmission method (including e-mail), or (iii) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed.

6.5       Governing Law; Arbitration.

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6.5.1    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).

6.5.2    It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (including but not limited to tort and contract claims, and claims upon any law, statute, order, or regulation) (collectively, “Claims”), arising out of, in connection with, or in relation to (a) the interpretation, performance or breach of this Agreement or (b) the arbitrability of any Claims under this Agreement, shall be resolved in accordance with a two-step dispute resolution process involving, first, negotiations between the ORIX Senior Executives and the Trustees referenced in Section 6.5.3, followed, if necessary, by final and binding arbitration before a retired judge from the JAMS/Endispute panel.  Such dispute resolution process shall be confidential.

6.5.3    The parties agree that any Claim solely for monetary damages should initially be regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to arbitration pursuant to this Section 6.5.3.  Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) from the Trustees to the ORIX Senior Executive, or from the ORIX Senior Executive to the Trustees.  Each ORIX Senior Executive and each Trustee shall have authority to settle the Claim.  If the Claim has not been resolved by the ORIX Senior Executives and the Trustees within 20 calendar days of the date of the Dispute Notice, unless the parties agree in writing to a longer period, the Claim shall be settled pursuant to binding arbitration pursuant to Section 6.5.4.  All negotiations pursuant to this Section 6.5.3 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement.

6.5.4    Should any Claims remain after the completion of the 20-day negotiation process described in Section 6.5.3, the parties agree to submit all remaining Claims to final and binding arbitration administered by the New York, New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules, except to the extent such rules conflict with the procedures set forth in this Section 6.5.4, in which case these procedures shall govern.  ORIX Senior Executives, on one hand, and the Trustees, on the other hand, shall select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS/Endispute’s offices, but in the event ORIX Senior Executives, on one hand, and the Trustees, on the other hand, cannot agree with each other on an arbitrator acceptable to both, the Administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”).  Neither a party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as required by applicable law.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all Claims pursuant to this Section 6.5.4.  The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 6.5.4 and may not limit, expand or otherwise modify its terms.  The Arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of Delaware, or federal law, or both, as applicable, without reference to its conflicts of laws

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provisions.  The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work-product doctrine applies.  The Arbitrator shall render an award and a written, reasoned opinion in support thereof.  The Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in Delaware, which may include reasonable attorneys’ fees to the prevailing party, and, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery.  The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

6.5.5    Adherence to this dispute resolution process shall not limit the parties’ right to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.  Notwithstanding the foregoing, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or relating to this Agreement.

6.5.6    Subject to the Arbitrator’s award, each party shall bear its own fees and expenses with respect to this dispute resolution process and any Claim related thereto and the parties shall share equally the fees and expenses of the mediator, JAMS/Endispute and the Arbitrator.

6.6       Certain Rules of Construction.  To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement.  All Article or Section titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.  Unless the context otherwise requires:  (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof’ and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (f) “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (g) all references to “clauses,” “Sections” or “Articles” refer to clauses, Sections or Articles of this Agreement; and (h) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms.

6.7       Binding Effect.  Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter that become a party hereto.

6.8       Severability.  In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this

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Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole.

6.9       Successors and Assigns.  Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto.  ORIX may not directly or indirectly transfer or assign this Agreement or any of its rights hereunder (including by way of a change of control of ORIX by merger, by operation of law or otherwise), without the express prior written consent of the Trustees; provided, however, that (a) ORIX may transfer its rights and obligations hereunder to ORIX USA Corporation or any wholly owned Subsidiary thereof at the time to whom ORIX transfers all of its Shares and (b) in no event shall a change of control of ORIX be deemed to occur for purposes of this Section 6.9 due to a change in ownership of any parent company of ORIX so long as ORIX USA Corporation continues to hold, directly or indirectly, a majority interest in ORIX.  Any other attempted transfer or assignment by ORIX of its rights and obligations under this Agreement, without the consent of the Trustees, shall be null and void.

6.10     Counterparts.  This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto.

6.11     Survival.  The provisions of this Article 6 (and any other provisions herein necessary for the effectiveness of the foregoing Article) shall survive the termination of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written

Houlihan Lokey, Inc.
By:
	Name: Title:
[ORIX HLHZ Holding, LLC]
By:
	Name: Title:
The Trust Established Under the Voting Trust Agreement Dated as of ________ ___, 2015
By:
	Name: Scott Beiser Title: Trustee
By:
	Name: Irwin Gold Title: Trustee
By:
	Name: Robert Hotz Title: Trustee

S-1

EXHIBIT A

Schedule of Reserved Matters Requiring Two-Thirds Vote of the Board of Directors

1)Material changes to the scope or nature of the Company’s business of providing financial services for a fee, including launching, terminating, or modifying the Company’s principal lines of business, provided, however, that:

a.A two-thirds vote of the Board of Directors will not be required if the Company (or any Subsidiary of the Company) desires to modify a principal line of business it engages in as of the Effective Date (provided that the termination of any such principal line of business will require a two-thirds vote of the Board of Directors);

b.A two-thirds vote of the Board of Directors will be required if the Company (or any Subsidiary of the Company) desires to launch any business line that is outside the scope of providing financial services for a fee; and

c.A two-thirds vote of the Board of Directors will be required if the Company (or any Subsidiary of the Company) desires to engage in activities that involve providing financial services for a fee that the Company (or any Subsidiary of the Company) did not engage in as of the Effective Date, unless such activities (whether individually or in the aggregate), are estimated (by management of the Company in good faith) to comprise, on a pro forma basis, less than 5% of the total consolidated revenues (as determined in accordance with GAAP consistently applied) of the Company and its Subsidiaries for the trailing 12-month period.

2)Any sale of the Company or any Material Subsidiary (by way of merger, consolidation, business combination or sale of all or substantially all of the assets of the Company or such Material Subsidiary) to any entity other than the Company or a Subsidiary of the Company.

3)Cumulative acquisitions by the Company (or any Subsidiary of the Company) (whether effected by merger, consolidation, asset purchase, purchase of securities, exchange offer or otherwise) with an aggregate purchase price in excess of $225 million during any rolling three-year period after the Effective Date.  For purposes of calculating such aggregate purchase price, the value of any contingent consideration or any portion of such purchase price that is not cash consideration shall be equal to the amount recognized as the purchase price for GAAP purposes.

4)Hiring, terminating, promoting or demoting the chairman, chief executive officer, or president of the Company, or persons serving in equivalent positions.

5)Authorizing, creating (by way of reclassification, merger, consolidation or otherwise), subdividing, assuming, substituting, granting or issuing any restricted stock units or equity securities (or securities or rights convertible or exchangeable or exercisable for, or otherwise representing interests in, equity securities), excluding (a) in any fiscal year of the Company, equity compensatory awards for employee compensation that represent, in the aggregate for such fiscal year, less than 4.5% of the Shares outstanding as of the first day of such fiscal

year (calculated on a Fully Diluted Basis); provided that the compensation expense attributable to any such equity issuances will be included in the calculation contemplated under paragraph 8 below; (b) issuances of securities upon the conversion of convertible securities that are outstanding on the date of this Agreement or compensation awards that are issued in compliance with this Agreement; and (c) equity issuances representing consideration in connection with permitted acquisitions by the Company, so long as the aggregate amount of such equity issuance represents less than 50.1% of aggregate acquisition purchase price (as determined in accordance with, and subject to the overall approval right for, cumulative acquisitions referenced under paragraph 3 above).  Without limiting the foregoing, no equity securities (or rights or units relating thereto) other than the Shares (or rights or units related thereto) may be issued or granted in any event.

6)Redemption or repurchase of any equity security, other than (i) redemptions or repurchases of equity securities in connection with the termination of employment of any employee to the extent such securities do not have market liquidity; and (ii) repurchases in the public market of a number of equity securities in any fiscal year that is no greater than the aggregate number of shares underlying annual employee stock compensation grants made during such fiscal year.

7)Liquidation, dissolution, or voluntary bankruptcy of the Company or any of its Material Subsidiaries, or any other similar extraordinary transactions.

8)(a) For the period beginning on the Effective Date and ending on the last day of the Company’s fiscal quarter that includes the Effective Date, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that is materially inconsistent with the compensation policies and practices of the Company immediately prior to the Effective Date, (b) for the period beginning on the first day of the Company’s first full fiscal quarter following the Effective Date and ending March 31, 2016, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that causes the consolidated compensation expense of the Company (as determined in accordance with GAAP consistently applied) for such period to be in excess of the Compensation Amount for such period; and (c) for each fiscal year of the Company beginning after March 31, 2016, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that causes the consolidated compensation expense of the Company (as determined in accordance with GAAP consistently applied) in such fiscal year to be in excess of the Compensation Amount for such fiscal year.

9)Any approval of sales required by the last clause of Section 3.1.1(b)(3) of the Agreement and any waiver of transfer restrictions contained in the HL Lock-Up Agreements.

10)Any amendments, waivers or terminations of any of the Organizational Documents or the HL Lock-Up Agreements.

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EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2015 (this “Agreement”), is by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and [ORIX HLHZ Holding, LLC, a Delaware limited liability company] (“ORIX”).

W I T N E S S E T H:

WHEREAS, in connection with the IPO (as defined below), the Company desires to grant registration rights to ORIX on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

Article 1DEFINITIONS

Section 1.01    Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that, for purposes of this Agreement, the Company and its subsidiaries shall not be considered to be “Affiliates” of ORIX or its subsidiaries, and ORIX and its subsidiaries shall not be considered to be “Affiliates” of the Company or its subsidiaries.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in New York, New York.

“Common Stock” means shares of Class A common stock of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Notice” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“HL Management Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of ___, 2015, between the Company and the HL Management Stockholders.

“HL Management Stockholders” means the holders of Registrable Securities as of the date hereof (other than ORIX) that execute the HL Management Registration Rights Agreement as of the date hereof and holders of Registrable Securities that become party to the HL Management Registration Rights Agreement in the future.

“HL Management Stockholder Representative” means, initially, any of [               ], acting individually or collectively, as well as any Persons designated in the future as the “HL Management Stockholder Representative” pursuant to the HL Management Registration Rights Agreement.

“IPO” means the initial public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.

“Loss” or “Losses” has the meaning set forth in Section 2.08(a).

“ORIX” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Piggyback Registration” has the meaning set forth in Section 2.02(a).

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall cease to be Registrable Securities if (i) they have been Registered and sold pursuant to an effective Registration Statement or sold pursuant to Rule 144 under the Securities Act, (ii) they have been transferred by ORIX in a transaction in which

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ORIX’s rights under this Agreement are not, or cannot be, assigned, or (iii) they have ceased to be outstanding.

“Registration” means a registration with the SEC of the offer and sale to the public of Common Stock under a Registration Statement.  The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” means all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a World Sky Memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); (x) reasonable fees and expenses of outside counsel for ORIX; (xi) and fees and expenses of listing any Registrable Securities on any securities exchange on which shares of Common Stock are then listed; but excluding any Selling Expenses.

“Registration Period” has the meaning set forth in Section 2.01(c).

“Registration Rights” means the rights of ORIX to cause the Company to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“SEC” has the meaning set forth in the recitals to this Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selected Courts” has the meaning set forth in Section 3.05.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shares” means all shares of Common Stock.

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“Share Restrictions” means the restrictions on the sale of shares set forth in Section 3.1.1(a) of the Stockholders’ Agreement (which shall continue to apply as provided therein, and which, for the avoidance of doubt, nothing in this Agreement or the HL Management Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede).

“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of the date hereof, among the Company and the Holders identified therein.

“Takedown Notice” has the meaning set forth in Section 2.01(f).

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

Section 1.02    General Interpretive Principles.  Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day.  References to a Person are also to its permitted successors and assigns.  The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Article 2
REGISTRATION RIGHTS

Section 2.01    Registration.

(a)        Request.  Subject to the Share Restrictions, ORIX shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by ORIX by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities ORIX wishes to Register and the intended method of distribution thereof (a “Demand Registration”).  The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration to the HL Management Stockholder Representative (the “Company Notice”) but only if the HL Management Stockholders then own Registrable Securities, (ii) use

4

its reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 days of the receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter.  Subject to Section 2.01(e) below, the Company shall include in such Registration all Registrable Securities that the HL Management Stockholder Representative requests to be included within the 10 Business Days following their receipt of the Company Notice, as applicable.  Notwithstanding the foregoing, ORIX shall not, nor shall the Company be required to, take any action that would otherwise be permitted or required under this Section 2.01 if such action would violate Section 2.05 hereof or any similar provision contained in the underwriting agreement or any lock-up agreement entered into in connection with the IPO or any Underwritten Offering.

(b)        Limitations of Demand Registrations.  ORIX shall have the right to require the Company to make up to two Demand Registrations pursuant to Section 2.01(a) during the first 12 months after the effective date of the registration statement related to the IPO, and up to three Demand Registrations per year thereafter; provided, however, that ORIX may not require the Company to effect a Demand Registration within 90 days of the date a previous Demand Registration was requested by ORIX.  To the extent ORIX has requested to include Registrable Securities in a Piggyback Registration but no such Registrable Securities were required to be included in such Piggyback Registration pursuant to Section 2.02(c), the Company shall not be required to effect a Demand Registration on behalf of ORIX prior to the consummation of such Piggyback Registration (and the conclusion of any related holdback periods pursuant to Section 2.05).

(c)        Effective Registration.  The Company shall be deemed to have effected a Registration for purposes of Section 2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 40 days from the effective date of the Registration Statement (the “Registration Period”).  No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company and by no act or omission of ORIX.  If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period ORIX is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.

(d)       Underwritten Offering.  If ORIX so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice, as applicable.  In the event that ORIX intends to distribute the Registrable Securities by means of an Underwritten Offering, ORIX may not include Registrable Securities in such Registration unless ORIX, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with

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the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by ORIX’s failure to cooperate, will not constitute a breach by the Company of this Agreement).  The selection of underwriters will be in accordance with Section 2.03 and ORIX shall have the right to cause the Company and its employees to participate in all reasonable marketing efforts that the underwriters deem appropriate.

(e)        Priority of Securities in an Offering pursuant to a Demand Registration.  If the managing underwriter or underwriters of a proposed Underwritten Offering pursuant to a Demand Registration by ORIX under Section 2.01 determines that, in their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the managing underwriter or underwriters shall inform ORIX in writing of such determination, and the shares included in such Underwriten Offering shall be included in the following order of priority: (a) if the HL Management Stockholders participate in the Underwritten Offering, first, any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction); second, any securities to be sold for the account of the Company; and lastly, any other securities or (b) if the HL Management Stockholders do not participate in the Underwritten Offering, first, any securities to be sold for the account of ORIX; second, any securities to be sold for the account of the Company; and lastly, any other securities.

(f)        Shelf Registration.  At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form), ORIX may request the Company to Register some or all of ORIX’s Registrable Securities on a Shelf Registration.  If ORIX is a holder of Registrable Securities included on a Shelf Registration, ORIX shall have the right to request that the Company cooperate in a shelf takedown at any time, subject to the limitations set forth in Sections 2.01(b) and (h), by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities ORIX wishes to include in the shelf takedown (“Takedown Notice”).  The Company shall as soon as reasonably practicable and in any event within five Business Days of the receipt of a Takedown Notice take all actions reasonably requested by ORIX, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable.  Any request by ORIX to effect an Underwritten Offering as a shelf takedown shall be subject to the requirements, limitations and provisions relating to Demand Registrations and Underwritten Offerings in this Section 2.01.

(g)        SEC Form.  Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form).  The Company shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible.  All Demand Registrations shall comply with applicable requirements of the Securities Act and,

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together with each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(h)        Suspension Periods.  Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to ORIX and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or effectiveness of a Registration, or, to the extent a Registration is effective, to require such holders of Common Stock to suspend the use of the Prospectus for sales of Registrable Securities under the Registration, in each case for a reasonable period of time not to exceed 90 days in succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall as soon as reasonably practicable file and seek the effectiveness of the Registration, or prepare a post-effective amendment or supplement to the Registration or the Prospectus, or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 2.02    Piggyback Registrations.

(a)        Participation.

(i)         If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Common Stock for its own account and/or for the account of another stockholder (other than a Registration (i) pursuant to a Registration Statement on Form S-8, or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to ORIX, and such notice shall offer ORIX the opportunity to Register under such Registration Statement such number of Registrable Securities as ORIX may request in writing (a “Piggyback Registration”).

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(ii)        Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice of such determination to ORIX and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to ORIX in connection with such termination, without prejudice, however, to the rights of ORIX to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock.  Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01.

(iii)       If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering and ORIX makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and ORIX shall each use their reasonable best efforts to coordinate arrangements with the underwriters so that ORIX may participate in such Underwritten Offering.  If the offering pursuant to such Registration Statement is to be on any other basis and ORIX makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and ORIX shall each use their reasonable best efforts to coordinate arrangements so that ORIX may participate in such offering on such basis.  If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that ORIX may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

(b)        Right to Withdraw.  ORIX shall have the right to withdraw its request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw and, subject to the preceding clause, ORIX shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c)        Priority of Piggyback Registration.  If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and ORIX in writing that, in its or their opinion, the number of securities of such class which ORIX and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be included in the following order of priority:

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(i)         if the Piggyback Registration relates to an offering for the Company’s own account, then first, there shall be included in the Underwritten Offering any securities to be sold for the account of the Company; second, (A) if the HL Management Stockholders and ORIX both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if the HL Management Stockholders do not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX; and lastly, there shall be included in the Underwritten Offering any other securities; or

(ii)        if the Piggyback Registration relates to an offering other than for the Company’s own account, then first, any securities that were originally proposed to be sold (other than any securities to be sold for the account of the HL Management Stockholders ), prior to the initiation of the Piggyback Registration, second, (A) if the HL Management Stockholders and ORIX both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if the HL Management Stockholders do not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX; and lastly, there shall be included in the Underwritten Offering any other securities.

Section 2.03    Selection of Underwriter(s).  In any Underwritten Offering pursuant to Section 2.01, ORIX shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In an Underwritten Offering pursuant to Section 2.02 where the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of securities for its own account and/or for the account of the HL Management Stockholders, or any stockholder other than ORIX, the Company or such stockholder shall select the underwriter; provided that prior to the 18-month anniversary of the IPO, upon the request of ORIX, ORIX may select an underwriter (which shall be a nationally-recognized financial institution, but need not be the lead managing underwriter for such offering) to advise the board of directors of the Company regarding the advisability of such an offering.

Section 2.04    Registration Procedures.

(a)        In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:

(i)         prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and

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before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to ORIX, if ORIX is participating in such Registration, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and ORIX, if ORIX is participating, and their respective counsel, and (B) consider in good faith any comments of the underwriters and ORIX, if ORIX is participating, and their respective counsel on such documents;

(ii)        prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;

(iii)       in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3rd anniversary after the effective date of such Registration Statement;

(iv)       notify ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v)        as soon as reasonably practicable notify ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, when the Company becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such

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Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as soon as reasonably practicable thereafter, at the Company’s option, suspend the use of such Registration Statement or Prospectus pursuant to Section 2.01(h), or prepare and file with the SEC, and furnish without charge to ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(vi)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii)as soon as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and ORIX, if ORIX is participating, may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)furnish to ORIX, if ORIX is participating, and each underwriter, if any, without charge, as many conformed copies as ORIX, if ORIX is participating, or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix)deliver to ORIX, if ORIX is participating, and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as ORIX, if ORIX is participating, or such underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by ORIX, if ORIX is participating, and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as ORIX, if ORIX is participating, or such underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by ORIX, if ORIX is participating, or such underwriter;

(x)on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with ORIX, if ORIX is participating, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as ORIX, if ORIX is participating, or such managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for

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so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as ORIX, if ORIX is participating, or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xii)cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii)not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xiv)in the case of an Underwritten Offering, obtain for delivery to and addressed to ORIX, if ORIX is participating, and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;

(xv)in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, ORIX, if ORIX is participating, a comfort letter from the Company’s independent certified public accountants in customary form and

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content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xvi)use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)provide and use its reasonable best efforts to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii)use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted;

(xix)provide (A) ORIX, if ORIX is participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by ORIX, if ORIX is participating, or any such underwriter, as selected by ORIX, if ORIX is participating, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing with respect to ORIX, which in the reasonable judgment of ORIX, if ORIX is participating, and its counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above (which activities shall, to the extent possible, be coordinated among all participants in the Registration to minimize the demands on the Company), all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due

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diligence responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xix) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) such information is or becomes publicly known without a breach of this Agreement, (C) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (D) such information is independently developed by such Person;

(xx)to use its reasonable best efforts to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

(xxi)take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.

(b)As a condition precedent to any Registration hereunder, the Company may require ORIX, if ORIX is participating, to furnish to the Company such information regarding the distribution of Registrable Securities being offered in connection with the Registration and such other necessary information relating to ORIX and its ownership of Registrable Securities as the Company may from time to time reasonably request from ORIX as far in advance as practicable before the expected filing date of each Registration Statement pursuant to this agreement.  ORIX, if ORIX is participating, agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c)ORIX, if ORIX is participating, agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), it will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by the Company, it will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.

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Section 2.05Holdback Agreements.  Each of the Company and ORIX agrees, upon notice from the managing underwriter or underwriters in connection with any Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, such restrictions shall be subject to exceptions no less favorable than those contained in any underwriting agreement entered into in connection with the IPO and (b) such restrictions shall not apply in any circumstance to (i) Registrable Securities acquired by ORIX in the public market subsequent to the IPO, (ii) distributions-in-kind to ORIX’s shareholders or other equity holders, (iii) Registrable Securities with regard to which ORIX has beneficial ownership pursuant to an investment advisory arrangement under which ORIX provides investment advisory services to a non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees.  Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of ORIX unless each of the Company’s directors and executive officers, and the HL Management Stockholders that have elected to participate in such Underwritten Offering (prior to the third anniversary of the IPO only), agree to be bound by a substantially identical holdback agreement for at least the same period of time.

Section 2.06Underwriting Agreement in Underwritten Offerings.  If requested by the managing underwriters for any Underwritten Offering, the Company and ORIX shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that ORIX shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) ORIX’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by ORIX, (ii) ORIX’s power and authority to effect such transfer, (iii) such matters pertaining to ORIX’s compliance with securities laws as reasonably may be requested and (iv) ORIX’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.

Section 2.07Registration Expenses Paid By Company.  In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement

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becomes effective or the Underwritten Offering is completed.  The Company shall have no obligation to pay any Selling Expenses.

Section 2.08Indemnification.

(a)Indemnification by the Company.  The Company agrees to indemnify and hold harmless, to the full extent permitted by law, ORIX and ORIX’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) ORIX from and against any and all losses, claims, damages, liabilities (or Actions in respect thereof, whether or not such indemnified party is named or a party thereto) and expenses (including reasonable costs of investigation and legal expenses), whether joint or several, (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by ORIX expressly for use in the preparation thereof.  This indemnity shall be in addition to any liability the Company may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of ORIX or any indemnified party and shall survive the transfer of such applicable securities by ORIX.

