8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

February 14, 2017

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

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

10250 Constellation Blvd., 5th Floor, Los Angeles, CA	90067
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

310-788-5200

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

Not Applicable

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

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

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

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

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

Item 8.01. Other Events.

On February 14, 2017, Houlihan Lokey, Inc. (“we” or the “Company”) and certain of the Company’s former and current employees and members of the Company’s management (the “Selling Stockholders”) completed the previously announced underwritten public offering of 8,000,000 shares of Class A common stock of the Company, $0.001 par value per share (the “Class A Common Stock”), consisting of 6,000,000 shares offered by the Company and 2,000,000 shares offered by the Selling Stockholders. The offering generated net proceeds for the Company and the Selling Stockholders of approximately $168.5 million and $56.2 million, respectively, before expenses. The Company did not receive any proceeds from the sale of the Class A Common Stock by the Selling Stockholders.

The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2017 (File No. 333-215801), a base prospectus, dated February 6, 2017, included as part of the registration statement, and a prospectus supplement, dated February 8, 2017, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Latham & Watkins LLP, regarding the shares of Class A Common Stock sold in the offering.

The Company will use the net proceeds it receives in the offering, after deducting underwriting discounts and commissions, but before estimated offering expenses payable by the Company, to acquire, on April 5, 2017, an aggregate of 6,000,000 shares of Class B common stock from ORIX HLHZ Holding LLC for a purchase price per share equal to the public offering price in the offering less underwriting discounts and commissions.

Forward-Looking Statements

This current report on 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read the Company’s filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Latham & Watkins LLP
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)

SIGNATURE

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

Date: February 14, 2017	Houlihan Lokey, Inc.
	By:	/s/ J. Lindsey Alley
		Name:	J. Lindsey Alley
		Position:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Latham & Watkins LLP
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)

EX-5.1

Exhibit 5.1

February 14, 2017	355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234  Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES
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Houlihan Lokey, Inc.

5th Floor

10250 Constellation Blvd.

Los Angeles, CA 90067

Re: Registration Statement on Form S-3 (No. 333-215801); 8,000,000 shares of Class A Common Stock, par value $0.001 per share.

Ladies and Gentlemen:

We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection with (i) the issuance and sale of 6,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) (including up to 1,200,000 shares subject to the underwriters’ option to purchase additional shares) (the “Primary Shares”) and (ii) the sale of 2,000,000 shares of Class A Common Stock issuable upon conversion of shares of the Company’s Class B common stock, par value $0.001 per share (“Class B Common Stock”) by certain stockholders of the Company (the “Secondary Shares” and, together with the Primary Shares, the “Shares”). The offering and sale of the Shares are covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated February 6, 2017 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a preliminary prospectus supplement dated February 6, 2017 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement dated February 8, 2017 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

February 14, 2017

Page 2

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

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. The Primary Shares have been duly authorized by all necessary corporate action of the Company and when the Primary Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the underwriting agreement filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on February 10, 2017, the Primary Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

2. The Secondary Shares have been duly authorized by all necessary corporate action of the Company and, upon the conversion of the Class B Common Stock into Class A Common Stock in accordance with the Company’s Amended and Restated Certificate of Incorporation dated August 18, 2015, the Secondary Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated February 14, 2017 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP