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): August 2, 2021

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

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

10250 Constellation Blvd.

5th Floor

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

310-788-5200

Registrant’s telephone number, including area code:

N/A

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01. Regulation FD Disclosure.

On August 2, 2021, Houlihan Lokey, Inc. (the “Company”) issued a press release announcing the transaction described in Item 8.01 of this Current Report on Form 8-K and an investor presentation that gives an overview of such transaction, each of which is posted on the Company’s website. Copies of the press release and the presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the Securities and Exchange Commission pursuant to Item 7.01, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01. Other Information.

On August 2, 2021, the Company announced that it has entered into a definitive agreement, dated as of August 3, 2021 (local time in Tokyo) (the “Transaction Agreement”), pursuant to which the Company will commence a tender offer to acquire GCA Corporation, a corporation organized under the laws of Japan (TSE:2174) (“GCA”), for a total cash purchase price of approximately ¥65 billion, or approximately $591 million based on an assumed exchange rate of ¥110 per $1. Under the terms of the Transaction Agreement, the Company will commence a tender offer on August 4, 2021 in Tokyo to acquire all outstanding shares of GCA for ¥1,380 per share, or approximately $12.55 per share based on an assumed exchange rate of ¥110 per $1, in cash, in addition to all stock options of GCA (priced to net out applicable exercise prices). The purchase price represents a 31.3% premium to the closing stock price on August 2, 2021 of ¥1,051 per share and a 40.3% premium to the three-month simple average price.

The closing of the tender offer is subject to receiving certain regulatory approvals, and the tender to the Company of shares representing at least two-thirds of GCA’s fully diluted outstanding common stock. The tender offer is expected to close on October 4, 2021. Following the successful completion of the tender offer, it is expected that the Company will acquire all shares not tendered through a second-step at the same price. The transaction is expected to be financed with cash on the Company’s balance sheet.

Upon the completion of the transaction including the second-step, GCA will become a privately held company and shares of GCA’s common stock will no longer be listed on any public market.

The foregoing descriptions of the Transaction Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Transaction Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release dated August 2, 2021
99.2	Transaction Overview: GCA Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Date: August 2, 2021	Houlihan Lokey, Inc.
	By:	/s/ J. Lindsey Alley
		Name: J. Lindsey Alley
		Position: Chief Financial Officer

EX-99.1

Exhibit 99.1

Houlihan Lokey to Commence a Tender Offer to Acquire GCA Corporation

Transaction Valued at approximately $591 million

New York — August 2, 2021—Houlihan Lokey (NYSE:HLI), the global investment bank, and GCA Corporation (“GCA”) (TSE:2174), today announced that they have entered into a definitive agreement, dated as of August 3, 2021 (local time in Tokyo), under which Houlihan Lokey will commence a tender offer to acquire GCA for a total cash purchase price of approximately ¥65 billion, or approximately $591 million, based on an assumed exchange rate of ¥110 per $1.

Under the terms of the agreement, which has been unanimously approved by the Houlihan Lokey Board of Directors and the GCA Board of Directors, Houlihan Lokey will commence a tender offer in Tokyo on August 4, 2021 to acquire all outstanding shares of GCA for ¥1,380 ($12.55) per share in cash, in addition to all stock options of GCA (priced to net out applicable exercise prices). The purchase price represents a 31.3% premium to the closing stock price on August 2, 2021 of ¥1,051 per share and a 40.3% premium to the three-month simple average price.

“The acquisition of GCA will create one of the largest technology advisors in the world, one that more closely matches the size and importance of this sector in today’s global economy. In addition, this combination would significantly expand our presence in Europe and Asia and establish Houlihan Lokey as one of the most geographically diversified investment banking firms among our peer group,” said Scott Beiser, CEO of Houlihan Lokey. “GCA’s corporate culture, business philosophy, and client focus, all closely resemble Houlihan Lokey’s, and we believe our combined organizations will enable us to more effectively serve our clients and position our firm for the future as we continue to grow our suite of products and services around the world.”

“The opportunity to become part of Houlihan Lokey is a hugely exciting step for GCA and a major milestone on our strong growth journey. The two firms combined will form one of the largest independent global M&A advisory firms, and the scale of our global platform will create fantastic opportunities both for our clients and our teams. We feel that GCA and Houlihan Lokey complement each other perfectly in terms of our culture/philosophy of ‘For Clients’ Best Interest’ and our sector and geographic coverage,” said Aki Watanabe, founder and Representative Director of GCA Corporation.

The closing of the tender offer is subject to receiving certain regulatory approvals, and the tender to Houlihan Lokey of shares representing at least two-thirds of GCA’s fully diluted outstanding common stock. The tender offer is expected to close on October 4, 2021. Following the successful completion of the tender offer, it is expected that Houlihan Lokey will acquire all shares not tendered through a second-step at the same price. The transaction is expected to be financed with cash on Houlihan Lokey’s balance sheet.

Upon the completion of the transaction including the second-step, GCA will become a privately held company and shares of TSE:2174 common stock will no longer be listed on any public market.