(b)Indemnification by ORIX.  ORIX, if ORIX is participating in a Registration, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but in each case of (i) or (ii), only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by ORIX, if ORIX is participating, to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus.  In no event shall the

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liability of ORIX, if ORIX is participating, hereunder be greater in amount than the dollar amount of the net proceeds received by ORIX under the sale of the Registrable Securities giving rise to such indemnification obligation.  This indemnity shall be in addition to any liability ORIX may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

(c)Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) as soon as reasonably practicable give written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person (other than reasonable costs of investigation, supervision and monitoring) unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder or fails to employ counsel reasonably satisfactory to such Person or to pursue the defense of such claim, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed.  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation.  It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such Person may exist (based on advice of counsel to an indemnified party) between such indemnified party

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or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

(d)Contribution.  If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d).  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding.  If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

Section 2.09Reporting Requirements; Rule 144.  The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act.  If the Company is not required to file such reports during such period, it will, upon the request of ORIX, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as ORIX may reasonably request, all to the extent required from time to time to enable ORIX to sell Registrable Securities without Registration under the Securities Act within the limitation of the

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exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC.  From and after the date hereof through the date upon which ORIX no longer owns any Registrable Securities, the Company shall forthwith upon request furnish ORIX (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as ORIX may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Article 3
MISCELLANEOUS

Section 3.01Term.  This Agreement shall terminate upon the earlier of (i) such time as there are no Registrable Securities and (ii) such time when the parties shall unanimously agree, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.

Section 3.02Notices.  All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to ORIX, to:

ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

If to the Company to:

Houlihan Lokey, Inc. 10250 Constellation Blvd Los Angeles, CA 90067
Attention:	Lindsey Alley, Chief Financial Officer
	Christopher Crain, General Counsel

Any party may, by notice to the other parties, change the address to which such notices are to be given.

Section 3.03Successors, Assigns and Transferees.  This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of ORIX; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement.  ORIX may assign its rights and

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obligations under this Agreement to any transferee that acquires at least 5% of the outstanding shares of Common Stock (or is a controlled Affiliate of ORIX) and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the Company.  Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Upon any such permitted assignment by ORIX, ORIX shall nevertheless retain its rights and obligations under this Agreement with respect to any Registrable Securities retained by ORIX, with the understanding that ORIX may at its discretion enter into agreements with any permitted assignees to provide for the coordination of registration rights as between such permitted assignees and ORIX.

Section 3.04Governing Law; Equitable Remedies.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any Action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 3.05Consent to Jurisdiction.  With respect to any Action arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Actions other than before one of the Selected Courts; provided, however, that a party may commence any Action in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Action by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company at its address referred to in Section 3.02; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND

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WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 3.06Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Section 3.07Headings.  The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.08Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 3.09Amendment; Waiver; Future Rights.

(a)This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and ORIX.

(b)Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

(c)The Company shall not grant any shelf, demand, piggyback or incidental registration rights that would conflict with the rights granted to ORIX hereunder (or interfere with ORIX’s exercise of such rights) to any other Person without the prior written consent of ORIX; provided that this provision shall not restrict the HL Management Stockholders’ ability to exercise their rights under the HL Management Registration Rights Agreement.  The Company shall not agree to an amendment to the HL Management Registration Rights Agreement that adversely impacts ORIX’s rights hereunder.

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(d)For so long as ORIX’s Percentage Ownership (as defined in the Stockholders’ Agreement) is equal to or greater than 5%, the Company shall not amend, modify or waive any of the provisions of any other registration rights agreement (or similar agreement) in any manner (or enter into any such other agreement) that conflicts with the rights of ORIX hereunder without the prior written consent of ORIX, such consent not to be unreasonably withheld, conditioned or delayed.

Section 3.10Further Assurances.  Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.

Section 3.11Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

[ORIX HLHZ HOLDING, LLC]

By:

HOULIHAN LOKEY, INC.

By:

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A-1

EX-10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2015 (this “Agreement”), is by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the HL Management Stockholders (as defined below).

W I T N E S S E T H:

WHEREAS, in connection with the IPO (as defined below), the Company desires to grant registration rights to the HL Management Stockholders on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

Article 1DEFINITIONS

Section 1.01Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that, for purposes of this Agreement, the Company and its subsidiaries shall not be considered to be “Affiliates” of any HL Management Stockholder, and no HL Management Stockholder shall not be considered to be an “Affiliate” of the Company or its subsidiaries or any other HL Management Stockholder.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in New York, New York.

“Common Stock” means shares of Class A common stock of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Notice” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“HL Management Stockholder” means a holder of Shares who is (x) party to this Agreement and (y) party to an HL Lock-Up Agreement (as defined in the Stockholders’ Agreement) or subject to similar transfer restrictions under an equity award agreement or other agreement entered into between the Company and such holder of Shares, and shall include his or her successors.

“HL Management Stockholder Representative” has the meaning set forth in Section 3.13.

“IPO” means the initial public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.

“Loss” or “Losses” has the meaning set forth in Section 2.08(a).

“ORIX” means ORIX HLHZ Holding, LLC, a Delaware limited liability company, and shall include its successors, by merger, acquisition, reorganization or otherwise.

“ORIX Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of       , 2015, between the Company and ORIX.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Piggyback Registration” has the meaning set forth in Section 2.02(a).

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall cease to be Registrable Securities if (i) they have been Registered and sold pursuant to an effective Registration Statement or sold pursuant to Rule 144 under the Securities Act, (ii) they have been transferred by the applicable HL Management Stockholder in a transaction in which such HL Management Stockholder’s rights under this Agreement are not, or cannot be, assigned, or (iii) they have ceased to be outstanding.

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“Registration” means a registration with the SEC of the offer and sale to the public of Common Stock under a Registration Statement.  The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” means all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a World Sky Memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); (x) reasonable fees and expenses of outside counsel for the HL Management Stockholders; and (xi) and fees and expenses of listing any Registrable Securities on any securities exchange on which shares of Common Stock are then listed; but excluding any Selling Expenses.

“Registration Period” has the meaning set forth in Section 2.01(c).

“Registration Rights” means the rights of the HL Management Stockholders to cause the Company to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“SEC” has the meaning set forth in the recitals to this Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selected Courts” has the meaning set forth in Section 3.05.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shares” means all shares of Common Stock.

“Share Restrictions” means the (i) restrictions on the sale of shares (subject to any exceptions thereto) set forth in the individual lock-up agreement entered into by each HL Management Stockholder and the Company (which each HL Management Stockholder

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acknowledges shall continue to apply as provided therein, and which, for the avoidance of doubt, nothing in this Agreement or the ORIX Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede), and (ii) any restrictions, limitations, or conditions on the sale of shares imposed on HL Management Stockholders by the Company, in the sole discretion of the Board of Directors, or as a result of any current or future obligation of the Company.

“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of the date hereof, among the Company and the Holders identified therein.

“Takedown Notice” has the meaning set forth in Section 2.01(f).

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

Section 1.02General Interpretive Principles.  Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day.  References to a Person are also to its permitted successors and assigns.  The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Article 2
REGISTRATION RIGHTS

Section 2.01Registration.

(a)Request.  The HL Management Stockholder Representative, on behalf of the HL Management Stockholders, shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by the HL Management Stockholders by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities the HL Management Stockholders wish to Register and the intended method of distribution thereof (a “Demand Registration”); provided that any sale by an HL Management Stockholder in connection with any Demand Registration must comply with the applicable Share Restrictions;.

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The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration to ORIX (the “Company Notice”) but only if ORIX then owns Registrable Securities, (ii) use its reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 days of the receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter.  Subject to Section 2.01(e) below, the Company shall include in such Registration all Registrable Securities that ORIX requests to be included within the 10 Business Days following its receipt of the Company Notice, as applicable.  Notwithstanding the foregoing, the HL Management Stockholder Representative shall not, nor shall the Company be required to, take any action that would otherwise be permitted or required under this Section 2.01 if such action would violate Section 2.05 hereof or any similar provision contained in the underwriting agreement or any lock-up agreement entered into in connection with the IPO or any Underwritten Offering.

(b)Limitations of Demand Registrations.  The HL Management Stockholder Representative, on behalf of the HL Management Stockholders, shall have the right to require the Company to make up to two Demand Registrations pursuant to Section 2.01(a) during the first 12 months after the effective date of the registration statement related to the IPO, and up to three Demand Registrations per year thereafter; provided, however, that the HL Management Stockholder Representative may not require the Company to effect a Demand Registration within 90 days of the date a previous Demand Registration was requested by the HL Management Stockholder Representative.  To the extent the HL Management Stockholder Representative has requested to include Registrable Securities in a Piggyback Registration but no such Registrable Securities were required to be included in such Piggyback Registration pursuant to Section 2.02(c), the Company shall not be required to effect a Demand Registration on behalf of the HL Management Stockholders prior to the consummation of such Piggyback Registration (and the conclusion of any related holdback periods pursuant to Section 2.05).

(c)Effective Registration.  The Company shall be deemed to have effected a Registration for purposes of Section 2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 40 days from the effective date of the Registration Statement (the “Registration Period”).  No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company and by no act or omission of the HL Management Stockholders.  If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period the HL Management Stockholders are unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.

(d)Underwritten Offering.  If the HL Management Stockholder Representative so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice, as applicable.  In the event that the HL Management

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Stockholders intend to distribute the Registrable Securities by means of an Underwritten Offering, the HL Management Stockholders may not include Registrable Securities in such Registration unless the HL Management Stockholders, subject to the limitations set forth in Section 2.06, (i) agree to sell their Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by the HL Management Stockholders’ failure to cooperate, will not constitute a breach by the Company of this Agreement).  The selection of underwriters will be in accordance with Section 2.03 and the HL Management Stockholder Representative shall have the right to cause the Company and its employees to participate in all reasonable marketing efforts that the underwriters deem appropriate.

(e)Priority of Securities in an Offering pursuant to a Demand Registration.  If the managing underwriter or underwriters of a proposed Underwritten Offering pursuant to a Demand Registration by the HL Management Stockholder Representative under Section 2.01 determines that, in their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the managing underwriter or underwriters shall inform the HL Management Stockholder Representative in writing of such determination, and the shares included in such Underwritten Offering shall be included in the following order of priority: (a) if ORIX participates in the Underwritten Offering, first, any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction); second, any securities to be sold for the account of the Company; and lastly, any other securities or (b) if ORIX does not participate in the Underwritten Offering, first, any securities to be sold for the account of the HL Management Stockholders; second, any securities to be sold for the account of the Company; and lastly, any other securities.

(f)Shelf Registration.  At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form), the HL Management Stockholder Representative may request the Company to Register some or all of the HL Management Stockholders’ Registrable Securities on a Shelf Registration.  If the HL Management Stockholders are holders of Registrable Securities included on a Shelf Registration, the HL Management Stockholder Representative shall have the right to request that the Company cooperate in a shelf takedown at any time, subject to the limitations set forth in Sections 2.01(b) and (h), by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities the HL Management Stockholders wish to include in the shelf takedown (“Takedown Notice”).  The Company shall as soon as reasonably practicable and in any event within five Business Days of the receipt of a Takedown Notice take all actions reasonably requested by the HL Management Stockholder Representative, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable.  Any request by the HL Management Stockholder Representative to effect an Underwritten

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Offering as a shelf takedown shall be subject to the requirements, limitations and provisions relating to Demand Registrations and Underwritten Offerings in this Section 2.01.

(g)SEC Form.  Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form).  The Company shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible.  All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(h)Suspension Periods.  Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the HL Management Stockholder Representative and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or effectiveness of a Registration, or, to the extent a Registration is effective, to require such holders of Common Stock to suspend the use of the Prospectus for sales of Registrable Securities under the Registration, in each case for a reasonable period of time not to exceed 90 days in succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall as soon as reasonably practicable file and seek the effectiveness of the Registration, or prepare a post-effective amendment or supplement to the Registration or the Prospectus, or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 2.02Piggyback Registrations.

(a)Participation.

(i)If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Common Stock for its own account and/or for the account of another stockholder (other than a Registration (i) pursuant to a Registration Statement on Form S-8, or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or

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Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to the HL Management Stockholder Representative, and such notice shall offer the HL Management Stockholders the opportunity to Register under such Registration Statement such number of Registrable Securities as the HL Management Stockholder Representative may request in writing (a “Piggyback Registration”).

(ii)Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice of such determination to the HL Management Stockholder Representative and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to the HL Management Stockholders in connection with such termination, without prejudice, however, to the rights of the HL Management Stockholder Representative to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock.  Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01.

(iii)If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and the HL Management Stockholder Representative shall each use their reasonable best efforts to coordinate arrangements with the underwriters so that the HL Management Stockholders may participate in such Underwritten Offering.  If the offering pursuant to such Registration Statement is to be on any other basis and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and the HL Management Stockholder Representative shall each use their reasonable best efforts to coordinate arrangements so that the HL Management Stockholders may participate in such offering on such basis.  If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the HL Management Stockholders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

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(iv)Notwithstanding the foregoing, any sale by an HL Management Stockholder in connection with any Piggyback Registration must comply with the applicable Share Restrictions.

(b)Right to Withdraw.  The HL Management Stockholder Representative shall have the right to withdraw its request for inclusion of the HL Management Stockholders’ Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw and, subject to the preceding clause, the HL Management Stockholders shall be permitted to withdraw all or part of their Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c)Priority of Piggyback Registration.  If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the HL Management Stockholder Representative in writing that, in its or their opinion, the number of securities of such class which the HL Management Stockholder Representative and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be included in the following order of priority:

(i)if the Piggyback Registration relates to an offering for the Company’s own account, then first, there shall be included in the Underwritten Offering any securities to be sold for the account of the Company; second, (A) if ORIX and the HL Management Stockholders each intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if ORIX does not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders; and lastly, there shall be included in the Underwritten Offering any other securities; or

(ii)if the Piggyback Registration relates to an offering other than for the Company’s own account, then first, any securities that were originally proposed to be sold (other than any securities to be sold for the account of ORIX), prior to the initiation of the Piggyback Registration, second, (A) if ORIX and the HL Management Stockholders both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if ORIX does not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders; and lastly, there shall be included in the Underwritten Offering any other securities.

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Section 2.03Selection of Underwriter(s).  In any Underwritten Offering pursuant to Section 2.01 in which ORIX participates, ORIX shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In any Underwritten Offering pursuant to Section 2.01 in which ORIX does not participate, the HL Management Stockholder Representative shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In an Underwritten Offering pursuant to Section 2.02 where the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of securities for its own account and/or for the account of ORIX, or any stockholder other than the HL Management Stockholders, the Company or such stockholder shall select the underwriter; provided that prior to the 18-month anniversary of the IPO, upon the request of ORIX, ORIX may select an underwriter (which shall be a nationally-recognized financial institution, but need not be the lead managing underwriter for such offering) to advise the board of directors of the Company regarding the advisability of such an offering.

Section 2.04Registration Procedures.

(a)In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:

(i)prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to the HL Management Stockholder Representative, if the HL Management Stockholders are participating in such Registration, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their respective counsel, and (B) consider in good faith any comments of the underwriters and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their respective counsel on such documents;

(ii)prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;

(iii)in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3rd anniversary after the effective date of such Registration Statement;

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(iv)notify the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v)as soon as reasonably practicable notify the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, when the Company becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as soon as reasonably practicable thereafter, at the Company’s option, suspend the use of such Registration Statement or Prospectus pursuant to Section 2.01(h), or prepare and file with the SEC, and furnish without charge to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(vi)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii)as soon as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably

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practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)furnish to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and each underwriter, if any, without charge, as many conformed copies as the HL Management Stockholders Representative, if the HL Management Stockholders are participating, or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix)deliver to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter;

(x)on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the HL Management Stockholder Representative, if the HL Management Stockholders are participating, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

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(xi)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xii)cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii)not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xiv)in the case of an Underwritten Offering, obtain for delivery to and addressed to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;

(xv)in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, the HL Management Stockholder Representative, if the HL Management Stockholders are participating, a comfort letter from the Company’s independent certified public accountants in customary form and content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

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(xvi)use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)provide and use its reasonable best efforts to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii)use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted;

(xix)provide (A) the HL Management Stockholder Representative, if the HL Management Stockholders are participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or any such underwriter, as selected by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing with respect to the HL Management Stockholder Representative, which in the reasonable judgment of the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above (which activities shall, to the extent possible, be coordinated among all participants in the Registration to minimize the demands on the Company), all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence

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responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xix) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) such information is or becomes publicly known without a breach of this Agreement, (C) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (D) such information is independently developed by such Person;

(xx)to use its reasonable best efforts to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

(xxi)take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.

(b)As a condition precedent to any Registration hereunder, the Company may require the HL Management Stockholder Representative, if the HL Management Stockholders are participating, to furnish to the Company such information regarding the distribution of Registrable Securities being offered in connection with the Registration and such other necessary information relating to the HL Management Stockholders and their ownership of Registrable Securities as the Company may from time to time reasonably request from the HL Management Stockholder Representative as far in advance as practicable before the expected filing date of each Registration Statement pursuant to this agreement.  The HL Management Stockholder Representative, if the HL Management Stockholders are participating, agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c)The HL Management Stockholder Representative, if the HL Management Stockholders are participating, agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), it will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by the Company, it will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated

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by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.

Section 2.05Holdback Agreements.  Each of the Company and the HL Management Stockholders that have elected to participate in any Underwritten Offering agree, upon notice from the managing underwriter or underwriters in connection with any Registration for such Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, such restrictions shall be subject to exceptions no less favorable than those contained in any underwriting agreement entered into in connection with the IPO and (b) such restrictions shall not apply in any circumstance to Registrable Securities acquired by the HL Management Stockholders in the public market subsequent to the IPO.  Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of the HL Management Stockholders that have elected to participate in any Underwritten Offering unless each of the Company’s directors and executive officers, and ORIX, agrees to be bound by a substantially identical holdback agreement for at least the same period of time.

Section 2.06Underwriting Agreement in Underwritten Offerings.  If requested by the managing underwriters for any Underwritten Offering, the Company and the HL Management Stockholders shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that the HL Management Stockholders shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) the HL Management Stockholders’ ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by the HL Management Stockholders, (ii) the HL Management Stockholders’ power and authority to effect such transfer, (iii) such matters pertaining to the HL Management Stockholders’ compliance with securities laws as reasonably may be requested and (iv) the HL Management Stockholders’ intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.

Section 2.07Registration Expenses Paid By Company.  In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement

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becomes effective or the Underwritten Offering is completed.  The Company shall have no obligation to pay any Selling Expenses.

Section 2.08Indemnification.

(a)Indemnification by the Company.  The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each HL Management Stockholder and, to the extent applicable, such HL Management Stockholder’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such HL Management Stockholder from and against any and all losses, claims, damages, liabilities (or Actions in respect thereof, whether or not such indemnified party is named or a party thereto) and expenses (including reasonable costs of investigation and legal expenses), whether joint or several, (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by the HL Management Stockholder Representative expressly for use in the preparation thereof.  This indemnity shall be in addition to any liability the Company may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the HL Management Stockholders or any indemnified party and shall survive the transfer of such applicable securities by the HL Management Stockholders.

(b)Indemnification by the HL Management Stockholders.  Each HL Management Stockholder, if such HL Management Stockholder is participating in a Registration, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not

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misleading, but in each case of (i) or (ii), only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such HL Management Stockholder, if such HL Management Stockholder is participating, to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus.  In no event shall the liability of a HL Management Stockholder, if such HL Management Stockholder is participating, hereunder be greater in amount than the dollar amount of the net proceeds received by such HL Management Stockholder under the sale of the Registrable Securities giving rise to such indemnification obligation.  This indemnity shall be in addition to any liability such HL Management Stockholder may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

(c)Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) as soon as reasonably practicable give written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person (other than reasonable costs of investigation, supervision and monitoring) unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder or fails to employ counsel reasonably satisfactory to such Person or to pursue the defense of such claim, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed.  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation.  It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been

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authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such Person may exist (based on advice of counsel to an indemnified party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

(d)Contribution.  If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d).  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding.  If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

Section 2.09Reporting Requirements; Rule 144.  The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act.  If the Company is not required to file such reports during such period, it will, upon the request of the HL Management Stockholder

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Representative, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as the HL Management Stockholder Representative may reasonably request, all to the extent required from time to time to enable the HL Management Stockholders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC.  From and after the date hereof through the date upon which the HL Management Stockholders no longer own any Registrable Securities, the Company shall forthwith upon request furnish the HL Management Stockholder Representative (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as the HL Management Stockholder Representative may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Article 3
MISCELLANEOUS

Section 3.01Term.  This Agreement shall terminate upon the earlier of (i) such time as there are no Registrable Securities and (ii) such time when the parties shall unanimously agree, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.

Section 3.02Notices.  All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to the HL Management Stockholders, to the HL Management Stockholder Representative:

Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Attention: Lindsey Alley, Chief Financial Officer

Christopher Crain, General Counsel

If to the Company to:

Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Attention: Lindsey Alley, Chief Financial Officer

Christopher Crain, General Counsel

Any party may, by notice to the other parties, change the address to which such notices are to be given.

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Section 3.03Successors, Assigns and Transferees.  This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of any HL Management Stockholder; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. Each HL Management Stockholder may assign its rights and obligations under this Agreement to any transferee that acquires Registrable Shares from such HL Management Stockholder in a transaction that does not violate the Share Restrictions; provided that such transferee executes an agreement to be bound hereby in the form attached hereto as Exhibit A (a “Joinder”), an executed counterpart of which shall be furnished to the Company.  Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings.

Section 3.04Governing Law; Equitable Remedies.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any Action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 3.05Consent to Jurisdiction.  With respect to any Action arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Actions other than before one of the Selected Courts; provided, however, that a party may commence any Action in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Action by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company at its address referred to in Section 3.02; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT

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(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 3.06Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Section 3.07Headings.  The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.08Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 3.09Amendment; Waiver; Future Rights.

(a)This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and the HL Management Stockholder Representative.

(b)Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

(c)The Company shall not grant any shelf, demand, piggyback or incidental registration rights that are senior to the rights granted to the HL Management Stockholders

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hereunder to any other Person without the prior written consent of the HL Management Stockholders; provided that this provision shall not restrict ORIX’s ability to exercise its rights under the ORIX Registration Rights Agreement.  The Company shall not agree to an amendment to the ORIX Registration Rights Agreement that adversely impacts the HL Management Stockholders’ rights hereunder.

Section 3.10Additional Parties; Joinder.  The Company may permit any Person who acquires Shares or rights to acquire Shares from the Company after the date hereof to become a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the rights and obligations of an HL Management Stockholder under this Agreement by delivering to the Company a duly executed Joinder.  Upon the execution and delivery of a Joinder by such Additional Investor, the Shares of such Additional Investor (the “Acquired Shares”) shall be Registrable Securities to the extent provided herein, and such Additional Investor shall be an HL Management Stockholder under this Agreement with respect to the Acquired Shares.

Section 3.11Further Assurances.  Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.

Section 3.12Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 3.13HL Management Stockholder Representative.

(a)Each HL Management Stockholder party hereto hereby appoints and authorizes [              ] to act as the initial HL Management Stockholder Representative (the “Initial HL Management Stockholder Representative”), to act on behalf of the HL Management Stockholders party hereto to the extent set forth in Agreement.  Notwithstanding the foregoing, the HL Management Stockholder Representative shall have no obligation to act on behalf of the HL Management Stockholders, except as expressly provided herein.  All decisions, actions, consents, settlements and instructions by the HL Management Stockholder Representative shall be binding upon all of the HL Management Stockholders, and each HL Management Stockholder’s successors, and no HL Management Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same.  The Company shall not have the right to object to, dissent from, protest or otherwise contest the authority of the HL Management Stockholder Representative.  The Company shall be entitled to rely on any decision, action taken or omitted to be taken, consent or instruction of the HL Management Stockholder Representative in accordance with this Agreement as being the decision, action taken or omitted to be taken, consent or instruction of the HL Management Stockholders.

