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)
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