A brief summary of GCA, the transaction and transaction rationale is included in a presentation on the Houlihan Lokey Investor Relations Website and can be accessed through this link here.

Houlihan Lokey retained Daiwa Securities Co., Ltd. as its financial advisor and tender offer agent for the transaction and Latham & Watkins LLP as its legal advisor. GCA retained Mitsubishi UFJ Morgan Stanley Securities and Plutus Consulting as its financial advisors for the transaction and Morrison & Foerster as its legal advisor.

Investor Conference Call and Webcast

Houlihan Lokey will host its previously scheduled conference call and live webcast at 8:00 a.m. Eastern Time on Tuesday, August 3, 2021, to discuss its first quarter fiscal 2022 results. During the call, the Company will also be providing comments related to the GCA transaction. The number to call is 1-855-327-6837 (domestic) or 1-631-891-4304 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available from August 3, 2021 through August 10, 2021, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10015775#. A replay of the webcast will be archived and available on the Company’s website.

About Houlihan Lokey

Houlihan Lokey (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm serves corporations, institutions, and governments worldwide with offices in the United States, Europe, the Middle East, and the Asia-Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. Houlihan Lokey is the No. 1 M&A advisor for the past six consecutive years in the U.S., the No. 1 global restructuring advisor for the past seven consecutive years, and the No. 1 global M&A fairness opinion advisor over the past 20 years, all based on number of transactions and according to data provided by Refinitiv.

About GCA Corporation

GCA Corporation (TSE:2174) is a global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 500 professionals in 24 offices across America, Japan/Asia, and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill, and exceptional networks.

Important Information

The tender offer for the outstanding shares of GCA common stock and outstanding stock options has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of GCA common stock or stock options. The solicitation and offer to buy shares of GCA common stock and stock options will only be made pursuant to the tender offer materials that Houlihan Lokey intends to file in accordance with applicable Japanese law.

Forward-Looking Statements

This press release 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 (including the significant effect that the COVID-19 pandemic has had on our business and is expected to continue to have on our business), which are, in some cases, beyond Houlihan Lokey’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read Houlihan Lokey’s filings with the Securities and Exchange Commission. 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. Houlihan Lokey does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

Investor Relations

212.331.8225

IR@HL.com

Media Relations

917.331.1580

PR@HL.com

EX-99.2

Overview of GCA Corporation Transaction August 2021 Exhibit 99.2

GCA Corporation Overview Founded in 2004, GCA Corporation (“GCA” or the “Company”) is a global technology-focused investment bank providing M&A advisory and capital markets advisory services in Europe, Japan/Asia, and North America. The Company is publicly traded on the Tokyo Stock Exchange with a market capitalization of approximately $428 million as of August 2, 2021. As of June 30, 2021, GCA employs more than 500 employees in 24 locations around the globe. GCA is forecasting CY2021 revenues¹ of approximately $355 million. Approximately 68% of YTD June 30, 2021 revenues are in the technology and related sectors. Houlihan Lokey | 2 San Francisco New York Tel Aviv Mumbai Fukuoka Tokyo Nagoya Kyoto Osaka Shanghai Ho Chi Minh City Singapore New Delhi Birmingham Frankfurt Lausanne Leeds London Manchester Milan Munich Paris Stockholm Zurich Office Locations Note: Per GCA’s website, public financials, and CapitalIQ. Figures converted from JPY to USD using exchange rate of ¥110 to $1. 1. Based on GCA’s non-GAAP public disclosure in Tokyo on August 3, 2021.

The majority of GCA’s engagements are sell-side M&A. GCA is Technology-Oriented, Global, and Sell-Side Focused Houlihan Lokey | 3 GCA is strategically focused on technology, specifically digital, software, and related sectors. GCA’s global platform results in significant cross-border activity. The Company generates revenues across the globe. Source: Per GCA’s public financials.

Financial Results Houlihan Lokey | 4 ($ in millions) GCA HLI CY 2018 CY 2019 CY 2020 YTD Q2 2021 CY 2021E ¹ FY 2021 Adj.² Revenues $243 $214 $198 $170 $355 $1,525 Expenses Compensation 162 142 134 123 -- 953 Non-Compensation 45 41 39 23 -- 140 Total Expenses 208 183 173 146 305 1,093 Operating Profit $35 $31 $25 $24 $50 433 Net Income $26 $21 $16 $17 $34 $317 Operating Ratios Compensation Ratio 66.9% 66.2% 67.9% 72.5% -- 62.5% Non-Compensation Ratio 18.7% 19.3% 19.7% 13.2% -- 9.1% Operating Margin 14.4% 14.5% 12.4% 14.3% 14.1% 28.4% Key Performance Metrics GCA HLI CF Number of Transactions 145 165 160 133 -- 360 Revenue Per Closed Transaction $1.7 $1.3 $1.2 $1.3 -- $2.2 Note: Per GCA’s website and public financials. Based on non-GAAP metrics converted from JPY to USD using exchange rate of ¥110 to $1. Figures may not sum due to rounding. Based on GCA’s non-GAAP public disclosure in Tokyo on August 3, 2021. Adjusted figures represent non-GAAP information. For an explanation of the adjustments and reconciliation to the comparable GAAP numbers, please see our 8-K filed May 12, 2021, which includes our fourth quarter and fiscal year ended March 31, 2021 earnings release.