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(b)Any individual comprising the Initial HL Management Stockholder Representative may be removed from office by a majority vote of (i) the other individuals comprising the HL Management Stockholder Representative or (ii) the HL Management Stockholders.  Within three months of removing and/or replacing any HL Management Stockholder Representative, the remaining individual HL Management Stockholder Representative shall send written notice to the Company of the person designated as the successor to such HL Management Stockholder Representative.  Each HL Management Stockholder Representative must be (i) an employee of the Company or a subsidiary of the Company and (ii) a holder of Shares. The HL Management Stockholder Representative may act on behalf of the HL Management Stockholders individually or collectively in its capacity as such. As a condition to becoming an HL Management Stockholder Representative, the successor HL Management Stockholder Representative, to the extent not already a party hereto, must become a party to this Agreement by executing documentation reasonably satisfactory to the Company (each successor HL Management Stockholder Representative appointed pursuant to the terms of this Section 3.12 is referred to as a “Successor HL Management Stockholder Representative,” and, collectively with the Initial HL Management Stockholder Representative, are referred to as the “HL Management Stockholder Representative”).  Each HL Management Stockholder Representative hereby accepts his or her appointment as such pursuant to the terms and conditions of this Agreement, and agrees to act in such capacity in accordance with the terms and conditions of this Agreement, unless and until replaced by a Successor HL Management Stockholder Representative as herein provided.

(c)The HL Management Stockholder Representative shall not be liable for any error of judgment or mistake of fact or law, or for any action or omission under this Agreement, except for the HL Management Stockholder Representative’s fraud, bad faith or willful misconduct.  The HL Management Stockholder Representative shall not be liable for acting on any notice, request or instruction or other document believed to be genuine and to have been executed by or on behalf of the proper party or parties.  The Company shall pay all reasonable expenses of the HL Management Stockholder Representative, including counsel fees, and shall discharge all liabilities incurred by the HL Management Stockholder Representative in connection with the exercise of the HL Management Stockholder Representative’s powers and the performance of the HL Management Stockholder Representative’s duties under this Agreement.  Any action or omission undertaken by the HL Management Stockholder Representative in good faith in accordance with the advice of legal counsel shall be binding and conclusive on the parties to this Agreement.  The Company shall also defend, indemnify and hold the HL Management Stockholder Representative harmless from and against any and all claims and liabilities in connection with or arising out of the exercise of any powers or the performance of any duties by the HL Management Stockholder Representative as herein provided or contemplated, except such as shall arise from the fraud, bad faith or willful misconduct of the HL Management Stockholder Representative.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

[HL MANAGEMENT STOCKHOLDER]

By:

HOULIHAN LOKEY, INC.

By:

[HL MANAGEMENT STOCKHOLDER
REPRESENTATIVE]

By:

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Exhibit A

Joinder Agreement

A-1

EX-10.5

Exhibit 10.5

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

by and between

ORIX USA, LP

a Delaware limited partnership

and

HOULIHAN LOKEY, INC.
a Delaware corporation

Dated as of [ · ], 2015

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ · ], 2015, is entered into by and between ORIX USA, LP, a Delaware limited partnership (“ORIX”), and Houlihan Lokey, Inc., a Delaware corporation (“HL”).  ORIX and HL are referred herein as the “Parties” and, each, a “Party”.

RECITALS

WHEREAS, Houlihan, Lokey, Howard & Zukin, Inc., a California corporation and a predecessor of HL and ORIX previously entered into that certain Support Services Agreement, dated as of January 1, 2006 (as amended from time to time, the “Existing Services Agreement”);

WHEREAS, HL desires to engage ORIX, and ORIX desires to provide to HL, certain services in connection with the operation of HL’s business following the initial public offering (the “IPO”) of the common stock of HL, under the terms and conditions and in exchange for the consideration set forth herein; and

WHEREAS, in connection with the IPO, the Existing Services Agreement will be terminated and will be replaced by this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I.
PROVISION OF SERVICES

1.1Services.  Subject to Article VI hereof, ORIX shall cause to be provided, through itself, its affiliates, Permitted Subcontractors (as defined below), and their respective employees, agents and contractors, to HL and its subsidiaries the services listed and described on Annex A attached hereto (collectively, the “Services”).  ORIX shall not be obligated to provide any services not set forth on Annex A.  ORIX shall use commercially reasonable efforts to perform each of its duties hereunder in a competent and timely fashion.  In the event that ORIX has engaged third parties to perform one or more Services under the supervision of ORIX for HL, ORIX shall use its commercially reasonable efforts to cause such third parties to deliver such Service in a competent and timely fashion.  Any one or more of the Services may be terminated or modified at any time upon mutual agreement of HL and ORIX, in which case the Parties may amend Annex A by mutual agreement as appropriate to reflect the termination or modification of the Services.

1.2Additional Services.  In the event that, during the term of this Agreement, HL requests ORIX to provide any service not contemplated by Section 1.1 hereof, if ORIX agrees to provide such additional service, ORIX shall be entitled to additional compensation for such

services as may be mutually agreed to in writing by ORIX and HL; provided, that, if the Parties fail to reach an agreement on the amount of such additional compensation, the relevant terms of Annex B will apply.  The Parties shall amend Annex A as appropriate to reflect any additional Services.

1.3Permitted Subcontractors.  ORIX reserves the right to subcontract any Services to a third party (a “Permitted Subcontractor”), as follows:

(a)ORIX may subcontract to Sunera LLC (“Sunera”) any Services under the headings “Sarbanes-Oxley Compliance” and “Internal Audit” on Annex A hereto to the extent such Services relate to HL’s information technology without prior approval by, but with prior notice to, HL;

(b)ORIX may subcontract to Sunera any other Services as ORIX deems reasonably necessary to ensure timely completion of such other Services, without prior approval by, but with prior notice to, HL; and

(c)ORIX may subcontract Services to any other Permitted Subcontractor that ORIX reasonably believes is capable of performing the Services in accordance with this Agreement with HL’s prior written consent, which consent shall not be unreasonably withheld.  In the event that ORIX has subcontracted Services to any such Permitted Subcontractor, ORIX shall use commercially reasonable efforts to select such Permitted Subcontractors and cause such Permitted Subcontractor to deliver such Services in a competent and timely fashion.

(d)Notwithstanding anything to the contrary in this Agreement, ORIX shall retain responsibility for the provision to HL of any Services performed by ORIX’s affiliates, Permitted Subcontractors and their respective employees, agents and contractors, and shall remain liable for any acts or omissions of such persons or entities in their performance hereunder.

1.4Access; Cooperation.  HL shall provide and shall cause its affiliates and service providers (as applicable) (the “Providing Parties”) to provide ORIX, any of its affiliates or any Permitted Subcontractor providing Services under this Agreement (the “Accessing Party”) with commercially reasonable and (as necessary) supervised access to information, personnel, equipment, facilities, software, databases, office and storage space and systems of the Providing Parties during their regular business hours and without interrupting the operations of the Providing Parties, solely to the extent (i) reasonably necessary for the performance of the relevant Services or (ii) reasonably necessary to access historical information by virtue of HL’s prior affiliation with ORIX or in connection with services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement.  The Accessing Party shall give a Providing Party reasonable prior notice of the need for such access and shall comply with any written instructions or written policies provided by the Providing Party in connection with the use of or access to any of the Providing Party’s information, personnel, equipment, facilities, software, databases, office and storage space or systems.  Without limiting the foregoing, each Party shall cooperate with the other in all commercially reasonable respects in order to accomplish the objectives of this Agreement. Such access shall include using commercially reasonable efforts to provide ORIX appropriate

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information as reasonably necessary in connection with any audits of ORIX consolidated group returns (which requirement shall extend beyond the termination of this Agreement for relevant statute periods).

1.5Standard of Performance.  The Services to be provided hereunder shall be performed in a competent and timely fashion with the same general degree of care, at the same general level, and at the same general degree of accuracy and responsiveness, as when performed within ORIX’s organization.  It is understood and agreed that ORIX is not a professional provider of the types of services included in the Services and that ORIX personnel performing such Services have other responsibilities, and will not be dedicated full-time to performance of the Services.  In providing, or causing to be provided, the Services, ORIX shall not be obligated to (a) maintain the employment of any specific employee, agent or contractor or hire additional employees, agents or contractors, (b) purchase, lease, or license any additional equipment (including, without limitation, computer equipment, software, furniture, furnishings, fixtures, machinery, vehicles, tools, and other tangible personal property) that it would not acquire in the ordinary course of its business, (c) make modifications to its existing systems, or (d) subject to the provisions of Section 6.3, pay any costs related to the transfer or conversion of data of HL.  It is not the intent of ORIX to render, nor of HL to receive from ORIX, professional advice or opinions, whether with regard to risk management, regulatory compliance, internal audit, legal, finance, information systems, or other business and financial matters, or technical advice, whether with regard to information systems or other matters; HL shall not rely on, or construe, any Service rendered by or on behalf of ORIX as such professional advice or opinions or technical advice; and HL shall seek all third party professional advice and opinions or technical advice as it may desire or need, and in any event HL shall be responsible for and assume all risks associated with the Services (except those arising from a material breach of this Agreement by ORIX).

ARTICLE II.
PAYMENT FOR SERVICES

2.1Service Fee. Commencing on the closing date of the IPO (the “Closing Date”), the Services shall be provided by ORIX to HL in exchange for the service fee set forth on Annex B (the “Service Fee”).  This Article II shall survive any termination of this Agreement with respect to Services performed by ORIX under this Agreement for which ORIX has not yet been paid.

2.2Pass-Through Expenses. For the avoidance of doubt, the term “Service Fee” shall not include any out-of-pocket expenses incurred by ORIX and bona fide pass-through payments by ORIX to third parties on behalf of HL, in each case related to (i) the provision of any Services for the benefit of HL under this Agreement (including but not limited to telecommunication expenses and travel-related expenses in accordance with ORIX’s then-applicable business travel policies) and (ii) expenses under pre-existing software contracts in place by virtue of HL’s prior affiliation with ORIX or in connection with services previously provided by ORIX to the extent such contracts expire after the Closing Date, provided that such expenses under this clause (ii) shall not exceed a total aggregate amount of $10,000, and such expenses under clauses (i) and (ii) shall not exceed an aggregate amount of $25,000 without the prior written consent of HL (collectively expenses under clauses (i) and (ii), the “Pass-Through Expenses”). HL shall

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reimburse ORIX in full for all such Pass-Through Expenses reasonably incurred promptly upon receipt of ORIX’s invoice therefor.

ARTICLE III.
LIMITATION ON LIABILITY; INDEMNITY

Except in the case of gross negligence, bad faith or willful misconduct, ORIX’s maximum liability to, and the sole remedy of, HL for ORIX’s failure to provide the Services is a refund of the price paid for the particular service or, at the option of HL, a redelivery (or delivery) of the service.  In no event shall ORIX be liable to HL or any other party for any consequential, incidental, special or punitive damages or lost profits or diminution in value damages, suffered by HL or such other party arising out of this Agreement or the Services, whether resulting from actual or alleged negligence of ORIX or otherwise.  HL shall indemnify and hold harmless ORIX, its affiliates and its employees, directors, agents and contractors against any liability, expense, claim or loss (including attorneys’ fees), other than any taxes imposed or based on the Service Fee (payment of which shall be governed exclusively by Annex B), arising out of this Agreement or the Services, except to the extent such liability, expense, claim or loss arose out of a breach of this Agreement by, or the gross negligence, bad faith or willful misconduct of, ORIX.

ARTICLE IV.
FORCE MAJEURE

ORIX shall not be responsible for the failure or delay in the delivery of any Service, nor shall HL be responsible for the failure or delay in receiving such Service, if such failure or delay is caused by an act of God or public enemy, war, government acts, regulations or orders, fire, flood, embargo, quarantine, epidemic, labor stoppages or other disruptions, accident, unusually severe weather or other cause similar or dissimilar, beyond ORIX’s reasonable control.

ARTICLE V.
PROPRIETARY INFORMATION AND RIGHTS

5.1Proprietary Information and Rights.  Each Party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain (the “Proprietary Information”).  The Proprietary Information of each Party will be and remain the sole property of such Party and its assigns.  Each Party shall use the same degree of care that it normally uses to protect its own Proprietary Information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party from the other Party.  Neither Party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement.  Notwithstanding the foregoing, this Article V shall not apply to any information that a Party can demonstrate:  (a) was, at the time of disclosure to it, in the public domain through no fault of such Party; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Party.

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5.2Compelled Disclosure.  Notwithstanding the foregoing, in the event that any Party is required by rule, law, statute or regulation, court order or stock exchange to disclose any Proprietary Information, such Party shall (a) to the extent permitted, notify the other Party in writing as soon as reasonably practicable, but in no event less than ten (10) calendar days prior to any such disclosure; (b) reasonably cooperate with the other Party to preserve the confidentiality of such Proprietary Information consistent with applicable rule, law, statute or regulation and (c) use its reasonable best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such rule, law, statute or regulation or court order.

ARTICLE VI.
TERM; TERMINATION

6.1Term; Termination.  The term of this Agreement shall commence on the Closing Date and continue until the six-month anniversary of the Closing Date; provided, however, that the term of this Agreement shall automatically extend for successive three-month terms unless HL notifies ORIX at least thirty (30) calendar days prior to the end of the initial six-month period or any successive three-month period that it is electing to terminate the Agreement at the end of such period.  Notwithstanding the foregoing:

(a)ORIX may elect to terminate this Agreement as of any date following the initial six-month period upon ninety (90) days’ notice to HL; or

(b)Each of ORIX and HL may elect to terminate this Agreement in the event of a breach or failure to perform any material term, covenant, condition or agreement on the part of the other Party to be observed or performed pursuant to the terms of this Agreement after due notice to such Party, subject to the following cure period.  Written notice of default shall be sent to the defaulting Party and the defaulting Party shall have thirty (30) days (except in the case of payment defaults which shall have a 10-day cure period) following receipt of such notice to remedy the default.  If the breach is not cured to the satisfaction of the non-defaulting Party within such cure period, the non-defaulting Party may terminate this Agreement immediately by giving further notice to such effect to the defaulting Party.

6.2Effect of Termination.  Upon any termination of this Agreement, the obligations of the Parties hereunder shall also terminate, except (a) HL shall continue to be obligated to ORIX for any payments for any unpaid fees or expenses incurred prior to any such termination; (b) HL’s obligations under Article III hereof shall survive any such termination; and (c) the provisions of this Article V, Article VI, Article VII, Article VIII, Article IX and Article X shall survive any such termination.  All accrued and unpaid charges for Services shall be payable upon termination of this Agreement with respect to such Services in accordance with the terms of this Agreement.  Notwithstanding the foregoing, but subject to Article III, in the event of the termination of this Agreement, no Party shall be relieved of any liability for any gross negligence bad faith or willful misconduct, or a material breach of this Agreement by, such Party.

6.3Post-termination Cooperation.  Following any termination of this Agreement, each Party shall cooperate in good faith with the other to transfer and/or retain all records and take all other actions necessary to provide ORIX and HL and their respective successors and assigns with sufficient information in the form requested by ORIX or HL, or their respective

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successors and assigns, as the case may be, to make alternative service arrangements substantially consistent with those contemplated by this Agreement.

ARTICLE VII.
NO IMPLIED ASSIGNMENTS OR LICENSES

Nothing in this Agreement is to be construed as an assignment or grant of any right, title or interest in any trademark, copyright, patent right or other intellectual or industrial property right.

ARTICLE VIII.
ASSIGNMENT AND DELEGATION

Subject to Section 1.1 hereof, this Agreement shall not be assigned and is not assignable by any Party without the prior written consent of the other Party hereto; provided, however, that ORIX may assign its rights and obligations under this Agreement (including the right to receive any payment hereunder) to any of its subsidiaries or affiliates with the prior consent of HL, not to be unreasonably withheld.  Subject to the preceding sentence, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns.

ARTICLE IX.
NOTICES

All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method (including e-mail); the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested.  In each case notice shall be sent:

To ORIX:

ORIX USA Corporation
1717 Main Street, Suite 900
Dallas, Texas  75201
Attn:Paul Wilson, Chief Financial Officer

Ron Barger, General Counsel

Facsimile:(469) 385-1534

with a copy to:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York  10004
Attn:David Harms (harmsd@sullcrom.com)

Glen Schleyer (schleyerg@sullcrom.com)

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Facsimile:(212) 558-3588

To HL:

Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA  90067
Attn:Lindsey Alley, Chief Financial Officer

Christopher Crain, General Counsel

Facsimile:(310) 553-2173

with a copy to:

Latham & Watkins LLP
355 S. Grand Avenue
Los Angeles, California  90071
Attn:Jeffrey Kateman

David Zaheer

Facsimile:(213) 891-8763

ARTICLE X.
MISCELLANEOUS

10.1Entire Agreement:  Amendments.  This Agreement and its Annexes contain all of the terms and conditions agreed upon by the Parties hereto in connection with the subject matter hereof.  This Agreement and its Annexes may not be amended, modified or changed except as specifically set forth herein or by written instrument signed by all of the Parties hereto.

10.2Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without giving effect to its choice of law principles).

10.3Attorneys’ Fees.  If any legal action is brought concerning any matter relating to this Agreement, or by reason of any breach of any covenant, condition or agreement referred to herein, the prevailing Party shall be entitled to have and recover from the other Party to the action all costs and expenses of suit, including attorneys’ fees.

10.4Arbitration.

(a)It is understood and agreed between the Parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (including but not limited to tort and contract claims, and claims upon any law, statute, order, or regulation) (collectively, “Claims”), arising out of, in connection with, or in relation to (i) the interpretation, performance or breach of this Agreement or (ii) the arbitrability of any Claims under this Agreement, shall be resolved in accordance with a two-step dispute resolution process involving, first, negotiations between the executives referenced in Section 10.4(b), followed, if necessary, by final and binding arbitration before a retired judge

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from the JAMS/Endispute panel.  Such dispute resolution process shall be confidential and the arbitration portion shall be conducted in accordance with the Federal Rules of Evidence.

(b)The Parties agree that any Claim solely for monetary damages should initially regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to arbitration pursuant to Section 10.4(c).  The Parties therefore agree to attempt in good faith to resolve any Claim solely for monetary damages promptly by negotiation between the individuals then serving as the Chief Executive Officer or Chief Financial Officer of HL (on behalf of HL) and the Chief Executive Officer or Chief Financial Officer of ORIX (on behalf of ORIX).  Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) (i) from the Chief Executive Officer or Chief Financial Officer of HL to the Chief Executive Officer or Chief Financial Officer of ORIX or (ii) from the Chief Executive Officer or Chief Financial Officer of ORIX to the Chief Executive Officer or Chief Financial Officer of HL.  Each such representative (each a “Senior Executive”) shall have authority to settle the Claim.  If the Claim has not been resolved by the Senior Executives within twenty (20) calendar days of the date of the Dispute Notice, unless the Parties agree in writing to a longer period, the Claim shall be settled pursuant to binding arbitration pursuant to Section 10.4(c).  All negotiations pursuant to this Section 10.4(b) shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement.

(c)Should any Claims remain after the completion of the 20-day negotiation process described in Section 10.4(b), the Parties agree to submit all remaining Claims to final and binding arbitration administered by the New York, New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules, except to the extent such rules conflict with the procedures set forth in this Section 10.4(c), in which case these procedures shall govern.  The Parties shall select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS/Endispute’s offices, but in the event the Parties cannot agree on an arbitrator, the administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”).  The Parties expressly agree that the Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in New York, and that, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery.  Neither a Party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all Claims pursuant to this Section 10.4(c).  The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 10.4(c) and may not limit, expand or otherwise modify its terms.  The Arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of New York, federal law, or both, as applicable, without reference to its conflicts of laws provisions.  The Arbitrator is without jurisdiction to apply any different substantive law.  The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work product doctrine applies.  The Arbitrator shall render an award and a written, reasoned opinion in support thereof.  The Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in New York, which may include

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reasonable attorneys’ fees to the prevailing Party.  The award rendered by arbitration shall be final and binding upon the Parties; and judgment upon the award may be entered in any court having jurisdiction thereof.

(d)Adherence to this dispute resolution process shall not limit the Parties’ right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests.  Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or relating to this Agreement.

(e)Subject to the Arbitrator’s award, each Party shall bear its own fees and expenses with respect to this dispute resolution process and any Claim related thereto and the Parties shall share equally the fees and expenses of the JAMS/Endispute and the Arbitrator.

10.5Construction and Interpretation.  This Agreement shall not be construed for or against either Party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective Parties.  This Agreement shall be construed reasonably to carry out its intent without presumption against or in favor of either Party.  The natural persons executing this Agreement on behalf of each Party have the full right, power and authority to do and affirm the foregoing warranty on behalf of each Party and on their own behalf.  The captions on sections are provided for purposes of convenience and are not intended to limit, define the scope of or aid in interpretation of any of the provisions hereof.  All pronouns and singular or plural references as used herein shall be deemed to have interchangeably (where the sense of the sentence requires) a masculine, feminine or neuter, and/or singular or plural meaning, as the case may be.

10.6Severability.  If any term, provision or condition of this Agreement is determined by a court or other judicial or administrative tribunal to be illegal, void or otherwise ineffective or not in accordance with public policy, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be construed in such manner so as to preserve the validity hereof and the substance of the transactions herein contemplated to the extent possible.

10.7Independent Contractors.  The relationship of ORIX and HL established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (a) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; (b) prevent ORIX from entering into any other business; or (c) allow ORIX to create or assume obligations on behalf of or in the name of HL, except as provided herein.

10.8No Third Party Beneficiaries.  No persons (including, without limitation, any Permitted Subcontractors), other than the Parties hereto, are beneficiaries of this Agreement and no such persons will be entitled to enforce any provision hereof.

10.9Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

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10.10   Termination of the Existing Services Agreement.  The Existing Services Agreement is hereby terminated and of no further force and effect, except that any obligations under the Existing Services Agreement arising out of or relating to the period prior to the date hereof shall survive until fully performed.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Transition Services Agreement as of the date first set forth above.

ORIX USA, LP
By:
	Name:
	Title:
HOULIHAN LOKEY, INC.
By:
	Name:
	Title:

[Signature Page to Transition Services Agreement]

ANNEX A

SERVICES TO BE PROVIDED

Sarbanes-Oxley (“SOX”) Compliance:  Assist HL in:

·Performing the scoping and documentation of SOX controls.

·Performing the testing of financial reporting controls in three phases:  interim, update/remediation, and year-end/quarterly controls.

·Preparing reports of results for management and the audit committee.

Internal Audit:  Assist HL in:

·Performing risk assessment of business and IT to identify risks and develop an audit plan.

·Performing business and IT audits using the COSO risk-based methodology focusing on financial reporting, operations, and compliance risks.

·Leveraging the testing performed in SOX to prevent duplication of efforts.

·Preparing reports of audit results for management and the audit committee.

·Performing follow-up audits of issues noted to ensure completion of management action plans.

Tax:  Assist HL in:

·Performing compliance with tax preparation, provision and compliance with tax audits.

·Analysis of tax related structural matters.

KPMG Assistance:  In connection with financial statement audits and reviews by HL’s independent accounting firm, assist in the following areas:

·Testing of revenue recognition, including accounts receivable/work-in-progress.

·Quarterly review and recalculation of the HL incentive calculation.

·Semi-annual journal entry analysis/testing.

