SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(RULE 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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Houlihan Lokey, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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441593100
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(CUSIP Number)
Ryan Farha ORIX HLHZ Holding LLC
1717 Main Street, Suite 1100
Dallas, Texas 75201
214-237-2242
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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February 6, 2017
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(Date of Event Which Requires Filing of This Statement)
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAME OF REPORTING PERSON
ORIX HLHZ Holding LLC |
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2.
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0 |
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8.
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SHARED VOTING POWER
51,895,690 |
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9.
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SOLE DISPOSITIVE POWER
0 |
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10.
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SHARED DISPOSITIVE POWER
21,610,331 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,895,690 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.4% |
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14.
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TYPE OF REPORTING PERSON (See Instructions)
OO |
1.
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NAME OF REPORTING PERSON
ORIX Corporation |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) ☒
(B) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Tokyo, Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0 |
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8.
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SHARED VOTING POWER
51,895,690 |
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9.
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SOLE DISPOSITIVE POWER
0 |
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10.
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SHARED DISPOSITIVE POWER
21,610,331 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,895,690 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.4% |
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14.
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TYPE OF REPORTING PERSON (See Instructions)
CO |
CUSIP No. 441593100
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SCHEDULE 13D
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Page 4 of 9
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(i) |
On February 6, 2017, HLHZ and ORIX (USA) Corporation, its sole shareholder, entered into a Forward Share Purchase Agreement (the “Purchase Agreement”) with the Issuer providing for the repurchase on April 5, 2017 by the Issuer of a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock sold by the Issuer in the Offering (as defined below). The Purchase Agreement became effective on February 14, 2017 upon the closing of the Offering.
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(ii) |
On February 8, 2017, the Issuer and certain selling stockholders holding shares through the HL Voting Trust entered into an Underwriting Agreement, pursuant to which the Issuer agreed to sell 6,000,000 shares of Class A Common Stock to the underwriters named therein (with a 30-day option for the underwriters to purchase an additional 900,000 shares) and the selling stockholders holding shares through the HL Voting Trust agreed to sell 2,000,000 shares of Class A Common Stock to the underwriters (with a 30-day option for the underwriters to purchase an additional 300,000 shares), in connection with a registered public offering (the “Offering”). The shares of Class A Common Stock sold by the selling stockholders were issued upon conversion of Class B common stock.
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Shares of Class A Common Stock Beneficially Owned
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Percentage of Class A Common Stock Represented (a)
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Reporting Persons
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21,610,331
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50.9%
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HL Voting Trust
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30,285,359
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59.3%
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Total
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51,895,690
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71.4%
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(a) |
Based on (i) 12,826,811 shares of Class A Common Stock outstanding as of February 3, 2017 as reported in the Issuer’s final prospectus relating to the Offering, dated February 8, 2017 and filed with the Securities and Exchange Commission on February 10, 2017, plus (ii) 8,000,000 shares of Class A Common Stock newly issued in connection with the Offering. Each calculation assumes conversion of the Class B Common Stock into the number of shares of Class A Common Stock listed in that row and assumes no other holders of Class B Common Stock convert their shares.
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 5 of 9
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 6 of 9
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Exhibit
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Description
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A
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Joint Filing Agreement, dated as of August 28, 2015 (incorporated by reference from Exhibit A to the Schedule 13D filed by the Reporting Persons on August 28, 2015 (File No. 005-88980))
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B
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Stockholders’ Agreement, dated as of August 18, 2015 (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 21, 2015 (File No. 333-205610))
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C
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Registration Rights Agreement, dated as of August 18, 2015 (incorporated by reference from Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on August 21, 2015 (File No. 333-205610))
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D
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Purchase Agreement (incorporated by reference from Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on February 10, 2017 (File No. 001-37537))
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E
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Lock-Up Agreement (incorporated by reference from Exhibit C to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on February 10, 2017 (File No. 001-37537)).
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 7 of 9
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By:
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ORIX OpCo Holdings, LLC, its managing member
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By:
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ORIX Capital Markets, LLC, its managing member
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By:
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/s/ Paul Wilson | |
Name:
Title:
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Paul Wilson
Chief Financial Officer
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By:
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/s/ Hideto Nishitani | |
Name:
Title:
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Hideto Nishitani
Executive Officer
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