GCA’s corporate culture, and the nature of its business, is highly complementary with Houlihan Lokey’s Corporate Finance Group. This complementary fit is paramount to effectively integrating the two companies, enhancing the services we offer our clients, and maintaining our continued success. GCA addresses an important gap in our technology coverage, and positions us as a leading global technology investment banking firm, capable of offering a wide range of sector expertise to our clients. We believe expanding our technology capabilities is critical to meeting the needs of our clients, as technology increasingly touches every business sector. GCA brings a strong platform in the Asia Pacific region, which meaningfully increases our presence there, and allows us to begin to reach for scale and serve clients in this rapidly growing part of the world. GCA is a highly complementary fit, consistent with the types of transactions we have been doing for over a decade. GCA complements Houlihan Lokey by bringing: A management team and firm culture that are a strong fit with Houlihan Lokey; Industry presence and expertise that positions us to better serve our clients around the world; Growth to our core industry groups outside of our predominately US presence; and Expansion in the mid-cap space with room to grow transaction sizes and fees as the combined company takes advantage of a larger platform. This acquisition is projected to be accretive to Houlihan Lokey’s EPS. Rationale for Combination of Business Houlihan Lokey |

Houlihan Lokey | 6 Financial Summary of Transaction (in millions, except share-related) JPY USD Consideration Per Share ¥1,380 $12.55 Purchase Price ¹ ¥65,026 $591 CY 2021E Revenues ² ¥39,000 $355 CY 2021E Net Income ² ¥3,750 $34 Implied Purchase Price Multiples Purchase Price / Revenues 1.7x 1.7x Purchase Price / Net Income 17.3x 17.3x Note: Where applicable, USD figures converted to YEN using exchange rate of $1 to ¥110. 1. Calculation reflects netting out of exercise prices due upon conversion of options and RSUs, and assumes net zero impact of excess cash and debt. 2. Based on GCA’s public disclosure in Tokyo on August 3, 2021. Forecast is non-GAAP. Summarized below are the Purchase Price and Revenue multiple. Houlihan Lokey is acquiring GCA for a purchase price of approximately $591 million, paid for with cash on our balance sheet. The purchase price represents a multiple that is approximately 1.7x projected revenues for GCA, and is projected to be accretive to Houlihan Lokey’s EPS. As we have done with all previous acquisitions, GCA will integrate fully onto the Houlihan Lokey platform.

Houlihan Lokey | 7 Tender Offer Bid Process and Timeline The Tender Offer Bid will launch in Tokyo on August 4th. Houlihan Lokey currently expects the tender offer to remain open for 36 business days. Once it closes, the Tender Offer would settle on the 5th business day. The minimum percentage required to consummate the tender offer is 2/3rds of the voting stake represented in outstanding shares and stock options. Once the tender offer closes, GCA will be fully consolidated into Houlihan Lokey’s financial results. Any GCA shares not tendered in the tender offer are subject to purchase through a second-step process at the same price as the tender offer bid price per share. Tender Offer Period Targeted 36 Business Days October to December 2021 September 2021 August 2021 October to December 2021 – Second-Step¹ Process for Remaining Shares August 4th Launch Tender Offer in Tokyo October 4th Targeted End of Tender Offer Period and Settlement Process is estimated to be ~2-2.5 months to complete. Once complete, Houlihan Lokey would then own 100% of GCA. 1. If Houlihan Lokey is able to obtain 90% or more of the shares outstanding, a shorter process to cash out the remaining minority shareholders could occur. If that were to happen, the second-step process can potentially be truncated to 20 calendar days.

Forward Looking Information This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors (including the significant effect that the COVID-19 pandemic has had on our business and is suspected to continue to have), 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. Important factors that could cause actual results to differ materially from expectations are disclosed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of our annual report on Form 10-K for the year ended March 31, 2021, and subsequent filings with the Securities and Exchange Commission (the “SEC”). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of these risks and uncertainties. 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. The forward-looking statements in this presentation are made only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Houlihan Lokey | 8 Non-GAAP Financial Measures Adjusted pre-tax income, adjusted net income, total and on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this presentation and are non-GAAP measures that management believes, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results. These adjusted items remove the significant accounting impact of one-time or non-recurring charges associated with the Company’s one-time/non-recurring matters, as set forth in the tables at the end of this presentation. The adjusted items included in this presentation as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the Company’s financial information determined under GAAP. For a description of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this presentation titled “Reconciliation of GAAP to Adjusted Financial Information.” Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations, and cash flows. Disclaimers

CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION ADVISORY HL.com

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Document Type	8-K
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Entity Registrant Name	Houlihan Lokey, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37537
Entity Tax Identification Number	95-2770395
Entity Address, Address Line One	10250 Constellation Blvd.
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	Los Angeles
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Trading Symbol	HLI
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