Services Arising out of the Termination of the Existing Services Agreement:  Assist HL with:

·Services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement, including those services listed in Annex A thereto under the rubrics “Executive,” “Finance and Accounting,” “External Audit and Institutional,” to the extent not yet fully performed as of the date hereof and arising out of or relating to the period prior to the date hereof.

·Queries relating to or arising out of the cessation of services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement.

·Any other services or queries that may arise in connection with the termination of the Existing Services Agreement.

ANNEX B

PAYMENT FOR SERVICES

The Service Fee shall be equal to $125 multiplied by the number of hours spent by ORIX employees, agents and contractors (including Permitted Subcontractor personnel), in providing the Services, reduced by any amount paid by HL directly to a Permitted Subcontractor with ORIX’s prior consent.

Promptly following the end of each fiscal quarter of HL during which this Agreement is in effect, ORIX shall deliver to HL an invoice summarizing the calculation of the Service Fee payable for such quarter (or portion thereof for which this Agreement is in effect).  Within ten (10) business days following receipt of such invoice, HL shall submit the specified Service Fee to ORIX by wire transfer in immediately available funds to an account specified by ORIX, or otherwise as ORIX may from time to time provide.

Notwithstanding the foregoing, to the extent that the Service Fee paid by HL (including any amount paid by HL directly to Sunera or any Permitted Subcontractor for its Services performed as Permitted Subcontractor pursuant to Section 1.3 hereof) for the first 12 months following the Closing Date is less than $200,000, then HL shall make an additional payment promptly following the end of such 12-month to cause the Service Fee for such 12-month period to equal $200,000.

HL shall be entitled to withhold such portion of each payment as is required to be withheld by applicable law and any taxing authority of competent jurisdiction, but shall not be entitled to withhold payments due to ORIX on grounds of alleged nonperformance by ORIX of any of its obligations under this Agreement, or to set-off any other amount owed to HL by ORIX or any affiliate. So long as ORIX cooperates with HL to the extent reasonable to obtain reduction of or relief from such withholding, HL shall be required to gross up any payments on which withholding is made to ensure that the net amount ORIX receives in cash is equal to the required amounts as detailed herein; provided, however, that if ORIX assigns its rights to receive payments hereunder to any other person or entity, HL shall not be required to pay any amounts pursuant to this sentence that are in excess of amounts HL would otherwise have been required to pay had ORIX not so assigned its rights.

EX-10.6

Exhibit 10.6

CONFIDENTIAL

[AMENDED AND RESTATED]1 SUBORDINATED PROMISSORY NOTE

[·], 2015

Section 1.FUNDAMENTAL PROVISIONS.

Terms not otherwise defined herein shall have the meaning provided in Annex I hereto. The following terms will be used as defined terms in this Subordinated Promissory Note (as it may be amended, modified, extended and renewed from time to time, this “Note”):

Issuer:	Houlihan Lokey, Inc., a Delaware corporation (“Issuer”).
Holder:	[HLHZ Holding Company, LLC, a Delaware limited liability company] [ORIX USA Corporation, a Delaware corporation.]2
Principal Amount:	USD $45,000,000.00 (“Principal Amount”).

Section 2.PROMISE TO PAY.

The Issuer promises to pay to the order of Holder, in accordance with the payment procedure set forth herein, the outstanding Principal Amount, together with accrued interest from the date of disbursement on the unpaid principal balance at the applicable Interest Rate.

Section 3.INTEREST; PAYMENTS.

(a)Subject to the terms and conditions of Section 12 and except as otherwise set forth herein, the Note shall bear interest on the unpaid principal amount hereof from the date made through repayment hereof (whether by acceleration or otherwise) at the Interest Rate.  Interest on the Note shall accrue on a daily basis.  Interest will be calculated daily on the basis of a 360-day year comprised of twelve 30 day months.  In computing interest on the Note, the date of the issuance of the Note shall be excluded and the date of repayment of the Note (including the repayment of any portion of the Note) shall be included.

(b)The Note will be payable in installments of USD $7,500,000.00 payable on each Payment Date, commencing on June 30, 2016.

(c)If any payment of principal and interest or any other amount payable hereunder is not paid when due, whether on the scheduled due date for such Payment, the Maturity Date or any earlier date as a result of acceleration of this Note after Default, then the amount then due and unpaid shall thereafter bear interest until

1NTD:  The initial note will be payable to HLHZ Holding Company, and after certain transactions, the ultimate holder of that note will be ORIX USA Corporation.  The parties currently intend that when ORIX USA Corporation becomes the holder of the initial note, it will be replaced with an amended and restatement note.

2NTD:  For the initial note, HLHZ Holding Company will be listed as the Holder.  For the amended and restated note, ORIX USA Corporation will be listed as the Holder.

paid at a rate (“Default Interest Rate”) per annum (based on a 360-day year, comprised of twelve 30 day months) equal to the applicable Interest Rate plus two percent (2%) per annum, and such accrued interest at the Default Interest Rate shall, subject to the terms and conditions of Section 12, be due and payable by the Issuer on demand by Holder.

(d)The Issuer shall make payment of all unpaid principal, interest, and any other amounts due hereunder on the Maturity Date, in same day funds, not later than 12:00 noon (New York time). If any payment of principal and interest to be made by the Issuer hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing the interest in such payment.

(e)Except as specifically hereinafter set forth, all payments made by the Issuer under this Note shall be made by wire transfer to the account listed below for Holder, or at such other place as Holder designates to the Issuer, in immediately available funds before 12:00 noon, New York time (or such later time as Holder shall agree) on the date such payment is required to be made.

To Holder:

The Bank of Tokyo-Mitsubishi UFJ Trust Company
ABA No. 0260-0968-7
Account Number 310 062 381
For the account of ORIX USA Corporation

Section 4.OPTIONAL PREPAYMENT.

Subject to the terms and conditions of Section 12, the Issuer may optionally prepay the Note in whole or in part (in integral multiples of $100,000 or such lesser amount as Holder shall agree), without premium or penalty, at any time and from time to time by providing Holder notice of optional prepayment.

Section 5.LAWFUL MONEY.

Principal and interest are payable in lawful money of the United States of America.

Section 6.APPLICATION OF PAYMENTS.

Absent the occurrence of an Event of Default hereunder or under any of the Note, any payments received by Holder pursuant to the terms hereof shall be applied first to sums, other than principal and interest due Holder hereunder, second to the accrued and unpaid interest due hereunder and the balance, if any, to the payment of principal. Any payments received by the holder hereof during the continuation of an Event of Default shall be applied to the amounts specified in this Section 6 in such order as Holder may, in its sole discretion, elect.

Section 7.RESERVED.

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Section 8.REPRESENTATIONS AND WARRANTIES.

Issuer represents and warrants to Holder that:

(a)Due Organization.  It is duly formed and validly existing, and is in good standing under the laws of its jurisdiction of organization.

(b)Authority.  It has the power and authority to execute and deliver the Note and to perform its obligations thereunder.  The execution, delivery and performance of the Note and the consummation of the transactions contemplated hereby have been duly authorized by all of its necessary corporate or similar action, and no other action or proceeding on its part or on the part of its members is necessary to authorize the execution or delivery the Note and consummation of the transactions contemplated hereby.  The Note has been duly and validly executed and delivered by the Issuer.

(c)Binding Effect.  The Note constitutes a valid and binding obligation, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and to general principles of equity.

(d)No Conflicts or Default.  Its execution, delivery and performance of the Note do not and will not result in a breach or violation of, or constitute a default under, any of the terms and provisions of its organizational documents, any material law applicable to the Issuer or, except as could not reasonably be expected to result in a Material Adverse Effect on the Issuer or on its ability to perform its obligations under the Note, any agreement to which the Issuer is a party.

(e)Compliance with Laws and Agreements.  The Issuer is in compliance with (a) all applicable laws and all judgments, decrees and orders of any governmental authority and (b) all indentures, agreements or other instruments binding upon it or its properties, except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Issuer or on its ability to perform its obligations under the Note.

Section 9.COVENANTS.

(a)Payment and Performance of Note Obligations. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, it shall pay and perform all Note Obligations arising under, and in accordance with, the terms of the Note.

(b)Tax Matters.

(i)If the Issuer shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder such sum shall be increased as may be necessary so that, after making all such deductions, Holder receive an amount equal to the sum they would have received had no such

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deduction for Covered Taxes been made.  If the Issuer shall be required by law to deduct or withhold any taxes other than Covered Taxes from or in respect of any sum payable hereunder, Holder shall be treated for all purposes of this Note as having received any such amounts so deducted or withheld.

(ii)If Holder is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Note, Holder shall deliver to the Issuer, at the time or times reasonably requested by the Issuer, such properly completed and executed documentation reasonably requested by the Issuer as will permit such payments to be made without withholding or at a reduced rate of withholding or to determine whether or not Holder is subject to backup withholding or information reporting requirements, including, without limitation, an Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8

(iii)If a payment made to Holder under this Note would be subject to U.S. federal withholding tax imposed by FATCA if Holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Holder shall deliver to the Issuer at the time or times prescribed by law and at such time or times reasonably requested by the Issuer such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer as may be necessary for the Issuer to comply with its obligations under FATCA and to determine that Holder has complied with Holder’s obligations under FATCA or to determine the amount to deduct and withholding from such payment.

(c)Continuation of Business and Maintenance of Corporate Existence and Licenses. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, it shall preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, their existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Dividends and Other Payments in Respect of Equity Interests. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, (i) during the continuance of an Event of Default, or (ii) if any payments required to have been made pursuant to Section 3(b) have not been made, in each case it shall not (a) declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests or any warrants, rights or options to acquire such Equity Interests, now or hereafter outstanding, return any equity to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, Obligations or securities to its equity holders as such, or (b) permit any of its Subsidiaries to purchase, redeem,

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retire, defease or otherwise acquire for value any Equity Interests of the Issuer or any warrants, rights or options to acquire such equity interests.  [This section 9(d) shall not restrict the payment of the IPO Dividend.]3

Section 10.EVENTS OF DEFAULT.  The occurrence of any of the following events shall constitute an “Event of Default”.

(a)Payment under Note. The Issuer shall fail to make payment of any principal or interest or fee when due under this Note, or a default shall be made in the payment of any other portion of the Note Obligations as and when the same shall be due and payable, and such failure or default shall continue for three (3) days after notice to the Issuer from Holder (it being understood that the failure of the Issuer to make any such payment as a result of a prohibition thereon under Section 12 shall not constitute an Event of Default).

(b)Observance of Terms under Note. A default in the due observance or performance of any term, covenant, condition or agreement on the part of the Issuer to be observed or performed pursuant to the terms of this Note, if such default (other than a default with respect to the payment of any amount due to Holder) shall have occurred and continued for fifteen (15) days after notice to the Issuer from Holder.

(c)Voluntary Actions. The Issuer or any Significant Subsidiary of the Issuer shall: (i) apply for or consent to the appointment of a receiver, trustee or liquidator for itself or any of its properties or assets; (ii) admit in writing the inability to pay its debts as they mature; (iii) make a general assignment for the benefit of creditors; (iv) suffer an order for relief to be entered against it or be declared to be insolvent; or (v) file a voluntary petition in bankruptcy, or a petition seeking reorganization or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or if action shall be taken by the Issuer or any Significant Subsidiary of the Issuer for the purpose of effecting any of the foregoing.

(d)Involuntary Actions. The expiration of sixty (60) days after the filing of any involuntary petition against the Issuer or any Significant Subsidiary of the Issuer seeking relief under the Bankruptcy Code, without the petition being dismissed prior to that time, or an order, judgment or decree shall be entered, without the application, approval or consent of the Issuer or Significant Subsidiary of the Issuer by any court of competent jurisdiction approving a petition seeking a reorganization of the Issuer or any Significant Subsidiary or of all or a substantial part of the properties or assets of the Issuer or any Significant Subsidiary of the Issuer or appointing a receiver, trustee or liquidator of the Issuer or any Significant Subsidiary of the Issuer and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days or more.

3NTD: Bracketed language to be included only in the initial note.

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(e)Cross Acceleration. (i) The Issuer shall fail to pay any principal of, premium or interest on or any other amount payable in respect of the Senior Debt Obligations at the maturity thereof, and such failure shall continue after the applicable grace period, if any, specified in the Senior Debt Documents; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to the Senior Debt Obligations and shall continue after the applicable grace period, if any, specified in the Senior Debt Documents, if the effect of such event or condition is to accelerate the maturity of the Senior Debt Obligations or otherwise to cause the Senior Debt Obligations to mature; or the Senior Debt Obligations shall be declared to be due and payable or required to be prepaid or redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease the Senior Debt Obligations shall be required to be made, in each case under this clause (ii) prior to the stated maturity thereof, in each case other than by a regularly scheduled required prepayment, mandatory prepayment or redemption of all or any portion of the Senior Debt Obligations.

Section 11.REMEDIES.

(a)If an Event of Default specified in Section 10(c) or 10(d) of this Note occurs, then, subject to the terms and conditions set forth in Section 12, the entire balance of principal together with all accrued interest thereon, and all other Note Obligations payable by the Issuer hereunder shall become immediately due and payable, both as to principal and interest.

(b)If any Event of Default other than the Events of Default referred to in Section 10(a) of this Note occurs, then, subject to the terms and conditions set forth in Section 12, at any time thereafter during the continuance of such Event of Default, at the option of the holder hereof, such holder may, by written notice to the Issuer, declare immediately due and payable the entire balance of principal together with all accrued interest thereon, and all other amounts payable by the Issuer under the Note.

Section 12.SUBORDINATION.

(a)Restriction on Payments.  Prior to the Final Discharge Date, the Issuer shall not, and the Issuer shall procure that none of its Subsidiaries will, make any payment of any Note Obligation hereunder at any time unless the making or receipt of that payment is permitted under Section 12(b).

(b)Permitted Payments.

(i)Subject to Section 12(b)(ii) and to the extent permitted by all applicable Senior Debt Documents, the Issuer may make payments in respect of the Note Obligations (whether principal, interest or otherwise) from time to time when due, and Holder may accept or agree to accept such payments at any time.

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(ii)Notwithstanding the foregoing, no payment in respect of the Note Obligations described in Section 12(b)(i) above may be made if (i) such payment would result in a breach of any Senior Debt Document or (ii) an event of default under any Senior Debt Document has occurred and is continuing (for the avoidance of doubt, after the expiration of all applicable cure or grace periods), unless, solely in the case of clause (ii) above, (x) the prior consent of each applicable Senior Agent is obtained or (y) such payment occurs in connection with the Final Discharge Date regarding payment of any Senior Debt Obligations.

(c)Payment Obligations Continue.  The Issuer shall not be released from the liability to make any payment (including of Default Interest, which shall continue to accrue) in relation to any Note Obligations by the operation of Section 12(a) and Section 12(b) even if the Issuer’s obligation to make that payment is restricted at any time by the terms of either of those Sections (it being understood that the failure of the Issuer to make any such payment as a result of a prohibition thereon under Section 12 shall not constitute an Event of Default).

(d)Restriction on Enforcement.  Holder hereby agrees that until the Final Discharge Date:

(i)It shall not, without the prior written consent of the Senior Agents, commence, or join or participate in, any Enforcement Action.

(ii)In the event (i) any event of default under any Senior Debt Document then exists or would result from such payment on the Note Obligations, or (ii) Holder receives any payment or prepayment of principal, interest or any other amount, in whole or in part, of (or with respect to) the Note Obligations in violation of the terms of the Senior Debt Documents, then, and in any such event, any payment or distribution of any kind or character, whether in cash, property or securities, which shall be payable or deliverable with respect to any or all of the Note Obligations or which has been received by Holder shall be held in trust by Holder for the benefit of the Senior Debt Parties and shall forthwith be paid or delivered directly to the applicable Senior Agents for application to the payment of the Senior Debt Obligations (after giving effect to the relative payment priorities of such Senior Debt Obligations), to the extent necessary to make payment in full in cash of all sums due under the Senior Debt Obligations remaining unpaid and not cash collateralized after giving effect to any concurrent payment or distribution to the Senior Agents or the Senior Debt Parties. In any such event, the Senior Agents may, but shall not be obligated to, demand, claim and collect any such payment or distribution that would, but for these subordination provisions, be payable or deliverable with respect to the Note Obligations. Notwithstanding the foregoing, if one or more events of default shall exist under the Senior Debt Documents, the Senior Agents may agree in writing that payments

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may be made with respect to the Note Obligations which would otherwise be prohibited pursuant to this Agreement.

(iii)If Holder shall acquire by grant, indemnification, subrogation or otherwise, any lien or other interest in any of the assets or properties of the Issuer or any subsidiary thereof, such lien or other interest shall be subordinate in right of payment to the Senior Debt Obligations and any liens in respect of the Senior Debt Obligations as provided herein, and Holder hereby waives any and all rights it may acquire by subrogation or otherwise to any lien in respect of the Senior Debt Obligations or any portion thereof until such time as the Final Discharge Date shall have occurred.  In the event that a lien described in this subsection (iii) exists, until the Final Discharge Date, the Senior Agents are granted a power of attorney to execute any and all documentation necessary to release such lien and any filings perfecting such lien.

(iv)If, at any time, all or part of any payment with respect to Senior Debt Obligations theretofore made (whether by the Issuer, any affiliate or subsidiary thereof or any other person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned by the holders of Senior Debt Obligations for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Issuer or such other persons), the subordination provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.

(v)Holder waives any marshalling rights with respect to the Senior Debt Parties in any Insolvency or Liquidation Proceeding.

(e)Guarantees and Security.  Any payments made to, or received by, Holder in respect of any guaranty or security in support of the Note Obligations shall be subject to the terms of this Agreement and applied on the same basis as payments made directly by the obligor under the Note Obligations. To the extent that the Issuer or any of its subsidiaries provides a guaranty or any security in support of any Note Obligations, Holder will cause each such person to become a party hereto (if such person is not already a party hereto) promptly after the date of the execution and delivery of the respective guarantee or security documentation, provided that any failure to comply with the foregoing requirements of this Section 12(e) will have no effect whatsoever on the subordination provisions contained herein (which shall apply to all payments received with respect to any guarantee or security for any Note Obligations, whether or not the person furnishing such guarantee or security is a party hereto).

(f)Prohibited Payments.  Holder hereby acknowledges and agrees that no payments will be accepted by it in respect of the Note Obligations (unless promptly turned over to the Senior Agents as contemplated by Section 12(d) above), to the extent

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such payments would be prohibited under any Senior Debt Obligations (or the Senior Debt Documents).

(g)Subordination.

(i)Anything to the contrary notwithstanding, all Note Obligations shall be subordinate and junior in right of payment, to the extent and in the manner herein set forth, to the prior payment in full, in cash, and performance of all Senior Debt Obligations. The foregoing shall apply notwithstanding the availability of collateral to the Senior Debt Parties or the holders Note Obligations or the actual date and time of execution, delivery, recordation, filing or perfection of any liens granted with respect to the Senior Debt Obligations, or the lien or priority of payment thereof, and in any instance wherein the Senior Debt Obligations or any claim for the Senior Debt Obligations is subordinated, avoided or disallowed, in whole or in part, under any debtor relief law. In the event of an Insolvency or Liquidation Proceeding with respect to the Issuer, (i) the lenders or holders of any Senior Debt Obligations shall be entitled to the Discharge of Obligations with respect to the Senior Debt Obligations before Holder is entitled to receive any payment on account of any Note Obligations, (ii) the lenders or holders of any Senior Debt Obligations shall be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities or by set-off or otherwise, which may be payable or deliverable in any Insolvency or Liquidation Proceeding in respect of any Note Obligations, (iii) until the Final Discharge Date, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which Holder would be entitled, except for payments permitted under Section 12(b), shall be paid or delivered by Holder directly to the Senior Agents for application in accordance with the Senior Debt Documents, (iv) Holder shall execute, verify, deliver and file any proofs of claim in respect of the Note Obligations requested by any Senior Agent in connection with any such Insolvency or Liquidation Proceeding and hereby irrevocably authorizes, empowers and appoints each Senior Agent as its agent and attorney-in-fact (and to the extent required by applicable law, grant a power of attorney to the Senior Agents on such terms as the Senior Agents may reasonably require) to execute, verify, deliver and file such proofs of claim upon the failure of Holder to do so prior to 15 days before the expiration of the time to file any such proof of claim; provided that (x) no Senior Agent shall have an obligation to execute, verify, deliver, file and vote any such proof of claim and (y) if a Senior Agent is not entitled to execute, verify, deliver, file or vote any such proof of claim and a Senior Agent requests Holder or Issuer to take that action, Holder or Issuer shall take that action itself in accordance with the instructions of such Senior Agent.  In the event that a Senior Agent votes any claim in accordance with the authority granted hereby, Holder shall not be entitled to change or withdraw such vote.

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(ii)In any Insolvency or Liquidation Proceeding relating to the Issuer, Holder agrees that the lenders or holders of Senior Debt Obligations shall be entitled to the Discharge of Obligations with respect to the Senior Debt Obligations (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding and any premium stated to be payable) before Holder receives payment of any amount in respect of the Note Obligations.  No right of the Senior Agents to enforce the subordination of the Issuer’s obligations hereunder may be impaired by any act or failure to act by the Issuer or Holder or by the failure of the Issuer or the Holder to comply with the terms of this Note.  No failure or delay on the part of any party hereto or any holder of Senior Debt Obligations in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  If the Issuer or Holder violates any of the terms of this Section 12, in addition to any remedies in law, equity or otherwise, each Senior Agent may restrain such violation in any court of law and may interpose this Note as a defense in any action by Holder.  Holder hereto acknowledges that to the extent that no adequate remedy at law exists for breach of its obligations under this Note, in the event Holder fails to comply with its obligations hereunder, the Senior Agents shall have the right to obtain specific performance of the obligations of Holder, injunctive relief or such other equitable relief as may be available. Holder hereby acknowledges that the Senior Agents and the holders of the Senior Debt Obligations are intended third party beneficiaries of this Section 12 and shall be entitled to enforce the same against Holder, the Issuer or any guarantor of the Note Obligations.

(iii)If payment hereunder is accelerated because of an Event of Default, Holder will promptly notify holders of Senior Debt Obligations of the acceleration.  The provisions of this Section 12, the interest rate for the Note Obligations and the repayment terms of this Note may not be amended or modified without the written consent of the Senior Agents; provided that without such consent of the Senior Agents, the interest rate may be reduced and the payment terms of the Note Obligations may be modified to reduce or extend any amortization or otherwise relax the terms, conditions and covenants set forth in the Note.  Until the Final Discharge Date, without the written consent of the Senior Agents, the Note may not be modified to add any covenants or obligations or to amend the covenants and obligations of the Issuer in a manner which is more restrictive to the Issuer than as set forth in the Note as of the date hereof.

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Section 13.WAIVER.

The Issuer, endorsers, guarantors and sureties of this Note hereby waive diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for herein) and expressly agree that, without in any way affecting the liability of the Issuer, endorsers, guarantors or sureties, the holder hereof may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any Person liable, and release any security or guaranty. The Issuer, endorsers, guarantors and sureties waive, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense.

Section 14.RESERVED.

Section 15.ATTORNEYS’ FEES.

If this Note is not paid when due or if any Event of Default occurs, the Issuer promises to pay all costs of enforcement and collection and preparation therefor, including but not limited to, reasonable attorneys’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including without limitation, all such costs incurred in connection with any bankruptcy, receivership or other court proceedings, whether at the trial or appellate level).

Section 16.SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

Section 17.NUMBER AND GENDER.

In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.

Section 18.HEADINGS.

