Current Report Filing (8-k)
May 01 2019 - 4:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 1, 2019
MOELIS & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-36418
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46-4500216
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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399 Park Avenue, 5th Floor
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New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(212) 883-3800
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01 Other Events.
On November 24, 2017, Moelis & Company (the Company) filed an automatic shelf registration statement on Form
S-3
(File
No. 333-221743)
(the Registration Statement) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an
unspecified amount of shares of its Class A common stock, par value $0.01 per share (the Class A common stock).
On May 1,
2019, Company filed a prospectus supplement (the Prospectus Supplement) to the Registration Statement covering up to 3,571,920 shares of the Companys Class A common stock, relating to (i) the issuance by the Company of up to
2,621,345 shares of Class common stock that may be issued by the Company from time to time to certain holders of Class A partnership units in Moelis & Company Group LP, upon the exchange by such holders of an equal number of such Class A
partnership units and (ii) the resale or other distribution by the selling stockholders identified therein of up to 950,575 shares of Class A common stock previously granted to them. The Company will not receive any cash proceeds from the issuance
of the Class A common stock, but will acquire Class A partnership units exchanged for the Class A common stock that the Company will issue to an exchanging holder. The Company will not receive any proceeds from the sale of the Class A common stock
by the selling stockholders.
The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the
Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MOELIS & COMPANY
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By:
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/s/ Osamu Watanabe
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Name: Osamu Watanabe
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Title: General Counsel and Secretary
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Date: May 1, 2019
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