Hamilton Lane Incorporated (NASDAQ:HLNE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
its initial public offering (IPO) of 13,656,250 shares of the
Companys Class A common stock, $0.001 par value per share (the
Class A Common Stock), at an offering price of $16.00 per share,
to the Companys registration statement on Form S-1 (File No.
333-215846), as amended (the Registration Statement). In
connection therewith and with the closing of the IPO, the Company
entered into the following agreements previously filed as
exhibits to the Registration Statement:
|
a Fourth Amended and Restated Limited Liability Company
Agreement of Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (HLA), dated as of March 6, 2017, by and among HLA and its members (as defined therein), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference; |
|
a Tax Receivable Agreement, dated as of March 6, 2017, by
and among the Company, HLA, and each of the other persons and entities party thereto, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference; |
|
an Exchange Agreement, dated as of March 6, 2017, by and
among the Company, HLA, and each of the other persons and entities party thereto, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference; |
|
a Registration Rights Agreement, dated as of March 6, 2017,
by and among the Company and the other persons and entities party thereto, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference; |
|
a Stockholders Agreement, dated as of March 6, 2017, by and
among the Company, HLA and the persons and entities party thereto, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference. |
terms set forth in the forms of such agreements filed as exhibits
to the Registration Statement and as described therein.
Company issued 27,935,256 shares of Class B Common Stock, par
value $0.001 per share (the Class B Common Stock), to certain
members of HLA, including entities beneficially owned by certain
members of its management and board of directors. The shares of
Class B Common Stock were issued for nominal consideration in
reliance on the exemption contained in Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act) on the
basis that the transaction did not involve a public offering.
the Company issued 3,865,400 shares of Class A Common Stock to
certain members of HLA in exchange for membership interests of
HLA. These shares of Class A Common Stock were issued in reliance
on the exemption contained in Section 4(a)(2) of the Securities
Act on the basis that the transaction did not involve a public
offering.
Change in Fiscal Year.
closing of the IPO, the Company amended and restated its
certificate of incorporation (as amended and restated, the
Certificate of Incorporation), filed with the Secretary of State
of the State of Delaware. The Certificate of Incorporation amends
and restates in its entirety the Companys original certificate of
incorporation, which was filed with the Secretary of State of the
State of Delaware on December 31, 2007. A description of the
Certificate of Incorporation is included in the Registration
Statement.
|
Exhibit No.
|
Description
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of
Hamilton Lane Incorporated |
|
|
10.1
|
Fourth Amended and Restated Limited Liability Company
Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among Hamilton Lane Advisors, L.L.C. and its members |
|
|
10.2
|
Tax Receivable Agreement, dated as of March 6, 2017, by
and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto |
|
|
10.3
|
Exchange Agreement, dated as of March 6, 2017, by and
among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto |
|
|
10.4
|
Registration Rights Agreement, dated as of March 6,
2017, by and among Hamilton Lane Incorporated and the other persons party thereto |
|
|
10.5
|
Stockholders Agreement, dated as of March 6, 2017, by
and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and the other persons and entities party thereto |
About Hamilton Lane Incorporated (NASDAQ:HLNE)
Hamilton Lane Incorporated is a global private markets investment solutions provider. The Company works with its clients to conceive, structure, build out, manage and monitor portfolios of private markets funds and direct investments, and it helps them access a set of such investment opportunities around the world. It offers a range of investment solutions across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth equity and venture capital. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct/co-investments alongside such funds and acquisitions of secondary stakes in such funds, with a range of its clients utilizing multiple investment types. These solutions are offered in a range of formats covering some or all phases of private markets investment programs, such as Customized Separate Accounts and Specialized Funds. Hamilton Lane Incorporated (NASDAQ:HLNE) Recent Trading Information
Hamilton Lane Incorporated (NASDAQ:HLNE) closed its last trading session at with 104,050 shares trading hands.