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.

Section 19.NOTICES.

(a)Any notice or other communication required or permitted to be given or made under this Note (i) shall be in writing, (ii) shall refer specifically to this Note, (iii) may be delivered by (A) hand delivery, (B) First Class U.S. Mail (regular, certified, registered or expedited delivery), (C) Federal Express or UPS Overnight, or other nationally recognized delivery service, (D) fax, or (E) e-mail or other electronic transmission, and (iv) shall be delivered or transmitted to the appropriate address as set forth in clause (b) below.

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(b)Each notice or other communication shall be delivered or addressed to a party at its address set forth below. A party’s address for notice may be changed from time-to-time only by notice given to the other party.

If to Holder:

ORIX USA Corporation
1717 Main Street, Suite 900
Dallas, Texas 75201
Attention: Treasury
Fax Number: Fax (214) 237-2018
Email Address: treasury@orix.com

If to the Issuer:

Houlihan Lokey, Inc.
1930 Century Park West
Los Angeles, CA 90067
Attention: [  ]
Fax Number: [  ]
Email Address: [  ]

Section 20.APPLICABLE LAW.

This Note and the transactions contemplated thereby are being executed and delivered and are intended to be performed in the State of New York, and shall be construed in accordance with and governed by the local laws of the State of New York, and enforceable in the federal and state courts in the State of New York.  EACH PARTY HERETO WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE OR ANY OF THE OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH, AND SHALL NOT SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Section 21.NON WAIVER.

Neither any failure nor any delay on the part of Holder in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege, nor shall any course of dealing between the Issuer and Holder operate as a waiver of any right or rights of Holder.

Section 22.MODIFICATION, AMENDMENT, ETC.

No modification, amendment or waiver of any provision of this Note, nor consent to any departure by the Issuer, shall in any event be effective unless the same shall be in writing and signed by Holder and then such waiver or consent shall be effective only in the

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specific instance and for the specific purpose for which given. No notice or demand on the Issuer in any case shall entitle the Issuer to any other or further notice or demand in the same, similar or other circumstance.

Section 23.COUNTERPARTS.

This Note may be executed in two or more counterparts, each of which shall constitute but one agreement. This Note shall be effective when counterparts which, when taken together, bear the signature (including execution by facsimile) of all parties hereto, shall have been delivered to and received by Holder and the Issuer.

Section 24.INTEGRATION.

This Note contains the complete understanding and agreement of the holder hereof and the Issuer and supersedes all prior representations, warranties, agreements, arrangements, understandings and negotiations.

Section 25.BINDING EFFECT; ASSIGNMENTS.

This Note will be binding upon, and inure the benefit of, the holder hereof, the Issuer, and its respective successors and assigns. The Issuer may not delegate its obligations under this Note.  Holder may not assign or otherwise transfer any of its rights or obligations hereunder without the written consent of the Issuer.  [The Issuer hereby consents to the transfer of this Note, first to Fram and then to ORIX USA and/or its Affiliates, in each case in order to effect the IPO Dividend.]4

Section 26.SURVIVAL.

The representations, warranties and covenants of the Issuer in this Note shall survive the execution and delivery of this Note.

Section 27.RIGHT TO DEFEND.

Holder shall have the right, at the sole cost and expense of the Issuer, to appear in or defend any action or proceeding in which named or joined or otherwise purporting to affect the rights or duties of the parties hereunder and in connection therewith recover from the Issuer all necessary costs and expenses (including reasonable attorneys’ fees), with counsel reasonably satisfactory to Holder.

Section 28.INDEMNIFICATION.

The Issuer hereby protects, indemnifies, defends and holds harmless Holder from and against any and all liability, expense or damage of any kind or nature from any suits, claims or demands, including reasonable attorneys’ fees and expenses, on account of any matter or thing, whether in suit or not, arising out of this Note and the transactions contemplated hereby, other than taxes (which shall be governed exclusively by Section

4NTD: Bracketed language to be included only in the initial note.

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9(b) hereof). The parties hereto recognize that no indemnity is intended to indemnity a Person’s gross negligence, unexcused failure to perform or unlawful acts.

Section 29.INTEREST RATE LIMITATION.

The Issuer hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Note, including, without limitation, any fees to be paid by the Issuer pursuant to the provisions of the Note. Holder and the Issuer agree that none of the terms and provisions contained herein shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of New York. In such event, if any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate of this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of New York, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the holder, be credited to the payment of other amounts payable under the Note or returned to the Issuer. All agreements between the Issuer and Holder, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any indebtedness governed hereby or otherwise, shall the interest contracted for, charged or received by Holder exceed the maximum amount permitted under law. If, from any circumstances whatsoever, interest would otherwise be payable to Holder in excess of the maximum lawful amount, the interest payable to Holder shall be reduced to the maximum amount permitted under applicable law; and, if from any circumstance Holder shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal of the Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loan such excess shall be refunded to the Issuer. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal of the Note (including the period of any renewal or extension thereof) so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.

(Signature Page Follows)

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Holder:
[HLHZ HOLDING COMPANY, LLC, a Delaware limited liability company] [ORIX USA CORPORATION, a Delaware corporation]
By:
	Name:
	Title:
ISSUER:
HOULIHAN LOKEY, INC., a Delaware corporation
By:
	Name:
	Title:

ANNEX A

GLOSSARY OF DEFINED TERMS

In addition to the other terms defined elsewhere in this Agreement, for the purposes of same, the following words and terms shall have the meaning set forth below (such meanings being equally applicable to both the singular and plural form of the terms defined):

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person.  For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting interests, by contract or otherwise.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any similar federal, state or foreign law for the relief of debtors affecting the rights of creditors generally.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, common stock, preferred stock, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Covered Taxes” means any tax of any kind, but excluding (a) franchise taxes, branch profits and taxes imposed on or measured by the net income or receipts of Holder under the law of any jurisdiction, (b) any such withholding tax that is in effect and would apply to a payment to Holder at the time Holder becomes a party to this Agreement, (c) taxes attributable to Holder’s failure to comply with Section 9(b)(ii) or Section 9(b)(iii) and (d) any withholding taxes imposed under FATCA.

“Default” means any of the events or circumstances specified in Section 10 hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Interest Rate” is defined in Section 3(c).

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“Discharge of Obligations” means, with respect to any Obligations (other than contingent or indemnification obligations not yet due and payable and for which no claim has been made or asserted), (a) the full cash payment thereof, including any interest, fees, premium and other charges accruing during an insolvency proceeding (whether or not allowed in the proceeding) and (b) the termination or expiration of all commitments, in each case, in accordance with the applicable debt documents.

“Enforcement Action” means in relation to the Note Obligations:

(a)the acceleration of any Note Obligations or the making of any declaration that any Note Obligations are prematurely due and payable;

(b)the making of any declaration that any Note Obligations are payable on demand;

(c)the making of a demand in relation to a Note Obligation that is payable on demand (other than a demand made by Holder in relation to any Note Obligations which are on-demand Note Obligations to the extent that any resulting payment would be permitted under Section 12(b));

(d)the exercise of any right to require the Issuer or any affiliate or subsidiary thereof to acquire any Note Obligations (including exercising any put or call option against any such affiliate or subsidiary for the redemption or purchase of any such Note Obligations);

(e)the exercise of any right of set-off or recoupment, bankers’ lien, account combination or payment netting against the Issuer or any affiliate or subsidiary thereof in respect of any Note Obligations other than the exercise of any such right which is otherwise expressly permitted under or not prohibited by the Senior Debt Documents to the extent that the exercise of that right gives effect to a payment permitted under Section 12(b);

(f)the suing for, commencing or joining of any legal or arbitration proceedings against the Issuer or any affiliate or subsidiary thereof to recover any Note Obligations; and

(g)any foreclosure proceeding, the exercise of any power of sale, the obtaining of a receiver, the seeking of default interest, the suing on, or otherwise taking any action to enforce the obligation of the Issuer or any affiliate or subsidiary thereof to pay any amounts relating to any Note Obligations or the taking of any other enforcement action against any asset or property of the Issuer or any such affiliate or subsidiary.

“Equity Interests” means, with respect to any Person, shares in (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares in (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares in (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person

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of such shares (or such other interests), and other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“Event of Default” means any of the events or circumstances specified in Section 10 hereof, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Note (or any successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Final Discharge Date” means the date on which the Discharge of Obligations with respect to the Senior Debt Obligations shall have occurred.

“Fram” means Fram Holdings, Inc., a Delaware corporation.

“FRAM Notes” means the promissory notes issued pursuant to the Third Amended and Restated Stockholders Agreement dated as of February 17, 2009, by and among Fram, ORIX USA Corporation, and the Holders identified therein.

“HLHZ” means HLHZ Holding Company, LLC, a Delaware limited liability company.

[“IPO Dividend” means the dividends and distributions payable (a) by the Issuer to HLHZ, (b) by HLHZ to Fram and (c) by Fram to the holders of record of Fram’s common stock as of the “open of business” on the day of pricing of the Issuer’s initial public offering and any dividends, distributions of other transfers of this Note that occur on such day in connection therewith.]5

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under any debtor relief law with respect to the Issuer or any Significant Subsidiary of the Issuer, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, administration, administrative receivership, liquidation, reorganization, dissolution or other similar case or proceeding or declaration of a moratorium in any applicable jurisdiction with respect to the Issuer or any Significant Subsidiary of the Issuer or with respect to any of its assets or (c) any liquidation, dissolution, reorganization or winding up of the Issuer or any Significant Subsidiary of the Issuer whether voluntary or involuntary and whether or not involving insolvency or bankruptcy and including the passing of a resolution or making of an order for any of the foregoing. Notwithstanding the foregoing, any liquidation, dissolution, reorganization, consolidation or other transaction that is permitted by a Senior Debt Document shall not be deemed to be an “Insolvency or Liquidation Proceeding.”

5NTD: Bracketed language to be included only in the initial note.

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“Interest Period” means (a) initially, the period commencing on the date hereof and ending on September 30, 2015; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the third calendar month thereafter; provided that, in each of the case of clauses (a) and (b), (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the date on which the Loan hereunder is repaid in full.

“Interest Rate” means a rate per annum equal to the London Interbank Offer Rate (rounded upwards, if necessary, to the nearest 1/100th) appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service) as the London interbank offered rate for deposits in Dollars for a three month term at approximately 11:00 a.m. on the date which is two (2) Business Days prior to the commencement of the applicable Interest Period, plus 165 basis points.

“Issuer” is defined in Section 1.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations, assets or liabilities of the Issuer and its Subsidiaries, taken as a whole; (b) the rights and remedies of the Holder under the Note or (c) the ability of the Issuer to perform its Note Obligations.

“Maturity Date” means the date that is the second anniversary of the date hereof.

“Note” is defined in Section 1.

“Note Obligations” means all Obligations of every nature of the Issuer now or hereafter existing under or arising out of or in connection with this Note, together with all extensions or renewals thereof, whether for principal, interest, any fees, any costs, expenses, damages, indemnities, taxes, payments otherwise contemplated, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Holder as a preference, fraudulent transfer, transfer at under value or otherwise (including interest that, but for the filing of a petition in bankruptcy or insolvency with respect to the Issuer, would accrue on such obligations, whether or not a claim is allowed against the Issuer for such amounts in the related bankruptcy or insolvency proceeding).

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to

A-4

judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding under Bankruptcy Law.

“Holder” means [ORIX USA Corporation], a Delaware corporation, together with its successors and assigns.

“Payment Date” means each June 30, September 30, December 31, and March 31, commencing June 30, 2016, and continuing until the payment in full of all Note Obligations.

“Person” means an individual, a partnership, a company, a limited liability company, a corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a governmental authority or any other entity.

“Principal Amount” is defined in Section 1.

“Senior Agent” means the administrative agent, trustee or collateral agent appointed under any Senior Debt Document and shall specifically include Bank of America, N.A. in its capacity as the Lender under the Senior Credit Agreement.

“Senior Debt Documents” shall mean any documents governing the terms of Senior Debt Obligations.

“Senior Debt Obligations” means the Issuer’s Obligations under the Senior Credit Agreement and any other indenture, agreement or instrument evidencing indebtedness for borrowed money, unless the indenture, agreement or instrument under which such indebtedness is incurred provides that it is (a) on parity with or subordinated in right of payment to this Note, or (b) subordinated in right of payment to the obligations under the Senior Credit Agreement, provided that in no case shall the FRAM Notes constitute Senior Debt Obligations.

“Senior Debt Parties” means each Person party to the Senior Debt Documents as a lender, and shall include, without limitation, the lender parties to the Senior Credit Agreement.

“Senior Credit Agreement” means the $75,000,000 senior credit facility to be entered into in connection with the Issuer’s public offering, by and among Houlihan Lokey, Inc., as borrower, and Bank of America, N.A., as the lender thereunder, as it may be amended, amended and restated, replaced or refinanced from time to time.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as it may be amended from time to time.

“Subsidiary” means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or

A-5

one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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EX-10.8

Exhibit 10.8

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [ · ], 2015 by and between Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”).  The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Services to the Company.  Indemnitee agrees to serve as [a director/an officer] of the Company.  Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position.  This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.  Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware.  The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [a director/an officer] of the Company.

Section 2.Definitions.   As used in this Agreement:

(a)A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)Acquisition of Stock by Third Party.  Any Person (as defined below) (other than any Beneficial Owner as of the date of this Agreement) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

(ii)Change in Board of Directors.  During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority of the members of the Board;

(iii)Corporate Transactions.  The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv)Liquidation.  The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v)Other Events.  There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(a), the following terms shall have the following meanings:

(A)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(B)“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(C)“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(b)“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(e)“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(f)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, Liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g)“Liabilities” means all claims, liabilities, damages, losses, judgments (including pre- and post-judgment interest), orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and Expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

(h)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting as director or officer of the

Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement; except one initiated by a Indemnitee to enforce his rights under this Agreement.

(i)Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3.Indemnity in Third-Party Proceedings.  The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that his conduct was unlawful.

Section 4.Indemnity in Proceedings by or in the Right of the Company.   The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in

connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6.Indemnification For Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7.Additional Indemnification.

(a)Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b)For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

i.to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

(ii)to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 8.Exclusions.  Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c)in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 9.Advances of Expenses.  Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the expenses incurred by Indemnitee in connection with any Proceeding within 30 days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest free.  Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.  The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.  This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.

Section 10.Procedure for Notification and Defense of Claim.

(a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any Proceeding.  The omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b)The Company will be entitled to participate in the Proceeding at its own expense.

Section 11.Procedure Upon Application for Indemnification.

(a)Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case:  (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such

Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.  Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b).  If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected.  If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.  In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be

made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay all Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

Section 12.Presumptions and Effect of Certain Proceedings.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)If the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) of this Agreement.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the

right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(d)Reliance as Safe Harbor.  For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise.  The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e)Actions of Others.  The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within 45 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses.  Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement.  The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced

pursuant to this Section 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Section 14.Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage

available for any such director, officer, employee or agent under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 15.Duration of Agreement.  This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as [a director/an officer] of the Company or (b) 1 year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto.  This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators.

Section 16.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 17.      Enforcement.

(a)        The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b)        This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Section 18.      Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 19.      Notice by Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.  The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 20.      Notices.   All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a)        If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b)        If to the Company to:

Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, CA 90067

Attention: J. Lindsey Alley, Managing Director

Email: LAlley@HL.com

With a copy to:

Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, CA 90067

Attention: Christopher Crain, Esq., Managing Director, General Counsel

Email: CCrain@HL.com

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21.      Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 22.      Applicable Law and Consent to Jurisdiction.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably RL&F Service Corp., One Rodney Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23.      Identical Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 24.      Miscellaneous.  Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

HOULIHAN LOKEY, INC.	INDEMNITEE
By:
Name:	Name:
Title:	Address:

EX-10.15

Exhibit 10.15

AMENDED AND RESTATED TAX SHARING AGREEMENT

This Amended and Restated Tax Sharing Agreement (this “Agreement”) is made and entered into this day of [ · ], 2015 by and among ORIX USA Corporation, a Delaware corporation  (hereinafter referred to as “Parent”), HL Transitory Merger Company, Inc., a Delaware corporation (“NewCo”), and Houlihan Lokey, Inc., a Delaware corporation (“Houlihan Lokey”) and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of Parent within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), including ORIX Commercial Alliance Corporation, a Delaware corporation (“OCAC”), ORIX Real Estate Capital, Inc., a Delaware corporation (“OREC”), and ORIX Capital Markets, LLC, a Delaware limited liability company that has elected to be treated as a C corporation for U.S. federal income tax purposes (“OCM”) (each hereinafter referred to as “Member” in the singular and/or plural, including Parent, as the context may require, and referred to as “Group” in the collective).  Signatories to this Agreement may also include any corporation that may join in the filing of a return filed on a combined, unitary or any other basis with any other Member, at the Parent’s sole discretion, and this Agreement shall apply to the extent appropriate.

RECITALS

WHEREAS, Parent, OCAC, OREC, OCM and Fram Holdings, Inc., a Delaware corporation (“Fram”) entered into an Agreement dated January 1, 2006, governing the filing of tax returns and allocation of tax liabilities and tax benefits among such parties (the “Prior Agreement”);

WHEREAS, the parties hereto wish to amend and restate the Prior Agreement in its entirety in the form of this Agreement;

WHEREAS, Houlihan Lokey, Inc., a California corporation, merged with and into Houlihan Lokey, with Houlihan Lokey as the surviving corporation and such merger intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F) (the “HL F Reorg”);

WHEREAS, Houlihan Lokey shall distribute (i) its interests in [Non-Op Asset Holdco], LLC, a Delaware limited liability company (collectively, the “Non-Operating Assets”), (ii) a subordinated promissory note issued by Houlihan Lokey with an initial principal amount of $45 million (the “HL Subordinated Note”) and (iii) a note issued by Houlihan Lokey with an initial principal amount of $[ · ] (the “HL Placeholder Note”) to HLHZ Holding Company, LLC (“HLHZ”), which thereafter shall distribute the Non-Operating Assets, HL Subordinated Note and HL Placeholder Note to Fram, which thereafter shall distribute the Non-Operating Assets, HL Subordinated Note and HL Placeholder Note to the holders of outstanding shares of vested Common Stock of Fram (collectively the “Pre-IPO Distribution”);

WHEREAS, the shareholders of Fram shall contribute all the outstanding equity interests of Fram to NewCo in exchange for shares of NewCo representing 100 percent of the outstanding shares of NewCo (the “NewCo Exchange”);

WHEREAS, immediately following the NewCo Exchange, Fram shall convert into Fram Holdings, LLC, a Delaware limited liability company (“Fram LLC”), with the NewCo Exchange and such conversion intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F) (the “Fram F Reorg”), and, immediately thereafter, HLHZ shall distribute all of the issued and outstanding shares of Houlihan Lokey to Fram LLC, which immediately thereafter shall distribute all such shares to NewCo (the “HL Distribution”);

WHEREAS, immediately following the HL Distribution, NewCo shall distribute all of the issued and outstanding limited liability company interests of Fram LLC to Parent or an affiliate thereof, to repurchase the Class A Preferred stock of NewCo held by Parent (the “OCC Distribution”);

WHEREAS, immediately following the OCC Distribution, NewCo shall merge with and into Houlihan Lokey, the separate corporate existence of NewCo shall cease and Houlihan Lokey shall continue as the surviving corporation in such merger (the “HL Merger”), with the HL Merger intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(A);

WHEREAS, the transactions contemplated hereby shall occur immediately prior to the closing of the initial public offering of Houlihan Lokey;

WHEREAS, Parent, as of this date, owns 100 percent of the issued and outstanding capital stock of OCAC, OREC and OCM, and indirectly owns more than 80 percent of the capital stock of Fram, and each Member is willing to be included in the filing of a consolidated federal income tax return for the year ended March 31, 2006 and beyond provided that Parent is willing to undertake the responsibilities regarding the preparation of, filing of and accounting with respect to such consolidated federal income tax return; and

WHEREAS, Parent and the Members each desire to compensate the other fully for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal income tax return. It is the intent and desire of the parties hereto that a method be established:

(1)for allocating the consolidated “federal income tax liability” (as determined under Treasury Regulation Section 1.1502-2) of the Group among its Members (as required by IRC Section 1552(a));

(2)for reimbursing Parent for payment of such tax liability;

(3)for compensating any Member for use of its “net operating loss”, “net capital losses”, or “tax credits” in arriving at such consolidated tax liability;

(4)to provide for the allocation and payment of any refund arising from a carryback of net operating losses, capital losses or tax credits from prior or subsequent taxable years; and

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(5)to provide for the allocation and payment of taxes relating to (i) the Pre-IPO Distribution, (ii) the assets and businesses to be distributed to Parent in the OCC Distribution (the “OCC Business”), (iii) the OCC Distribution and (iv) all other assets and businesses of Houlihan Lokey and its subsidiaries not described in clauses (i) through (iii) (collectively, the “HL Business”).

NOW, THEREFORE, in consideration of the premises and the mutual promises and undertakings hereinafter provided, Parent and each Member hereby agree as follows:

1.CONSOLIDATED RETURN ELECTION

Each Member agrees to continue to join in the filing of a consolidated federal income tax return by Parent for the fiscal year ended March 31, 2006, and for any subsequent taxable periods for which the Group is required to file such a return, or is permitted to file such a return if Parent so deems it appropriate, provided that such Member is permitted by law to join in filing such a consolidated federal income tax return for such period.  Additionally, the Members agree that for fiscal years ending prior to March 31, 2006, the relevant provisions of this Agreement will be applied retroactively (i.e., in the event of tax adjustments as set forth in Paragraph 4).  It is recognized that in certain circumstances Parent may be allowed to terminate the filing of a consolidated income tax return; any termination decision may be made at the sole discretion of Parent.  The Members agree, to the extent not already done so, to execute and file such consents and Parent agrees to execute and file such consents, including for any Member’s newly acquired wholly-owned subsidiaries, elections and other documents and to take all such other actions as may be necessary or appropriate to carry out the purpose of this Agreement.  Any period for which the Members are included in a consolidated federal income tax return filed by Parent is referred to in this Agreement as a “Consolidated Return Year.”

2.LIABILITIES FOR CONSOLIDATED RETURN YEARS

The tax liability of the Group for any tax return filed on a consolidated, combined, unitary or similar basis shall be apportioned among the Members of the group in accordance with the ratio that the portion of the consolidated, combined, unitary or similar taxable income attributable to each Member of the group having taxable income bears to the consolidated, combined, unitary or similar Group taxable income; provided, however, that, for purposes of this Paragraph 2:

(a)any income related to the OCC Business and the OCC Distribution, including, for the avoidance of doubt, any gain recognized under IRC Section 311(b) and similar provisions of state and local tax law, shall not be treated as the taxable income of Fram, NewCo, Houlihan Lokey or any of their respective subsidiaries, but shall instead be treated as the taxable income of Parent;

(b)(i) any income related to the Pre-IPO Distribution, including, for the avoidance of doubt, any gain recognized under IRC Section 311(b) and similar provisions of state and local tax law, (ii) any income of Houlihan Lokey, Fram and NewCo resulting from (x) the HL F Reorg, (y) the Fram F Reorg and (z) the HL Merger (except, in

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each case of (x), (y) and (z), any such income attributable to the OCC Business and the OCC Distribution, which income shall be allocated as described under Paragraph 2(a) hereof), and (iii) any income recognized upon the HL Distribution (except any such income recognized as a result of either HLHZ or Fram LLC, at the time of the HL Distribution, being classified as a corporation for United States federal income tax purposes) shall, in each case of (i), (ii) and (iii), be allocated to Houlihan Lokey; and

(c)any liability for amounts that are required to be withheld as a result of the Pre-IPO Distribution under applicable law shall be allocated to Houlihan Lokey.

