MOELIS & COMPANY (NYSE:MC) Files An 8-K Other EventsItem 8.01 Other Events.
On August 6, 2018, Moelis & Company (the “Company”) closed the offering of 5,000,000 shares of Class A common stock, par value $0.01 per share, of the Company (“Class A common stock”).
In connection with the offering, on August 1, 2018, the Company and Moelis & Company Group LP entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriters (the “Underwriters”), whereby the Underwriters agreed to purchase 5,000,000 shares of Class A common stock from the Company, which resulted in approximately $301 million of aggregate proceeds to the Company, less expenses.
The proceeds of the offering will be used to repurchase the same number of shares of Class A common stock or partnership or other equity interests that are exchangeable or convertible into shares of Class A common stock from certain of the Company’s Managing Directors and former employees. The Company will not retain any proceeds from the sale of shares of Class A common stock.
The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type, including an agreement by the Company and Moelis & Company Group LP to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of Class A common stock in the offering.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The offering and sale of the Class A common stock was made to a prospectus supplement dated August 1, 2018, to the prospectus dated November 24, 2017 that was filed as part of the Company’s registration statement on Form S-3 (File No. 333-221743) under the Securities Act of 1933, as amended, which became effective on November 24, 2017. In connection with the offering, the legal opinion as to the validity of the Class A common stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description of Exhibit |
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Underwriting Agreement dated August 1, 2018, by and among Moelis & Company, Moelis & Company Group LP, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Class A common Stock. |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
Moelis & Co ExhibitEX-1.1 2 s002358x1_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION Moelis & Company Class A Common Stock (par value $0.01 per share) Underwriting Agreement August 1,…To view the full exhibit click here
About MOELIS & COMPANY (NYSE:MC)
Moelis & Company is an investment banking advisory firm. The Company provides strategic and financial advice to a client base, including corporations, governments and financial sponsors. The Company offers financial advisory services across various industry sectors. The Company advices its clients on decisions, including mergers and acquisitions (M&A), recapitalizations and restructurings, and other corporate finance matters. With over 20 offices located in North and South America, Europe, the Middle East, Asia and Australia, the Company provides information flow and cross-border solutions. The Company offers advisory services in all industries, including consumer, retail and restaurants; energy, power and infrastructure; financial institutions; financial sponsors; general industrials; healthcare; real estate, gaming, lodging and leisure, and technology, media and telecommunications. It advises clients on all aspects of public and private debt and equity transactions.
