UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | ||||||