The Members each agree to make quarterly estimated income tax payments to Parent for consolidated federal or state income taxes based on the manner in which the quarterly tax liability of the consolidated Group is apportioned among the members of the group in accordance with the ratio which that portion of the consolidated taxable income attributable to each member of the Group having taxable income bears to the consolidated taxable income.  For federal income tax purposes, the Group will apply IRC Section 1552(a)(1).

The Members further agree to remit to Parent any tentative balance due on account of their federal income tax liability no later than the unextended due date of the income tax return (i.e., the fifteenth day of the third month following the close of the tax year).  At the time of filing of the consolidated federal (or state) tax returns (i.e., no later than the 15th day of the ninth month following year end, including extensions), Members agree to remit to Parent any final balance due for the year.  All remittances to Parent will be delivered so as to be received by Parent no less than 5 business days before Parent’s required due date to pay amounts to the appropriate tax authorities, whether or not Parent has any actual liability to a particular tax authority.  Parent agrees to refund Members any tax overpayment for the year (less any amount agreed to be applied to the subsequent years estimated tax) within 45 days of the filing of the consolidated federal return for the year.  Additionally, if a Member is entitled to a payment with respect to its net operating loss, etc. (as set forth in Paragraph 3), Parent agrees to pay this amount within 45 days of the filing of the consolidated federal return for the year or, in the case of a carryback claim, within 15 days from the receipt of the applicable tax refund.  Parent further agrees to indemnify and hold harmless Houlihan Lokey and its subsidiaries, Fram and NewCo  for (i) any taxes imposed on or measured by income that is treated as allocable to Parent pursuant to this Paragraph 2 or Paragraph 5 below, (ii) any taxes imposed on or measured by income that is otherwise related to the OCC Business or the OCC Distribution and (iii) any taxes imposed on or measured by income that is not treated as allocable to Houlihan Lokey or its subsidiaries, Fram or NewCo pursuant to this Paragraph 2 or Paragraph 5 below.  Houlihan Lokey agrees to indemnify and hold harmless Parent, OCAC, OREC, OCM, Fram LLC, HLHZ and their respective subsidiaries for (x) any taxes imposed on or measured by income that is treated as allocable to Fram, NewCo, Houlihan Lokey or any of their respective subsidiaries pursuant to this Paragraph 2 or Paragraph 5 below and (y) any taxes that are allocated to Houlihan Lokey pursuant to Paragraph 2(c).

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3.TAX BENEFITS

If for any consolidated return year, any Member has a net operating loss, net capital loss, or generates a tax credit that reduces the consolidated federal tax liability of the Group (eitherfor the current year or for a prior year in the case of a carryback) below the amount that would have been payable if that Member had not incurred such loss or generated such a tax credit, Parent agrees to give the member full federal tax benefit for the amount of such reduction.  Parent will pay such tax benefit to the Member no later than the time provided for in Paragraph 2.

If part or all of an unused consolidated net operating loss, net capital loss, tax credit, or similar type item, is allocated to a Member of the Group pursuant to Treasury Regulations Section 1.1502-79, and it is carried back, if utilized, or it is carried forward, whether or not utilized, to a year in which such Member filed a separate income tax return or a consolidated federal income tax return with another group, any refund or reduction in tax liability arising from the carryback or carryforward shall be retained by such Member and such item shall not enter into the calculation of liability to or from Parent in Paragraph 2 above or this Paragraph 3.  (If such refund or reduction goes to some entity other than the Member, then it is the responsibility of such other entity to have such amount paid over to the Member.)  Notwithstanding the above, Parent shall determine whether an election shall be made not to carry back any consolidated net operating loss arising in a consolidated return year (including any portion allocated to a Member under Treasury Regulations Section 1.1502-79) in accordance with IRC Section 172(b)(3).

4.TAX ADJUSTMENTS

In the event of any adjustment to the consolidated federal income tax returns which include Parent and the Members as filed (whether by reason of an amended return, claim for refund, and audit or adjustment by the Internal Revenue Service or any taxing authority, or by proper judicial action), the liability of Parent and the Members under Paragraphs 2 and 3 shall be redetermined to give effect to any such adjustment as if it had been made as part of the original computation of tax liability, and any payment thereby required under Paragraphs 2 and 3, by Parent to the Members or by the Members to Parent, as the case may be, shall be made within a reasonable time after assessment or agreement for payments of additional tax liability is made or refunds of taxes paid are received.  Such reasonable time shall generally be five days before the payment due date or expected payment date, or five days after refunds are received and each Member’s share has been determined.

If any interest is to be paid or received as a result of a consolidated tax deficiency or refund for a taxable year, such interest shall be allocated to the parties in the ratio each party’s change in tax liability bears to the total change in tax liability.  Any penalty shall be allocated upon the basis as Parent deems just and proper in view of all applicable circumstances.

The following additional provisions shall apply in the event of an examination by the Internal Revenue Service or any other foreign, state or local tax authority (hereinafter referred to collectively as “IRS”) with respect to any tax period for which such Member filed a consolidated tax return with Parent:

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(a)It is agreed that Parent shall have the responsibility for conducting any IRS examination, provided, however, that if any such examination could adversely affect Houlihan Lokey or its subsidiaries, Parent shall (i) promptly inform Houlihan Lokeyregarding such examination, (ii) provide Houlihan Lokey with a reasonable opportunity to participate in such examination, and (iii) not effect a settlement or compromise of such matter that could adversely affect Houlihan Lokey or its subsidiaries without the consent of Houlihan Lokey, which consent shall not be unreasonably withheld.

(b)Each Member agrees that it will inform Parent promptly of all questions raised by the IRS conducting an examination of tax returns and shall cooperate with Parent’s accountants, tax advisors and counsel in working with the IRS in response to adjustments proposed by the IRS.

(c)Each Member agrees that any adjustment to its tax liability out of an examination by the IRS shall be computed on the basis of agreements reached by Parent and the IRS.

(d)Each Member hereby waives any and all present and future claims against Parent relating to any compromise, arrangement or agreement between Parent and the IRS based upon an allegation that such compromise, arrangement or agreement improperly causes an overstatement of its liability to Parent or that such Member could have reached a more favorable agreement with the IRS on a separate company basis, unless such overstatement results from gross negligence or fraudulent conduct on the part of Parent, its agents or representatives.

5.STATE, LOCAL AND FOREIGN TAXES

To the extent that Members file a state, local or foreign consolidated, combined, unitary or similar type returns with Parent and which combine Members’ items, or that the filing position of one Member may affect another Member’s tax liability, Parent may extend the provisions of this Agreement to apply to such filings when it otherwise would not apply, or choose not so to extend the provisions of this agreement, in either case when it deems reasonable after considering the effects on the Members as a whole. If such authority is undertaken by Parent, it is agreed that the concepts set forth in this Agreement will apply for purposes of allocating and determining such tax liabilities and benefits. It is understood that such authority may apply to income and franchise taxes, as well as other types of taxes that include in their determination of tax an amount representing a tax based on income. The Members understand that the treatment of items on returns requires the consistent application of tax principles. In the case of consolidated, combined or separate state or local income or franchise tax filings, Members agree to fund tax payments at the direction of Parent and may do so a manner similar to that provided for funding the consolidated federal tax payments. Parent may also fund payments on behalf of Members and seek reimbursement through normal intercompany settlements. Members agree to inform Parent promptly regarding any inquiries they receive from state, local, or foreign tax authorities.

6.PARENT’S RESPONSIBILITIES

Parent agrees that it will prepare and file timely (including any properly obtained extensions of time) all returns which are required by the IRC and Treasury Regulations (or applicable state or foreign authorities) promulgated thereunder to be filed by members of groups filing consolidated federal, foreign or state income tax returns for which both Parent and one or

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more Members is a member. Parent will pay all liabilities for federal income taxes reflected thereon and may pay certain liabilities for state or foreign income tax purposes, provided, however, that quarterly tax estimates established by the Members for the purpose of paying income taxes for any tax year and any final income tax liabilities computed under the standards set forth in this agreement shall be transferred to Parent pursuant to the provisions of Paragraph 2 herein, permitting Parent to have funds to satisfy any income taxes for which the Members would be liable.  Parent may with reasonable notice delegate this responsibility to the Members as appropriate (particularly in the case of foreign taxes or subsidiaries).

7.BOOKS AND RECORDS

Each of Parent and each Member agrees that it will prepare and maintain all books, records and accounts which are required by the IRC and Treasury Regulations promulgated thereunder (and appropriate state and foreign authorities) to be prepared or maintained by members of groups filing income tax returns with Parent including, but not limited to, all books, records and accounts with regard to intercompany transactions and earnings and profits.  For this purpose books and records include records on electronic media such as computer disks, other magnetic or electronic media, microfiche or any other storage medium.

8.SUBSIDIARIES OF MEMBERS

The determination of the pro-rata tax liability or benefit allocated to a Member for a consolidated return year will include the activity of the Member’s wholly-owned subsidiaries on the subgroup basis. Additions to or deletions from a subgroup will be made as deemed appropriate by Parent.

9.TAX LAW CHANGES

Any alteration, modification, addition, deletion, or other change in the consolidated income tax return provisions of the IRC or the Treasury Regulations thereunder shall automatically be applicable to this Agreement mutatis mutandis.

10.AVAILABILITY OF DOCUMENTS

All material, to the extent appropriate, including, but not limited to returns, supporting schedules, work papers, correspondence, and other documents relating to the consolidated federal income tax returns filed for a taxable year during which this Agreement was in effect and including Parent as a member shall be made available to any party to this Agreement during regular business hours for a minimum period equal to applicable federal record retention requirements (but in no event shall records be destroyed less than 10 years after the end of the fiscal year).

11.NEW MEMBERS

The Members hereto specifically recognize that from time to time other entities may become Members of the Group and hereby agree that such new Members may become parties to this Agreement by executing the master copy of this Agreement, or duplicate copies thereof, or by joining in the filing of the consolidated return for the year.

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12.CONTINUITY OF AGREEMENT

Failure of one or more parties hereto to qualify by meeting the definition of Member of the Group shall not operate to terminate this Agreement with respect to the other parties as long as two or more parties hereto continue so to qualify.  Any Member which leaves the Group shall continue to be bound by this Agreement with respect to tax years for which it was a Member, to the extent appropriate.

13.ATTRIBUTES AND BENEFITS OF MEMBERS THAT HAVE LEFT THE GROUP

If a Member has left the Group and has a carryback to a tax year during which it was a Member, no liability shall exist under Paragraph 3 above nor any payment be made to the former member and any benefit shall be the property of Parent, except to the extent the carryback actually reduces the consolidated federal tax liability of the Group for any year below the amount that would have been payable if that former Member did not have such a carryback.  Furthermore, Parent and each Member agree that upon leaving the group, the Member will receive no allocation of tax attributes (i.e., net operating loss carryovers, etc.) except to the extent agreeable by Parent or required to be allocated to the Member under the IRC or Treasury Regulations.  Similarly, no allocation of state tax attributes shall be made to departing Members upon leaving the Group, except to the extent agreeable by Parent or required to be allocated to the Member under state tax rules and regulations.

14.TAX TREATMENT OF REORGANIZATIONS

The parties hereto intend that (i) the HL F reorg be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F), (ii) the Fram F Reorg be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F), and (iii) the HL Merger be treated as a reorganization within the meaning of IRC Section 368(a)(1)(A).  No party hereto shall take any action, or fail to take any action, which is inconsistent with such treatment, unless required by a final “determination” within the meaning of IRC Section 1313(a).  In pursuance of the foregoing, and except as provided in the preceding sentence, the parties will report the HL F Reorg as a reorganization within the meaning of IRC Section 368(a)(1)(F), the Fram F Reorg as a reorganization within the meaning of IRC Section 368(a)(1)(F), and the HL Merger as a reorganization within the meaning of IRC Section 368(a)(1)(A), and in each case will comply with all reporting and recordkeeping obligations of such reorganization as set forth in the IRC and the Treasury Regulations promulgated thereunder, including the recordkeeping and information filing requirements of Treasury Regulation Section 1.368-3.

Parent represents that HLHZ is treated as an entity that is disregarded as separate from its owner for all applicable income tax purposes.  Parent shall cause Fram to convert into Fram LLC pursuant to Section 18-214 of the Delaware Limited Liability Company Act, effective after the NewCo Exchange but prior to the HL Distribution, and represents that upon the effectiveness of such conversion, Fram LLC is treated as an entity that is disregarded asseparate from its owner for all applicable income tax purposes.  No party hereto shall take any action, or fail to take any action, which is inconsistent with such treatment of HLHZ and Fram LLC, unless required by a final “determination” within the meaning of IRC Section 1313(a).

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15.BINDING EFFECT

This Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, to any of the parties thereto to the same extent as if such successor had been an original party to this Agreement; but no assignment shall relieve any party’s obligations hereunder without the written consent of the other parties to this Agreement.  Although it is intended that this agreement have as signatories all Members that are eligible to be signatories, any omission shall not have any effect on the binding nature of this Agreement as to the signatories thereto.

16.CONSTRUCTION

This agreement is to be construed in furtherance of the concepts embodied herein and if in the administration of it any provision is inconsistent therewith, then it shall be administered consistent with such concepts.  The Controller of Parent shall make determinations and apply the provisions of this Agreement in a manner that results in its appropriate application.  Any ambiguities shall be resolved without regard to which party drafted the Agreement.

17.DISPUTES

A dispute or difference between the Members with respect to the operation or interpretation of this Agreement shall be decided by Parent in a reasonable manner based upon a good faith interpretation of this Agreement and after giving consideration to the benefits and burdens of any such decision on the affected Members.  Any decision so made by Parent shall be final and binding to all Members to this Agreement.

18.GOVERNANCE LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19.AMENDMENTS

This Agreement may be amended by the Parent without the consent of any Member if the effect of the amendment is to increase the tax payments to any Member (other than Parent) under this Agreement.

20.TAX TREATMENT OF PAYMENTS

All payments made hereunder by Parent to NewCo, Houlihan Lokey or their subsidiaries, on the one hand, and all payments made by NewCo, Houlihan Lokey or their subsidiaries to Parent, on the other hand, in each case when made after NewCo, Houlihan Lokey or their subsidiaries, as applicable, have ceased to be Members, shall be treated as having been madeimmediately prior to when NewCo, Houlihan Lokey or their subsidiaries, as applicable, ceased to be Members.

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21.ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and terminate all prior agreements and understandings, both written and oral.

22.SEVERABILITY

In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable.  In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

23.WAIVER

Neither the failure nor any delay on the part of any party to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

24.SUCCESSORS AND ASSIGNS

All provisions of the Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

25.NO THIRD-PARTY BENEFICIARIES

This Agreement is solely for the benefit of the parties to this Agreement and their respective affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement.

26.HEADINGS; REFERENCES

The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All references herein to “Paragraphs” shall be deemed to be references to Paragraphs hereof unless otherwise indicated.

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27.COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument.

28.PREDECESSORS AND SUCCESSORS

To the extent necessary to give effect to the purposes of this Agreement, any reference to any corporation or other entity shall also include any predecessors or successors thereto, by operation of law or otherwise.

29.SPECIFIC PERFORMANCE

The parties hereto acknowledge and agree that irreparable damages will result if this Agreement is not performed in accordance with its terms, and each party agrees that any damages available at law for a breach of this Agreement would not be an adequate remedy.  Therefore, to the full extent permitted by applicable law, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith.

30.FURTHER ASSURANCES

Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.  Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental authority (including any regulatory or administrative agency, commission or similar authority) and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

31.SETOFF

All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

32.EXPENSES

Except as specifically provided in this Agreement, each party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

ORIX USA Corporation

ORIX Commercial Alliance Corporation and subsidiaries

ORIX Real Estate Equities, Inc. and subsidiaries

ORIX Capital Markets, LLC and subsidiaries

HL Transitory Merger Company, Inc. and subsidiaries

Houlihan Lokey, Inc. and subsidiaries

Signature Page to Tax Sharing Agreement

EX-10.16

Exhibit 10.16

CASH MANAGEMENT AGREEMENT

THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) is entered into on                           , 2015, by and between Houlihan Lokey Capital (Holdings) Ltd., a UK private limited company (“HL UK”), and ORIX Global Capital, Ltd., a UK private limited company (“OGC”).

WITNESSETH:

WHEREAS, HL UK desires to from time to time advance its cash to OGC, and may demand repayment of some or all of the balance of such advanced amounts as necessary for cash management purposes; and

WHEREAS, in furtherance thereof HL UK and OGC desire to enter into this Agreement whereby HL UK may from time to time advance funds to OGC in the amount of up to USD $150 million on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, undertakings, representations and warranties set forth herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby mutually acknowledged, the parties hereto agree as follows:

ARTICLE 1  — DEFINED TERMS

Certain capitalized terms used but not otherwise defined in this Agreement are defined in the Glossary of Defined Terms attached as Exhibit A. Unless otherwise expressly provided or unless the context otherwise requires, such defined terms shall have the meaning specified in the Glossary of Defined Terms or in this Agreement and in any other document related to this transaction which expressly incorporates such Glossary or this Agreement by reference.

ARTICLE 2  — COMMITMENT

2.1Commitment and Use. Subject to the terms and conditions of this Agreement, during the term of this Agreement, HL UK may advance funds to OGC (each an “Advance”, and collectively, the “Advances”), and OGC may accept such Advances in an aggregate amount not to exceed USD $150 million at any time outstanding (“Commitment”).

2.2Terms.

All Advances under the Commitment shall be subject to the following conditions:

(a)at any time HL UK may deliver to OGC a request to accept an Advance hereunder in any amount (subject to Section 2.2(d) below), which request  must be delivered at least three (3) Business Days prior to the date of the intended Advance;

(b)the intended Advance shall be made by HL UK only if OGC agrees to accept such Advance;

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(c)no Advance shall be made to the extent that an Event of Default shall exist and be continuing (which, to the extent it may be remedied, has not been remedied to the satisfaction of the parties hereto) on the date of the intended Advance;

(d)such Advance shall only be in a multiple of USD $100,000;

(e)no Advance, when aggregated with all previous Advances still outstanding, shall cause the total outstanding aggregate amount of all Advances to exceed the Commitment.

2.3Term of this Agreement. The term of this Agreement shall run from the date hereof until the earliest of (i) the Maturity Date, and (ii) the date on which obligations under this Agreement become due and payable pursuant to Section 5.6(a) or otherwise.

ARTICLE 3  — THE ADVANCES

3.1The Advances. Subject to the provisions of Section 2.2, HL UK shall make Advances under the Note. OGC’s obligations with respect to the Advances will be evidenced and established by this Agreement and the Note; however, in the event of any conflict or inconsistency between the terms of this Agreement and the Note, the terms of the Note shall prevail. Monies representing Advances made under this Agreement may be advanced, withdrawn and re-advanced (where offered by HL UK), provided that the aggregate outstanding amount of the Advances shall be paid in full on or before the Termination Date.

3.2Note. The obligation of OGC to repay the Advances shall be evidenced by the Note, which Note shall: (a) be dated as of even date herewith; (b) be in the original aggregate amount not to exceed the Commitment; (c) bear interest in respect of amounts outstanding under any Advance for the period from the date of the making of the relevant Advance until the Advance is repaid in full at the rate(s) set forth in Section 3.3; (d) be payable as to interest on each Payment Date; (e) be payable as to the Advance balances as set forth in Section 3.5; (f) be entitled to the benefits of this Agreement; and (g) be substantially in the form of Exhibit B attached hereto, with blanks appropriately completed in conformity herewith.

3.3Interest. Subject to Section 3.4 below, with respect to each Advance, the Advances shall bear interest on the outstanding balance at a per annum rate equal to the monthly London Interbank Offer Rate as published in the Wall Street Journal two (2) Business Days prior to the commencement of the applicable Interest Period (“LIBOR Rate”) plus 165 basis points (any such rate, subject to the terms hereof, the “Interest Rate”). The Interest Rate shall be reset on the first Business Day of each calendar month. OGC will make interest payments on the outstanding aggregate amount of the Advances either (a) one month in arrears on each Payment Date and upon payment in full of the outstanding aggregate amount (whether by acceleration, stated maturity or otherwise), or (b) if the total aggregate amount of all Advances (plus interest accrued and added to the aggregate amount outstanding in accordance with this Section 3.3(b)) outstanding would not exceed the Commitment, OGC may elect to add interest accruing on the Advances on any given

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Payment Date to the aggregate amount outstanding thereunder. Interest will be calculated daily on the basis of a 360 day year on aggregate amounts outstanding under the Advances for the actual number of days elapsed.

3.4Default Interest Rate. If any payment of any amount payable hereunder or under any other Cash Management Document is not paid when due, whether on the scheduled Payment Date, the Termination Date, or any other date including as a result of acceleration of the Advances upon an Event of Default, then the amount then due and unpaid shall thereafter bear interest until paid at a rate (“Default Interest Rate”) per annum (based on a 360 day year, actual days elapsed) equal to the applicable Interest Rate plus two percent (2%) per annum, and such accrued interest at the Default Interest Rate shall be due and payable by OGC on demand by HL UK.

3.5Repayment.

(a)All outstanding Advances shall be repaid in full on the Termination Date.

(b)Notwithstanding the provisions of sub-clause (a) above, HL UK may require prepayment of all or any portion of the outstanding Advances (and for partial prepayment, in integral multiples of USD $100,000) at any time and from time to time by sending to OGC notice of prepayment at least five (5) Business Days prior to the date of prepayment. Any amounts prepaid may be re-advanced (where monies representing prepaid Advances are so offered by HL UK) during the term of this Agreement.

(c)OGC may optionally prepay any outstanding Advances in whole or in part (in integral multiples of USD $100,000 each in part) at any time and from time to time by sending to HL UK notice of optional prepayment. Any notice of optional prepayment shall (i) specify the proposed prepayment amount, (ii) specify the proposed prepayment date, which shall be a Business Day, and (iii) be delivered to HL UK at least five (5) Business Days prior to the proposed prepayment date. Any amounts prepaid may be re-advanced (where monies representing prepaid Advances are so offered by HL UK) during the term of this Agreement.

(d)If at any time the balance of Advances outstanding hereunder exceeds the Commitment, OGC shall immediately repay the amount of such excess as a prepayment of the Advances after providing notice to HL UK.

3.6Payment Procedure. Except as specifically set forth in this Agreement, all payments made by OGC under the Note or this Agreement relative to the Advances shall be made by wire transfer to a bank account specified by HL UK. Provided that no Event of Default shall have occurred and be continuing, the amount of all such payments received by HL UK from OGC shall be applied by HL UK, first, against all costs and expenses incurred by HL UK under this Agreement; second, against accrued but unpaid interest on the outstanding Advances; and third, against the unpaid balance of the outstanding Advances. If an Event of Default shall have occurred and be continuing, payments received by HL UK shall be applied in HL UK’s sole discretion.

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ARTICLE 4  — COVENANTS AND REPRESENTATIONS

4.1Payment and Performance of Obligations. OGC covenants and agrees that, from the date of this Agreement until its payment and performance in full of all of the Obligations, OGC shall, unless HL UK shall otherwise consent in writing, pay and perform all Obligations arising under, and in accordance with, the terms of this Agreement, the Note and the other Cash Management Documents.

