SEC Company Response from HOULIHAN LOKEY, INC. (HLI) (CIK 0001302215) (HLI) — Jul 27, 2015
HOULIHAN LOKEY, INC. (HLI) (CIK 0001302215)
Date: July 27, 2015 · CIK: 0001302215 · Accession: 0001104659-15-053428
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-205610
Referenced dates: July 21, 2015
Letter
Marc D. Jaffe
53rd at Third
Direct Dial: 212-906-1281
885 Third Avenue
marc.jaffe@lw.com
New York, New York 10022-4834
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
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July 27, 2015
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Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christian Windsor
Re: Houlihan Lokey, Inc. Registration Statement on Form S-1 Filed July 10, 2015 Commission File No. 333-205610
Ladies and Gentlemen:
On behalf of our client, Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form S-1 (as amended, the “Registration Statement”), which was initially publicly filed with the Commission on July 10, 2015.
This amendment reflects certain revisions to the Registration Statement in response to the comment letter from the staff of the Commission (the “Staff”) to Christopher M. Crain, the Company’s General Counsel, dated July 21, 2015. The responses provided herein are based on information provided to Latham & Watkins LLP by the Company. For your convenience we are also providing five copies of the Amendment No. 1, marked to show changes against the Registration Statement, in the traditional non-EDGAR format.
The numbered paragraphs in italics below set forth the Staff’s comments together with the response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
July 27, 2015
Page 2
Description of Indebtedness, page 118
1. We note your disclosure on page 48 and elsewhere that you will assume Fram’s obligations with respect to a number of promissory notes issued to certain of your former employees. Please revise your disclosure, either in this section or in another appropriate portion of the registration statement, to explain more fully your continuing obligations with respect to the notes.
Response:
The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of Amendment No. 1 to provide the requested disclosure. See page 126.
2. We note that you plan to issue a subordinated promissory note to ORIX USA in order to fund part of the pro rata distribution to your existing owners prior to the consummation of the offering. Please expand your disclosure to include a brief description of the relative rights of your creditors to any of your assets upon the occurrence of a default or event of default under either of these arrangements. Please also tell us about any inter-creditor agreement that you are a party to as well as any other material documentation related to your post-offering debt capital structure.
Response:
The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of Amendment No. 1 to provide the requested disclosure. See page 126. Additionally, the Company advises the Staff that it is not party to any inter-creditor agreement and there is no material documentation related to its post-offering debt capital structure other than that which is described in the Registration Statement.
July 27, 2015
Page 3
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 212-906-1281 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Sincerely,
/s/ Marc D. Jaffe
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CORRESP 1 filename1.htm Marc D. Jaffe 53rd at Third Direct Dial: 212-906-1281 885 Third Avenue marc.jaffe@lw.com New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf Rome July 27, 2015 Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley VIA EDGAR AND OVERNIGHT DELIVERY London Singapore Los Angeles Tokyo Madrid Washington, D.C. Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Christian Windsor Re: Houlihan Lokey, Inc. Registration Statement on Form S-1 Filed July 10, 2015 Commission File No. 333-205610 Ladies and Gentlemen: On behalf of our client, Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form S-1 (as amended, the “Registration Statement”), which was initially publicly filed with the Commission on July 10, 2015. This amendment reflects certain revisions to the Registration Statement in response to the comment letter from the staff of the Commission (the “Staff”) to Christopher M. Crain, the Company’s General Counsel, dated July 21, 2015. The responses provided herein are based on information provided to Latham & Watkins LLP by the Company. For your convenience we are also providing five copies of the Amendment No. 1, marked to show changes against the Registration Statement, in the traditional non-EDGAR format. The numbered paragraphs in italics below set forth the Staff’s comments together with the response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. July 27, 2015 Page 2 Description of Indebtedness, page 118 1. We note your disclosure on page 48 and elsewhere that you will assume Fram’s obligations with respect to a number of promissory notes issued to certain of your former employees. Please revise your disclosure, either in this section or in another appropriate portion of the registration statement, to explain more fully your continuing obligations with respect to the notes. Response: The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of Amendment No. 1 to provide the requested disclosure. See page 126. 2. We note that you plan to issue a subordinated promissory note to ORIX USA in order to fund part of the pro rata distribution to your existing owners prior to the consummation of the offering. Please expand your disclosure to include a brief description of the relative rights of your creditors to any of your assets upon the occurrence of a default or event of default under either of these arrangements. Please also tell us about any inter-creditor agreement that you are a party to as well as any other material documentation related to your post-offering debt capital structure. Response: The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of Amendment No. 1 to provide the requested disclosure. See page 126. Additionally, the Company advises the Staff that it is not party to any inter-creditor agreement and there is no material documentation related to its post-offering debt capital structure other than that which is described in the Registration Statement. July 27, 2015 Page 3 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 212-906-1281 with any questions or further comments you may have regarding this filing or if you wish to discuss the above. Sincerely, /s/ Marc D. Jaffe Marc D. Jaffe of LATHAM & WATKINS LLP Enclosures cc: (via e-mail) Scott Beiser, Chief Executive Officer, Houlihan Lokey, Inc. J. Lindsey Alley, Chief Financial Officer, Houlihan Lokey, Inc. Christopher Crain, Esq., General Counsel, Houlihan Lokey, Inc. Courtenay Myers Lima, Esq., Latham & Watkins LLP Ryan K. deFord, Esq., Latham & Watkins LLP Gregory Fernicola, Esq., Skadden, Arps, Slate, Meagher & Flom LLP Andrea Nicolas, Esq., Skadden, Arps, Slate, Meagher & Flom LLP Gregg Noel, Esq., Skadden, Arps, Slate, Meagher & Flom LLP