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HAMILTON LANE INC : Other Events, Financial Statements and Exhibits (form 8-K)

09/10/2021 | 04:08pm EDT

Item 8.01. Other Events.

On September 7, 2021, Hamilton Lane Incorporated (the "Company"), Hamilton Lane Advisors, L.L.C. ("HLA") and certain selling stockholders entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") relating to the sale of 950,751 shares of Class A common stock, par value $0.001 per share ("Class A Common Stock"), of the Company at a price to the Underwriter of $84.15 per share in a registered public offering (the "Offering"). The Offering closed on September 10, 2021. The Company issued and sold 877,400 shares of Class A Common Stock, and the selling stockholders sold 73,351 shares, in the aggregate, of Class A Common Stock in the Offering. The Offering generated net proceeds for the Company of $73.8 million and net proceeds for the selling stockholders of $6.2 million. The Company intends to use the proceeds to settle, in cash, exchanges of membership units in HLA by certain of its members. The Company did not receive any proceeds from the sale of shares by the selling stockholders.

The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, HLA and the selling stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock for 75 days after September 7, 2021 without first obtaining the written consent of the Underwriter. The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

The Offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC") on August 6, 2021 (File No. 333-258567), a base prospectus included as part of the registration statement, and a prospectus supplement, dated September 7, 2021, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding certain Delaware law issues concerning the shares of Class A Common Stock sold in the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.            Description
  1.1                    Underwriting Agreement, dated September 7, 2021, among the Company, HLA,
                       Morgan Stanley & Co. LLC and the selling stockholders referenced therein
  5.1                    Opinion of Faegre Drinker Biddle & Reath LLP, dated September 10, 2021
  23.1                   Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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