4.2Representations and Warranties. OGC represents and warrants, on the date of this Agreement and on each date an Advance is made:

(a)all necessary corporate and other action has been taken to authorize it to enter into this Agreement, the Note and the Cash Management Documents and to perform the transactions contemplated in them;

(b)no limit on its powers or those of its directors will be exceeded as a result of any Advance made pursuant to this Agreement;

(c)it has materially complied with the terms of this Agreement and no Event of Default has occurred and is continuing; and

(d)its obligations under this Agreement, the Note and the Cash Management Documents are legal, valid, binding and enforceable, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

ARTICLE 5  — DEFAULTS AND REMEDIES

The occurrence of any of the events specified in Sections 5.1 to 5.5 (inclusive) hereof shall constitute an “Event of Default”.

5.1Payment Hereunder. OGC shall fail to make payment of any amount when due under the Note, or a default shall be made in the payment of any other part of the Obligations as and when the same shall be due and payable, and five (5) Business Days have expired following OGC’s receipt of written notice of such default from HL UK.

5.2Observance of Terms Hereunder. (i) A default in the due observance or performance of any term, covenant, condition or agreement on the part of OGC to be observed or performed pursuant to the terms of this Agreement, the Note, or any other Cash Management Document if such default (other than a default with respect to the payment of any amount due to HL UK under Section 5.1) shall have occurred and continued for thirty (30) days, or (ii) any representation or warranty set out herein or in the Note or other Cash Management Document proves to have been untrue in any material respect when made, repeated or deemed made.

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5.3Voluntary Actions. OGC shall:

(a)apply for or consent to the appointment of an administrator, receiver, trustee or liquidator for itself or any of its properties or assets;

(b)admit in writing the inability to pay its debts as they fall due;

(c)make a general assignment for the benefit of creditors or enter into any composition, compromise, assignment or arrangement, with one or more of its creditors to reschedule any of its indebtedness (because of actual or anticipated financial difficulties);

(d)suffer an order for relief to be entered against it or be declared to be insolvent; or

(e)file a voluntary petition in bankruptcy, or a petition seeking reorganization or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, insolvency or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or if action shall be taken by OGC for the purpose of effecting any of the foregoing.

5.4Involuntary Actions. Upon the expiration of sixty (60) days after the filing of any involuntary petition against OGC for its winding-up or the appointment of an administrator, receiver, trustee, liquidator or similar relief in respect thereof, in either case without the petition being dismissed prior to that time, or an order, judgment or decree shall be entered, without the application, approval or consent of OGC by any court of competent jurisdiction approving a petition seeking a reorganization of OGC or of all or a substantial part of the properties or assets of OGC or appointing an administrator, receiver, trustee or liquidator or similar official for OGC and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days or more.

5.5Invalidity of Guaranty.  The Guaranty shall for any reason (other than pursuant to the terms thereof) cease to be valid and binding on or enforceable against Guarantor, or Guarantor shall so state in writing or Guarantor shall so assert in any pleading filed in any court.

5.6Remedies.

(a)Subject to Section 5.6(b) below, if an Event of Default occurs, all amounts outstanding under the Note and all other Obligations shall become immediately due and payable, both as to the Advance balances and the interest thereon, in each case without any action by HL UK and without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything to the contrary contained herein or in any other Cash Management Document.

(b)If an Event of Default occurs, then at any time thereafter during the continuance of such Event of Default, HL UK may, by written notice to OGC, waive its rights

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to immediate repayment and declare the Note not to be immediately due and payable, notwithstanding anything to the contrary contained herein or in any other Cash Management Document, at which point the Event of Default shall be deemed waived.

5.7Notification. OGC shall promptly notify HL UK of any circumstances which constitute or which given the elapse of time are likely to result in an Event of Default hereunder.

ARTICLE 6  — MISCELLANEOUS

6.1Notices. Any notice or other communication required or permitted under this Agreement or any other Cash Management Document shall be in writing via certified, registered or expedited mail or via e-mail, and shall be delivered or transmitted to the appropriate address as set forth below.

If to HL UK:

Houlihan Lokey Capital (Holdings) Ltd.

10250 Constellation Boulevard, 5th floor

Los Angeles, CA 90067

Attention: Vice President of Finance

E-mail: etaniguchi@HL.com

If to OGC:

ORIX Global Capital, Ltd.

20-22 Bedford Row

London WC1R 4JS

United Kingdom

Attention: Secretary

E-mail:ron.barger@orix.com

ryan.farha@orix.com

treasury@orix.com

In each case with a copy to:

Houlihan Lokey, Inc.

10250 Constellation Boulevard, 5th floor

Los Angeles, CA 90067

Attention: General Counsel

E-mail: ccrain@HL.com

6.2Survival of Covenants, Etc. All covenants, agreements, representations and warranties made herein, the Note and the other Cash Management Documents, and all certificates delivered and to be delivered pursuant hereto, shall survive the making by HL UK of the Advances and the execution and delivery to HL UK of the Cash Management Documents, and the termination date of this Agreement, and shall continue in full force and effect so long as any part of the Obligations is outstanding, unpaid or unperformed.

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Whenever in this Agreement any of the parties hereto are referred to, such reference shall be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of OGC which are contained in this Agreement shall bind and inure to the benefit of the successors and assigns of HL UK.

6.3Law Governing and Consent to Venue. This Agreement and the Note (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit for all purposes to the exclusive jurisdiction of the English Courts in connection with any dispute or claim arising out of or in connection with this Agreement and the Note or their subject matter or formation (including non-contractual disputes or claims).

6.4Non-Waiver. Neither any failure nor any delay on the part of HL UK in exercising any right, power or privilege hereunder, under the Note or under any of the other Cash Management Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege, nor shall any course of dealing between OGC and HL UK operate as a waiver of any right or rights of HL UK.

6.5Modification, Amendment, Etc. No modification or amendment of any provision of this Agreement, the Note, or any of the other Cash Management Documents shall in any event be effective unless the same shall be in writing and signed by HL UK and OGC. No waiver or consent to any departure by a party hereto of any provision of this Agreement, the Note or any of the other Cash Management Documents shall in any event be effective unless the same shall be in writing and signed by the other party and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on a party in any case shall entitle the other party to any other or further notice or demand in the same, similar or other circumstance.

6.6Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute but one agreement. This Agreement shall be effective when counterparts which, when taken together, bear the signature (including execution by facsimile or electronic means (including a pdf)) of all parties hereto, shall have been delivered to and received by HL UK and OGC.

6.7Entirety and Headings. This Agreement, the Note and the other Cash Management Documents contain the entire agreement between OGC and HL UK with respect to the subject matter hereof and replace any prior or contemporaneous understandings and agreements, oral or written, between the parties. No representation, warranty, modification, alteration or agreement shall affect this Agreement, unless made in writing and executed with the same formalities as this Agreement. The paragraph headings do not form a part of this Agreement, but are for convenience only and shall not limit or affect in any way the meaning of its provisions.

6.8Right to Defend. HL UK shall have the right, at OGC’s sole cost and expense, to appear in or defend any action or proceeding in which HL UK is named or joined or that otherwise purports to affect the rights or duties of the parties hereunder and in connection

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therewith pay out of the proceeds of the Advances and/or recover from OGC all necessary costs and expenses (including reasonable attorneys’ fees), with counsel reasonably satisfactory to HL UK.

6.9Indemnification. OGC hereby agrees to protect, indemnify, defend and hold harmless HL UK from and against any and all liability, expense or damage of any kind or nature from any third party suits, claims or demands, including reasonable lawyers’ fees and expenses, on account of any matter or thing, whether in suit or not, arising out of any breach by it of this Agreement, the Note or the other Cash Management Documents, other than taxes (which shall be governed exclusively by Section 6.12 hereof).

6.10No Obligation to Third Parties. Any term, provision or condition of this Agreement to the contrary notwithstanding, HL UK has not, and by the execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of OGC. Any term or condition hereof permitting HL UK to disburse funds, whether from the proceeds of the Note or otherwise, or to take or refrain from taking any action with respect to OGC, shall be deemed to be solely for the benefit of HL UK and may not be relied upon by any other Person. A Person who is not a party to this agreement cannot enforce, or enjoy the benefit of, any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

6.11No Fiduciary Obligations.  For the avoidance of doubt, OGC is not, and shall not be deemed to be, acting as an agent or fiduciary of HL UK under the Cash Management Policy or otherwise, and shall have no fiduciary or other obligations to HL UK with regard to the use of amounts advanced under this Agreement, other than the obligation to repay upon demand pursuant to Section 3.5 hereof.

6.12Tax Matters.

(a)If OGC shall be required by law to deduct any Covered Taxes from or in respect of any sum payable under this Agreement or the Note such sum shall be increased as may be necessary so that, after making all such deductions, HL UK receive an amount equal to the sum they would have received had no such deduction for Covered Taxes been made.  If OGC shall be required by law to deduct or withhold any taxes other than Covered Taxes from or in respect of any sum payable hereunder, HL UK shall be treated for all purposes of this Agreement and the Note as having received any such amounts so deducted or withheld.

(b)If HL UK is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement or the Note, HL UK shall deliver to OGC, at the time or times reasonably requested by OGC, such properly completed and executed documentation reasonably requested by OGC as will permit such payments to be made without withholding or at a reduced rate of withholding or to determine whether or not HL UK is subject to backup withholding or information reporting requirements, including, without limitation, an appropriate Internal Revenue Service Form W-8.

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(c)If a payment made to HL UK under this Agreement or the Note would be subject to U.S. federal withholding tax imposed by FATCA if HL UK were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), HL UK shall deliver to OGC at the time or times prescribed by law and at such time or times reasonably requested by OGC such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by OGC as may be necessary for OGC to comply with its obligations under FATCA and to determine that HL UK has complied with HL UK’s obligations under FATCA or to determine the amount to deduct and withholding from such payment.

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IN WITNESS WHEREOF, HL UK and OGC have executed this Agreement as of the date first written above.

HOULIHAN LOKEY CAPITAL (HOLDINGS)
LTD.

By:

Name:

Title:

ORIX GLOBAL CAPITAL, LTD.

By:

Name:

Title:

EXHIBIT A

GLOSSARY OF DEFINED TERMS

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in London, England are authorized or required by law to close.

“Cash Management Documents” means this Agreement, together with all Exhibits and Schedules hereto and all other documents and instruments, now or hereafter executed by or on behalf of OGC or the Guarantor in favour of HL UK in connection with this Agreement, including any and all promissory notes (including the Note), security agreements, financing statements, or other documents or instruments, and any and all modifications or extensions or supplements to or replacements for, in whole or in part, any of the foregoing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Covered Taxes” means any tax of any kind, but excluding (a) franchise taxes, branch profits and taxes imposed on or measured by the net income or receipts of HL UK under the law of any jurisdiction, (b) any such withholding tax that is in effect and would apply to a payment to HL UK at the time HL UK becomes a party to this Agreement, (c) taxes attributable to HL UK’s failure to comply with Section 6.12(b) or Section 6.12(c) and (d) any amounts required to be withheld under FATCA.

“Event of Default” means any of the events specified in Sections 5.1 to 5.5 hereof inclusive, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Guarantor” means ORIX USA Corporation.

“Guaranty” means the Guaranty, dated as of the date hereof, executed by Guarantor in favor of HL UK, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Interest Period” means (a) initially, the period commencing on the date hereof and ending on the last day of the immediately following calendar month; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the following calendar month; provided that, in each of the case of clauses (a) and (b), (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a

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calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the date on which Advances hereunder are repaid in full.

“Maturity Date” means the date two years after the date of this Agreement.

“Note” means that certain Promissory Note executed by OGC for the benefit of HL UK, a copy of which is attached hereto as Exhibit B.

“Obligations” means all indebtedness, obligations and liabilities (including extensions and renewals thereof) of OGC to HL UK of every kind and description, direct or indirect, now existing or hereafter arising, due or to become due, absolute or contingent, arising under, and in accordance with, the terms of this Agreement, the Note and the other Cash Management Documents, including all costs and expenses incurred in the collection of the same.

“Payment Date” means the first Business Day of each calendar month, commencing on the first day of the month following the date of this Agreement, and continuing monthly until the full amount of the Advances are repaid in accordance with this Agreement and the Note (whether by acceleration or otherwise).

“Person” means an individual, a partnership, a limited liability company, a corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a governmental authority or any other entity.

“Termination Date” means the earliest of (a) the Maturity Date, (b) date of the termination of the Agreement by either party upon notice pursuant to Section 2.3 and (c) the date on which obligations under this Agreement become due and payable pursuant to Section 5.6(a) or otherwise.

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EXHIBIT B

PROMISSORY NOTE

London, England

Section 1.FUNDAMENTAL PROVISIONS

The following terms will be used as defined terms in this Promissory Note (as it may be amended, modified, extended and renewed from time to time, the “Note”):

Promissee:	Houlihan Lokey Capital (Holdings) Ltd., a company incorporated in England. (“HL UK”)
Promissor:	ORIX Global Capital, Ltd., a company incorporated in England. (“OGC”)
Credit Balance: Amount:	Up to an aggregate of USD one hundred and fifty million dollars ($150,000,000).
Interest Rate:	Each Advance shall bear interest on the outstanding principal balance at a per annum rate equal to LIBOR Rate plus 165 basis points (any such rate, subject to the terms hereof, the “Interest Rate”). The Interest Rate shall be reset on the first Business Day of each calendar month. OGC will make interest payments on the aggregate outstanding amount of the Advances either (a) one month in arrears on each Payment Date and upon payment in full of the outstanding amount (whether by acceleration, stated maturity or otherwise) on the Termination Date, or (b) if the total amount of all Advances (plus interest accrued and added to the amount outstanding in accordance with Section 3.3(b) of the Cash Management Agreement) outstanding would not exceed the Commitment, OGC may elect to add interest accruing on such Advances on any given Payment Date to the balance outstanding thereunder. Interest will be calculated daily on the basis of a 360 day year on balance outstanding under the Advances for the actual number of days elapsed.
Maturity Date:	The date two years after the date of the Cash Management Agreement.
Termination Date:	The earliest of (a) the Maturity Date, (b) date of the termination of the Cash Management Agreement by either party upon notice pursuant to Section 2.3 of the Cash Management Agreement and (c) the date on which obligations under the Cash Management Agreement and this Note become due and payable pursuant to Section 5.6(a) of the Cash Management Agreement or otherwise.

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Business Day:	Any day of the year other than Saturdays, Sundays and legal holidays on which commercial banks in London, England are authorized or required to be closed.
Cash Management Documents:	The Cash Management Agreement, the Guaranty, this Note and any other documents securing the repayment of the Note.
Advances:	The Advances from HL UK to OGC in the aggregate amount and evidenced by this Note.
Cash Management Agreement:	The Cash Management Agreement of even date herewith by and between OGC and HL UK.
Defined Terms:	Defined terms used but not otherwise defined in this Note shall have the meanings ascribed to such terms in the Cash Management Agreement.

Section 2.PROMISE TO PAY.

For value received, OGC promises to pay to the order of HL UK, in accordance with the payment procedure set forth in Section 3.6 of the Cash Management Agreement, the outstanding aggregate amount of the outstanding Advances, together with accrued interest from the date of disbursement of an Advance on the unpaid balance at the applicable Interest Rate for such Advance.

Section 3.INTEREST; PAYMENTS.

(a)Subject to Section 3(d) below, from the date hereof, interest shall accrue on the unpaid balance of this Note at the applicable Interest Rate (“Interest”).

(b)Subject to Section 3.3(b) of the Cash Management Agreement, all accrued but unpaid Interest on the unpaid Advance balances shall be payable one month in arrears on or before the first Business Day of each month, commencing on the first day of the month following the date of this Note and continuing through and including the final payment in full of the aggregate amount of the Advances (“Payment Date”).

(c)OGC shall make payment of all unpaid Advance balances, interest, and any other amounts due hereunder on the Termination Date, in same day funds, not later than 4:00 p.m. (London time). If any payment of Advance balances and interest to be made by OGC hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing the interest in such payment.

(d)If any payment of Advance balances or interest or any other amount payable hereunder or under any other Cash Management Document is not paid when due, whether on the scheduled Payment Date, the Termination Date or any earlier date as a result of acceleration of this Note after an Event of Default, then the amount then due and unpaid shall thereafter bear interest until paid at a rate (“Default Interest Rate”)

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per annum (based on a 360 day year, actual days elapsed) equal to the applicable Interest Rate plus two percent (2%) per annum, and such accrued interest at the Default Interest Rate shall be due and payable by OGC on demand by HL UK.

Section 4.PREPAYMENTS.

OGC may prepay the outstanding balance of the Advances (or any part thereof), as provided for in the Cash Management Agreement.

Section 5.LAWFUL MONEY.

The aggregate amount of the Advances and interest thereon are payable in lawful money of the United States.

Section 6.APPLICATION OF PAYMENTS.

Provided that no Event of Default shall have occurred and be continuing, the amount of all such payments received by HL UK hereunder from OGC shall be applied by HL UK, first, against all costs and expenses incurred by HL UK hereunder; second, against accrued but unpaid interest on the outstanding Advances; and third, against the unpaid balance of the Advances. If an Event of Default shall have occurred and be continuing any payments received by HL UK after the occurrence of an Event of Default, shall be applied to the amounts specified in this Section 6 in such order as HL UK may, in its sole discretion, elect.

Section 7.WAIVER.

OGC hereby waives demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonour, and notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for in the Cash Management Documents and agreed to in writing by HL UK) and expressly agrees that, without in any way affecting the liability of OGC, the holder hereof may by notice in writing extend any maturity date or the time for payment of any installment due hereunder, otherwise modify the Cash Management Documents, accept additional security, release any Person liable, and release any security or guaranty. OGC waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defence.

Section 8.LAWYERS’ FEES.

If this Note is not paid when due or if any Event of Default occurs, OGC promises to pay all costs of enforcement and collection and preparation therefor, including but not limited to, reasonable lawyers’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including without limitation, all such costs incurred in connection with any bankruptcy, receivership or other court proceedings (whether at the trial or appellate level).

Page B-3

Section 9.SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

Section 10.HEADINGS.

Headings at the beginning of each numbered Section of this Note are intended solely for convenience and are not part of this Note.

Section 11.APPLICABLE LAW.

Any dispute of claim relating to this Note (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit for all purposes to the exclusive jurisdiction of the English Courts in connection with any dispute or claim arising out of or in connection with this Note or its subject matter or formation (including non-contractual disputes or claims).

Section 12.INTEGRATION.

The Cash Management Documents contain the complete understanding and agreement of the holder hereof and OGC and supersede all prior representations, warranties, agreements, arrangements, understandings and negotiations.

Page B-4

Executed and delivered as a Deed this            day of                  , 2015.

ORIX GLOBAL CAPITAL, LTD.

By:

Name:

Title:

Witnessed by:

Name:

Address:

Page B-5

CONFIDENTIAL

GUARANTEE AGREEMENT

dated as of

July [·], 2015

among

ORIX USA CORPORATION

and

HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.

TABLE OF CONTENTS

_________________

	Page
SECTION 1. Definitions	1
SECTION 2. Guarantee by ORIX	1
SECTION 3. General Representations and Warranties	3
SECTION 4. Fees and Expenses; Indemnification	4
SECTION 5. Notices	4
SECTION 6. No Waiver; Enforceability	4
SECTION 7. Condition of Borrower	5
SECTION 8. Successors and Assigns	5
SECTION 9. Amendments and Waivers	5
SECTION 10. APPLICABLE LAW	5
SECTION 11. WAIVER OF JURY TRIAL	5
SECTION 12. Jurisdiction; Consent to Service of Process	6
SECTION 13. Severability	6
SECTION 14. Counterparts	7
SECTION 15. Headings	7
SECTION 16. Conflicts	7

GUARANTEE AGREEMENT dated as of July [·], 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), between ORIX USA Corporation, a Delaware corporation (“ORIX”), and Houlihan Lokey Capital (Holdings) Ltd., a UK private limited Company (“HL UK”).

Reference is made to the Cash Management Agreement entered into on July [·], 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Cash Management Agreement”), by and between HL UK and ORIX Global Capital, Ltd., a UK private limited company  (“OGC”).

HL UK has agreed to make advances to OGC pursuant to, and upon the terms and conditions specified in, the Cash Management Agreement.  The obligations of the HL UK to make advances to OGC are conditioned upon, among other things, the execution and delivery of this Agreement by ORIX.  ORIX is an affiliate of OGC, will derive substantial benefits from the making of advances to OGC pursuant to the Cash Management Agreement and is willing to execute and deliver this Agreement in order to induce HL UK to extend such credit.

Accordingly, the parties hereto agree as follows:

SECTION 1.  Definitions.

(a)     Terms Defined in Cash Management Agreement.  Terms defined in the Cash Management Agreement and not otherwise defined in subsection (b) of this Section 1 have, as used herein, the respective meanings provided for therein.

(b)     Additional Definitions.  The following additional terms, as used herein, have the following meanings:

“Cash Management Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Guarantee” means, with respect to ORIX, its guarantee of the Guaranteed Obligations under Section 2.

“Guaranteed Obligations” means the Obligations.

SECTION 2.  Guarantee by ORIX.

(a)     Guarantees.  ORIX absolutely and unconditionally guarantees as a guarantee of payment and performance and not merely as a guarantee of collection, payment and performance of all Guaranteed Obligation (whether at stated maturity, upon acceleration or otherwise).

(b)     Guarantees Unconditional.  Except as otherwise expressly provided herein, the obligations of ORIX under its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i)         any extension, renewal, settlement, compromise, waiver, discharge or release in respect of any Obligation, by operation of law or otherwise;

(ii)        any discharge, release, impairment, non-perfection or invalidity of any future direct or indirect security for any Obligation;

(iii)       any change in the corporate existence, structure or ownership of ORIX, OGC, or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any ORIX, OGC, or any other Person or any of their assets or any resulting release or discharge of any Guaranteed Obligation hereunder;

(iv)       the existence of any claim, set-off or other right that ORG or ORIX may have at any time against HL UK; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(v)        any invalidity or unenforceability relating to or against ORIX, OGC or any other Person for any reason hereunder, or any provision of applicable law or regulation purporting to prohibit the payment of any Guaranteed Obligation by ORIX, OGC or any other Person;

(vi)       any other act or omission to act or delay of any kind by ORIX, OGC, HL UK or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vi), constitute a legal or equitable discharge of or defense to any obligation of ORIX hereunder.

(c)     Termination.  This Agreement is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Agreement are indefeasibly paid and performed in full and any commitments of HL UK with respect to the Guaranteed Obligations are terminated (in each case, other than contingent indemnification, cost, expense and expense reimbursement obligations as to which no claim has been asserted).  If at any time any payment of a Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of ORIX or otherwise, the Agreement shall be reinstated with respect thereto as though such payment had been due but not made at such time.

(d)     Waiver by Guarantors.  ORIX irrevocably waives acceptance hereof and of the extension or continuation of the Guaranteed Obligations or any part thereof.  ORIX further waives presentment, demand, protest and any notice not expressly provided for herein, as well as any requirement that at any time any action be taken by any Person against ORIX, OGC or any other Person.

(e)     Subrogation.  To the extent that ORIX makes a payment with respect to a Guaranteed Obligation hereunder it shall be subrogated to the rights of the payee against OGC with respect to such payment; provided that ORIX shall not exercise any right of subrogation, contribution or similar rights with respect to such payment until all

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Guaranteed Obligations and any other amounts payable under this Agreement are indefeasibly paid and performed in full and any commitments of HL UK with respect to the Guaranteed Obligations are terminated. If any amounts are paid to ORIX in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of HL UK and shall forthwith be paid to HL UK to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

(f)      Exhaustion of Other Remedies Not Required.  The obligations of ORIX hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations.  ORIX waives diligence by HL UK and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring HL UK to exhaust any right or remedy or to take any action against OGC, any other guarantor or any other person, entity or property before enforcing this Guaranty against ORIX.

