UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 24, 2014
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35000 | 80-0629925 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 7501 Wisconsin Avenue Suite 1200E Bethesda, MD |
20814 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (301) 215-5500
Not applicable
(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:
| ¨ | 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.
This Form 8-K is being filed solely for the purpose of filing Exhibit 5.1, the opinion of Hogan Lovells US LLP (“Hogan Lovells”) regarding the legality of certain shares of common stock, par value $0.01, of Walker & Dunlop, Inc. (the “Company”), and Exhibit 23.1, the consent of Hogan Lovells. Such shares were sold by FIF V WD LLC, FCOF UB Investments LLC, FCOF II UB Investments LLC, FTS SIP LP, FCO MA II UB Securities LLC and FCO MA LSS LP (collectively, the “Selling Shareholders”) pursuant to the exercise on November 24, 2014 of a 30-day option to purchase up to an additional 300,000 shares granted to Morgan Stanley & Co. LLC (the “Underwriter”), pursuant to an Underwriting Agreement by and among the Company, the Selling Shareholders and the Underwriter, dated as of November 20, 2014. The Company will not receive any proceeds from the sale of the common stock by the Selling Shareholders in this offering.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding the legality of the common shares | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) | |
SIGNATURES
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.
| WALKER & DUNLOP, INC. | ||||||||
| (Registrant) | ||||||||
| Date: November 25, 2014 | By: | /s/ Richard M. Lucas | ||||||
| Name: | Richard M. Lucas | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel & Secretary | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding the legality of the common shares | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) | |
Exhibit 5.1
| Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
November 25, 2014
Board of Directors
Walker & Dunlop, Inc.
7501 Wisconsin Avenue
Suite 1200E
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as counsel to Walker & Dunlop, Inc., a Maryland corporation (the “Company”), in connection with the sale of an additional 300,000 shares of common stock of the Company, par value $0.01 per share, pursuant to an option granted to Morgan Stanley & Co. LLC (the “Underwriter”) to purchase additional shares under the terms of the Underwriting Agreement, dated November 20, 2014, by and among the Company, the Underwriter and FIF V WD LLC, FCOF UB Investments LLC, FCOF II UB Investments LLC, FTS SIP L.P., FCO MA II UB Securities LLC and FCO MA LSS LP, as selling shareholders, pursuant to a prospectus supplement dated November 20, 2014 and the accompanying prospectus dated November 30, 2012 (such documents, collectively, the “Prospectus”) that form a part of the Company’s effective shelf registration statement on Form S-3 (File 333-184297), filed with the Securities and Exchange Commission on November 30, 2012 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5).
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Maryland General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Maryland Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the sale described above. We assume no obligation to advise you of any changes in the foregoing subsequent to the date hereof.
| Board of Directors | November 25, 2014 | |||
| Walker & Dunlop, Inc. |
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com
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