(g)     Stay of Acceleration.  If acceleration of the time for payment or performance of any Guaranteed Obligation by OGC is stayed by reason of the insolvency or receivership of OGC or otherwise, all Guaranteed Obligations otherwise subject to acceleration hereunder shall nonetheless be payable ORIX forthwith on demand by HL UK.

(h)     No Setoff or Deductions; Taxes.  All payments by ORIX hereunder shall be subject to Section 6.12 of the Cash Management Agreement, it being understood that references to OGC therein shall mean ORIX for purposes of this Section 2(h).

(i)      Subordination.  ORIX hereby subordinates the payment of all obligations and indebtedness of OGC owing to ORIX, whether now existing or hereafter arising, including but not limited to any obligation of OGC to ORIX as subrogee of HL UK or resulting from ORIX’s performance under this Agreement to the indefeasible payment and performance in full of all Guaranteed Obligations; provided that (a) so long as no Event of Default (as defined in the Cash Management Agreement) has occurred and is continuing, ORIX may continue to make and accept payments on such obligations and indebtedness, and (b) upon the occurrence and during the continuation of an Event of Default, ORIX may continue to make and accept payments on such obligations and indebtedness with HL UK’s consent.  If HL UK so requests, any such obligation or indebtedness of OGC to ORIX shall be enforced and performance received by ORIX as trustee for HL UK and the proceeds thereof shall be paid over to HL UK on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of ORIX under this Guaranty.

SECTION 3.  General Representations and Warranties.  ORIX represents and warrants on the Effective Date that:

(i)         ORIX is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(ii)        The execution and delivery of this Agreement by ORIX and the performance by it of its obligations under this Agreement are within its corporate

3

or other organizational powers and have been duly authorized by all necessary corporate or other organizational action.

(iii)       ORIX’s obligations under this Agreement are legal, valid, binding and enforceable, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

(iv)       The making and performance of this Agreement by ORIX does not and will not violate in any material respect the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent (that has not been obtained) under, any material agreement, instrument, or document to which ORIX is a party or by which ORIX or any of its property may be bound or affected

(v)        All consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Agreement by ORIX have been obtained or made and are in full force and effect.

SECTION 4.  Fees and Expenses; Indemnification.

(a)     Fees and Expenses.  ORIX will, forthwith upon demand, pay to HL UK all reasonable and documented expenses incurred by HL UK (including the reasonable and documented fees, charges and disbursements of one counsel for HL UK) in any way relating to the enforcement or protection of the HL UK’s rights under this Agreement, including any incurred in the preservation, protection or enforcement of any rights of HL UK in any case commenced by or against ORIX under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute.

(b)     Indemnification.  ORIX shall indemnify HL UK against, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and consultant or other expert fees, charges and disbursements, incurred by or asserted against it arising out of, in any connection with, or as a result of this Agreement or the performance of ORIX of its obligations hereunder provided that the foregoing shall not apply to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of HL UK.

SECTION 5.  Notices.  Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 6.1 of the Cash Management Agreement, and in the case of any such notice, request or other communication to ORIX, shall be given to it in care of OGC.

SECTION 6.  No Waiver; Enforceability.  No failure by HL UK to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as

4

a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision herein.

SECTION 7  Condition of Borrower.  ORIX acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from OGC such information concerning the financial condition, business and operations of OGC as ORIX requires, and that HL UK has no duty, and ORIX are not relying on HL UK at any time, to disclose to ORIX any information relating to the business, operations or financial condition of OGC.

SECTION 8.  Successors and Assigns.  This Agreement is for the benefit of HL UK.  If all or any part of HL UK’s interest in any Obligation is assigned or otherwise transferred in accordance with the term of the Cash Management Agreement, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation.  This Agreement shall be binding on ORIX and its respective successors and assigns; provided that ORIX may not assign any of its right, or delegate any of any obligations, this Agreement without the prior written consent of HL UK (and any attempted assignment without such consent shall be void).

SECTION 9.  Amendments and Waivers.  Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by HL UK and ORIX.

SECTION 10.  APPLICABLE LAW.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

SECTION 11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS

5

CONTEMPLATED HEREBY.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

SECTION 12.  Jurisdiction; Consent to Service of Process.

(a)     Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of, or relating to, this Agreement and agrees that all claims in respect of any such action or proceeding shall (except as permitted below) be heard and determined in such New York State or, to the extent permitted by law, federal court.  The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court.  Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  Each of the parties hereto agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)     Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of, or relating to, this Agreement in any court referred to in paragraph (a) of this Section 12.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any claim or defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

(c)     To the extent permitted by law, each party to this Agreement hereby irrevocably waives personal service of any and all process upon it and agrees that all such service of process may be made by registered mail (or any substantially similar form of mail) directed to it at its address for notices as provided for in Section 6.1 of the Cash Management Agreement.  Each party to this Agreement hereby waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that service of process was invalid and ineffective.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 13.  Severability.  To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,

6

illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 14.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 15.  Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 16. Conflicts.  Notwithstanding anything to the contrary contained herein or in any other Cash Management Documents in the event of any conflict between the provisions contained in this Agreement and the provisions contained in the Cash Management Agreement, the provision contained in the Cash Management Agreement shall control.

7

IN WITNESS WHEREOF, the parties hereto have caused this Guarantee Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.
By:
		Name:
		Title:
ORIX USA CORPORATION
By:
		Name:
		Title:

EX-10.17

Exhibit 10.17

L&W Draft of July 23, 2015

[HL Letterhead]

[·], 2015

ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

Email:

Fram Holdings, LLC

c/o ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

Email:

Re:Assignment and Assumption of Fram Promissory Notes; Indemnification Agreements

Ladies and Gentlemen:

Pursuant to this Agreement (this “Agreement”), for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Houlihan Lokey, Inc., a Delaware corporation (“HL”), Fram Holdings, LLC, a Delaware limited liability company (“Fram”), ORIX USA Corporation, a Delaware corporation (“ORIX”), and, solely with respect to Section 7 hereof, the Shareholder Representative (as defined in the Contribution and Share Purchase Agreement), on behalf of himself and the HLHZ Security Holders (as defined in the Contribution and Share Purchase Agreement), hereby agree as follows:

1.         Certain Definitions.  For purposes of this Agreement capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Action” means any action, claim, suit, litigation, proceeding (including arbitral), demand or investigation.

“Affiliate” means, with respect to any specified Person, any other Person, at the time of such determination, directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person; provided, that, for the purposes of this Agreement, as of and after the date hereof, none of ORIX or any of its Subsidiaries shall be deemed an Affiliate of HL or any of its Subsidiaries, and none of HL or any of its Subsidiaries shall be deemed an Affiliate of ORIX and its Subsidiaries, as a result of any control relationship between such Persons.

“Closing” means the closing of the Reorganization or the IPO, whichever closing is later.

“Contribution and Share Purchase Agreement” means that certain Contribution and Share Purchase Agreement, by and among, ORIX, Houlihan, Lokey, Howard & Zukin, Inc., the

Shareholders of Houlihan, Lokey, Howard & Zukin, Inc., the Shareholder Representative (as defined therein), and Fram, dated as of October 30, 2005, as amended from time to time.

“Control,” and the correlative terms “Controlling” and “Controlled,” means, with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and whether or not exercised.

“Fram” has the meaning set forth in the preamble hereto, and shall include any predecessor (including Fram Holdings, Inc.) or successor thereto.

“Fram Business” means the business of Fram and its Subsidiaries (excluding (i) the HL Business and (ii) any activities of Fram relating to the issuance of shares (or ownership thereof) or payment of compensation, in each case, to any Holder or similar payments by Fram with respect to any Holder) as conducted on or prior to the Closing.

“Fram Promissory Notes” means the promissory notes set forth on Schedule A hereto.

“Fram Stockholders’ Agreement” means that certain Third Amended and Restated Stockholders’ Agreement, by and among ORIX, Fram and the other parties thereto, dated as of February 17, 2009, as amended by that certain Amendment No. 1 to the Third Amended and Restated Stockholders’ Agreement, dated as of April 28, 2011, that certain Amendment No. 2 to the Third Amended and Restated Stockholders’ Agreement, dated as of December 20, 2013, and that certain Amendment No. 3 to the Third Amended and Restated Stockholders’ Agreement, dated as of the date hereof.

“HL” has the meaning set forth in the preamble hereto, and shall include any predecessor (including HL CA) or successor thereto.

“HL Business” means the business of HL and the HL Subsidiaries as conducted on or prior to the Closing.

“HL CA” means Houlihan Lokey, Inc., a California corporation and the predecessor of Houlihan Lokey, Inc., a Delaware corporation.

“HL Stockholders’ Agreement’” means that certain Stockholders’ Agreement of HL, by and among HL and the holders named therein, dated as of the date hereof.

“HL Subsidiaries” means the Subsidiaries in existence from time to time of HL or any successor entity to HL (whether by merger, consolidation, sale of all or substantially all of a Subsidiary’s assets or otherwise).

“Holder” means any current or former employee of HL or a Subsidiary of HL who is a former holder of (i) shares of Series A common stock, (ii) shares of Series B common stock and/or (iii) Series E common stock, in each case, of Fram.

“Indemnifiable Losses” means all after-tax liabilities suffered or incurred by an Indemnified Person, including any reasonable legal or other fees, costs or expenses of defending

2

or investigating any claim or proceeding or enforcing any indemnity hereunder; provided, however, that “Indemnifiable Losses” shall not include any special, indirect, incidental, punitive or consequential damages whatsoever, including damages for lost profits and lost business opportunities or damages calculated based upon a multiple of earning approach or variant thereof, except, in each case, to the extent awarded in an Action involving a Third-Party Claim against such Indemnified Person; provided, further, that, in the event of a dispute concerning any Indemnifiable Losses, no party shall have any liability with respect thereto except to the extent that such Indemnifiable Losses shall have been finally judicially determined to be owed by such party; provided, further, that “Indemnifiable Losses” shall not include any taxes (it being understood that the allocation and indemnification of taxes among the parties hereto and their Subsidiaries shall be governed exclusively by the Tax Sharing Agreement).

“Indemnified Person” means any HL Indemnified Persons or any ORIX Indemnified Persons, as applicable.

“Indemnifying Party” means HL or ORIX, as applicable.

“ORIX” has the meaning set forth in the preamble hereto, and shall include any successor thereto.

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a joint venture, a governmental entity, a trust or other entity or organization.

“Registration Statement” means the Form S-1 Registration Statement relating to the offering and sale of shares of Class A common stock of HL in the IPO, initially filed with the United States Securities and Exchange Commission on July 10, 2015, including any and all amendments thereto and any and all preliminary or final prospectuses and free-writing prospectuses (and amendments or supplements thereto) relating to such offering.

“Reorganization” means the corporate reorganization to be effected prior to the IPO, as described in the Registration Statement.

“Representatives” means, with respect to any Person, any officer, director, employee, advisor, agent or representative of such Person, or anyone acting on behalf of them or such Person.

“Series E Holder” means any current or former employee of HL or a Subsidiary of HL who is a former holder of shares of Series E common stock of Fram.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership. trust, limited liability company or other entity at least a majority of the ownership interests (whether economic, voting, beneficial or otherwise) in which are owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); provided that, without limiting the foregoing, a partnership or trust shall be a Subsidiary of any Person that (alone or together with one or more other Subsidiaries of such Person) owns or controls, directly or indirectly, or is, a general partner or trustee of such entity.

3

“Tax Sharing Agreement” means that certain Amended and Restated Tax Sharing Agreement by and among ORIX, HL Transitory Merger Company, Inc., a Delaware corporation, Houlihan Lokey, Inc., a Delaware corporation, and all corporations that are of [·] eligible to file a consolidated return as a member of the affiliated group of ORIX within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including [ORIX Commercial Alliance Corporation, a [·] corporation, ORIX Real Estate Capital, Inc., a [·] corporation, and ORIX Capital Markets, LLC, a [·] limited liability company,] dated as of [·], 2015.

2.         Assignment and Assumption of Fram Promissory Notes.

(a)        Upon the terms and subject to the conditions set forth in this Agreement, Fram hereby assigns to HL, free and clear of any encumbrances, all of Fram’s right, title and interest in and to the Fram Promissory Notes.

(b)                    Upon the terms and subject to the conditions set forth in this Agreement, HL hereby assumes from Fram, and agrees to pay, perform and discharge when due, all of the obligations and liabilities of Fram accruing, arising out of, or relating to the Fram Promissory Notes.

(c)                    In connection with the IPO and the assignment and assumption of the Fram Promissory Notes, on the date hereof ORIX shall pay to HL, by wire transfer in immediately available funds $[·], which represents the aggregate amount of all accrued and unpaid interest and principal under the Fram Promissory Notes.

3.         Indemnification by HL.  Upon the terms and conditions set forth in this Agreement, HL shall indemnify, hold harmless and reimburse each of ORIX, its Affiliates and its and their Representatives (collectively, the “ORIX Indemnified Persons”) from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from (without duplication):

(a)        claims by any Holder related to the Reorganization, including the Drag-Along Notice (as defined in the Fram Stockholders’ Agreement) or Amendment No. 3 to the Fram Stockholders’ Agreement;

(b)        claims by (i) any Series E Holder related to the issuance, redemption or repurchase by Fram of shares of Series E common stock of Fram or options, derivatives or other securities in respect thereof pursuant to the Fram Holdings, Inc. 2006 Incentive Compensation Plan, as amended from time to time or the Fram Stockholders’ Agreement, or (ii) any Holder in respect of any other compensation paid by Fram to such Holder;

(c)        the assets, liabilities, operations, business, affairs or other activities (including any acts or omissions) of, on behalf of or relating to the HL Business;

(d)       the Fram Promissory Notes; and

(e)        any breach of any covenant or agreement of HL made in this Agreement;

together with, in each case (a) through (e) above, any Action in respect of the foregoing matters.

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4.         Indemnification by ORIX.  Upon the terms and conditions set forth in this Agreement, ORIX shall indemnify, hold harmless and reimburse each of HL, its Affiliates and its and their Representatives (collectively, the “HL Indemnified Persons”) from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from (without duplication):

(a)        the assets, liabilities, operations, business, affairs or other activities (including any acts or omissions) of, on behalf of or relating to the Fram Business; and

(b)        any breach of any covenant or agreement of ORIX and/or Fram made in this Agreement;

together with, in each case (a) and (b) above, any Action in respect of the foregoing matters.

5.         Notice of Indemnity Claim.  Any Indemnified Person entitled to indemnification under this Agreement may seek indemnification for any Indemnifiable Loss (other than in respect of a Third-Party Claim) by providing written notice to the Indemnifying Party, specifying (a) the basis for such indemnification claim and (b) if known, the aggregate amount of Indemnifiable Loss for which a claim is being made under this Agreement. Written notice to such Indemnifying Party of the existence of such claim shall be given by the Indemnified Person as soon as practicable after the Indemnified Person first receives notice of the potential claim; provided, however, that any failure to provide such prompt notice of the event giving rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification or relieve the Indemnifying Party of its obligations under this Agreement except to the extent such Indemnifying Party has been materially prejudiced as a result of such delay.

6.         Third-Party Claims.

(a)        If an Indemnified Person shall receive notice of the assertion by a third-party of any claim, or of the commencement by any such Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Person pursuant to this Agreement (collectively, a “Third-Party Claim”), such Indemnified Person shall give such Indemnifying Party prompt written notice thereof; provided, however, that any failure to provide such prompt notice of the event giving rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification pursuant to this Agreement or relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such delay. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Indemnifiable Loss for which indemnification may be available or a good faith estimate thereof.

(b)        An Indemnifying Party may elect (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (provided such counsel is reasonably acceptable to the indemnified party), any Third-Party Claim; provided, that Indemnifying Party shall not have the right to assume the defense of and defend any such Third-Party Claim that (i) seeks an injunction or other equitable relief against the Indemnified Person, (ii) under applicable standards of professional conduct, a conflict of interest (other than one that is of a monetary nature) exists between the Indemnified

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Person and the Indemnifying Party in respect of the Third-Party Claim, or (iii) the Indemnified Person has available to it one or more defenses or counterclaims that are inconsistent with or different from those that may be available to the Indemnifying Party with respect to such Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Person in accordance with Section 6(a), the Indemnifying Party shall notify the Indemnified Person of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnified Person of its election to assume the defense of a Third-Party Claim, such Indemnified Person shall have the right to participate in the defense, compromise, or settlement thereof, but, for as long as the Indemnifying Party pursues such defense, compromise or settlement with reasonable diligence, the fees and expenses of such Indemnified Person incurred in participating in such defense shall be paid by the Indemnified Person.

(c)        If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Person of its election as provided in Section 6(b), such Indemnified Person shall have the right to settle or compromise such Third-Party Claim, and any such settlement or compromise made or caused to be made of such Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnifying Party (to the extent representing Indemnifiable Losses), in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnified Person shall not compromise or settle a Third-Party Claim without the express prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

(d)       The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 6(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnified Person, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not have the right to admit liability on behalf of the Indemnified Person and shall not compromise or settle a Third-Party Claim in each case without the express prior written consent of the Indemnified Person (not to be unreasonably withheld, conditioned or delayed); provided, however, that such prior written consent shall not be required in the case of any such compromise or settlement if and only if the compromise or settlement includes, as part thereof, a full and unconditional release by the plaintiff or claimant of the Indemnified Person and the Indemnifying Party from all liability with respect to such Third-Party Claim and does not require the Indemnifying Party to be subject to any non-monetary remedy.

7.         Contribution and Share Purchase Agreement.

(a)        Each of ORIX, on behalf of itself and the ORIX Indemnified Parties (as defined in the Contribution and Share Purchase Agreement), and HL hereby releases the HLHZ Security Holders (as defined in the Contribution and Share Purchase Agreement) from any further obligation that the HLHZ Security Holders may have to indemnify any ORIX Indemnified Party or HL under the Contribution and Share Purchase Agreement and, each of ORIX, on behalf of itself and the ORIX Indemnified Parties, and HL hereby waives any right to

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seek indemnification from the HLHZ Security Holders under the Contribution and Share Purchase Agreement. Each of ORIX, HL, the Shareholder Representative (as defined in the Contribution and Share Purchase Agreement), on behalf of himself and the HLHZ Security Holders, and Fram, acknowledges and agrees that the HLHZ Security Holders shall have no further obligation under the Contribution and Share Purchase Agreement to indemnify the ORIX Indemnified Parties.  Notwithstanding the foregoing, the release in this Section 7(a) by ORIX shall not apply with respect to any holder whose release in Section 7(b) below is not effective with respect to ORIX.

(b)        The Shareholder Representative, on behalf of himself and the HLHZ Security Holders, hereby releases ORIX from any further obligation that ORIX may have to indemnify the HLHZ Security Holders under the Contribution and Share Purchase Agreement and, the Shareholder Representative, on behalf of himself and the HLHZ Security Holders, hereby waives any right to seek indemnification from ORIX under the Contribution and Share Purchase Agreement.

(c)        For the avoidance of doubt, nothing in Section 7(a) or Section 7(b) shall be deemed to limit, restrict or otherwise affect in any way any obligations of HL or ORIX set forth elsewhere in this Agreement, including their respective obligations under Section 3 and Section 4 hereof.

8.         Mitigation.  Each Indemnified Person claiming a right to indemnification under this Agreement shall make commercially reasonable efforts to mitigate any claim or liability that such Indemnified Person asserts under Section 6.

9.         Amendments and Waivers.

(a)        No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)        No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10.       Entire Agreement.  This Agreement, including the Schedule hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.  This Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

11.       Further Assurances.  Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.

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12.       Governing Law; Arbitration.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to conflict of laws principles thereof).  It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever, arising out of, in connection with, or in relation to (a) the interpretation, performance or breach of this Agreement or (b) the arbitrability of any claims under this Agreement shall be subject to the provisions of Section 6.5 of the HL Stockholders’ Agreement, which is incorporated herein by reference mutatis mutandis.

13.       Notices.  Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be subject to Section 6.4 of the HL Stockholders’ Agreement, which is incorporated herein by reference mutatis mutandis.

14.       Certain Rules of Construction.  To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement.  All Section titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.  Unless the context otherwise requires:  (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (f) “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (g) all references to “Sections” refer to Sections of this Agreement unless otherwise noted; and (h) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms.

15.       Binding Effect.  Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter that become a party hereto.

16.       Severability.  In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole.

17.       Successors and Assigns.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed.

18.       Counterparts.  This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto.

[Signature Page Follows]

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If the foregoing accurately sets forth the agreement among HL, Fram and ORIX and, solely with respect to Section 7 hereof, the Shareholder Representative, regarding the subject matter hereof, please execute and return a copy of this Agreement to HL, from which time it shall constitute a binding agreement among HL, Fram and ORIX and, solely with respect to Section 7 hereof, the Shareholder Representative, effective as of the date first written above.

HOULIHAN LOKEY, INC.

By:

Name:

Title:

Acknowledged and agreed effective as of

date first written above:

ORIX USA CORPORATION

By:

Name:

Title:

Acknowledged and agreed effective as of

date first written above:

FRAM HOLDINGS, LLC

By:

Name:

Title:

Acknowledged and agreed effective as of

date first written above:

SHAREHOLDER REPRESENTATIVE,

solely with respect to Section 7 hereof

By:

Name:

Title:

[Signature Page to Letter Agreement]

Schedule A

Fram Promissory Notes

[list of applicable notes to be added]

EX-21.1

Exhibit 21.1

Legal Name	Jurisdiction of Incorporation
Houlihan Lokey Capital (Holdings) Limited	England
Houlihan Lokey Capital, Inc.	California
Houlihan Lokey Financial Advisors, Inc.	California
Houlihan Lokey (Europe) Limited	England

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the use of our report dated June 18, 2015 included herein and to the reference to our firm under the heading "Experts" in the Registration Statement (Form S-1) and related prospectus of Houlihan Lokey, Inc. for the registration of shares of its common stock.

/s/ KPMG LLP

Dallas, Texas
July 27, 2015

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-99.2

Exhibit 99.2

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-1, together with any and all amendments or supplements thereto, of Houlihan Lokey, Inc., a Delaware corporation, as a Director Nominee and the inclusion of my biographical information in the Registration Statement.  I also consent to the filing of this consent as an exhibit to the Registration Statement.

Dated: July 27, 2015

/s/    Scott J. Adelson

Name: Scott J. Adelson

EX-99.3

Exhibit 99.3

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-1, together with any and all amendments or supplements thereto, of Houlihan Lokey, Inc., a Delaware corporation, as a Director Nominee and the inclusion of my biographical information in the Registration Statement.  I also consent to the filing of this consent as an exhibit to the Registration Statement.

Dated: July 27, 2015

/s/       David A. Preiser

Name: David A. Preiser

EX-99.4

Exhibit 99.4

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-1, together with any and all amendments or supplements thereto, of Houlihan Lokey, Inc., a Delaware corporation, as a Director Nominee and the inclusion of my biographical information in the Registration Statement.  I also consent to the filing of this consent as an exhibit to the Registration Statement.

Dated:  July 27, 2015

/s/          Ron K. Barger

Name: Ron K. Barger