SecProbe.io

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                                                          April 14, 2026

J. Lindsey Alley
Chief Financial Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd.
5th Floor
Los Angeles, California 90067

        Re: Houlihan Lokey, Inc.
            Form 10-K for the Fiscal Year Ended March 31, 2025
            File No. 001-37537
Dear J. Lindsey Alley:

       We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 February 13, 2026
 Via EDGAR Transmission Division of Corporation
Finance Office of Finance U.S. Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549

 Attn:
 Michael Henderson

  
 Robert Klein

 Re:
 Houlihan Lokey, Inc.

  
 Form 10-K for the Fiscal Year Ended March 31, 2025

  
 Form 8-K filed January 29, 2026

  
 File No. 001-37537
 To the addressees set forth above: On behalf of
Houlihan Lokey, Inc. (the “ Company ” or “ HLI ”), I am writing to respond to comments from the staff (the “ Staff ”) of the United States Securities and Exchange Commission
(the “ Commission ”) contained in your letter dated January 30, 2026 (the “ Comment Letter ”) relating to the Company’s Form 10-K for the fiscal year
ended March 31, 2025 and Form 8-K filed January 29, 2026. The Company’s responses below correspond to the caption and number of the Staff’s comments, which are reproduced below in
italics. Form 8-K filed January 29, 2026
 Exhibit 99.1
 Non-GAAP Financial Measures, page 5

 1.
 Please revise your disclosures in future filings to further discuss the reasons why you believe that
presentation of these non-GAAP financial measures provide useful information to investors and describe each of the adjusting items. Refer to paragraph (e)(1)(i)(C) of Item 10 of Regulation S-K. Response : The Company respectfully acknowledges the Staff’s
comment. In future filings, the Company will revise its disclosures to further discuss the reasons why it believes that presentation of its non-GAAP financial measures provides useful information to investors
and will describe each of the adjusting items in accordance with paragraph (e)(1)(i)(C) of Item 10 of Regulation S-K. The Company’s revised disclosure will read as follows:

 “Non-GAAP Financial Measures
 As a supplement to our financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the
Company presents certain adjusted (non-GAAP) measures of financial performance. These non-GAAP financial measures are not intended to be considered in isolation from, as
a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of
the items associated with the Company’s results of operations as determined in accordance with GAAP. Adjusted net income, total and
on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this earnings press release and are non-GAAP measures that management believes, when
presented together with comparable GAAP measures, are useful to investors in understanding the Company’s financial and operating performance. The non-GAAP financial measures exclude the following items,
as applicable in any given reporting period:

 •

 certain acquisition related costs, including (1) acquisition related deferred retention payments, which may
be settled in cash or common stock of the Company; (2) amortization of intangible assets recognized in purchase accounting; (3) fair value remeasurements of acquisition-related contingent consideration; and (4) other integration and
acquisition related costs, including asset write offs or impairments;

 •

 legal and other professional fees associated with the simplification of our legal entity structure that has
resulted from acquisitions;

 •

 the income tax adjustments associated with the non-tax adjustments above,
utilizing the adjusted effective tax rate; and

 •

 significant discrete tax related items, including (1) acquisition-related costs which are non-deductible for income tax purposes; (2) prior to fiscal year 2026, stock-based compensation tax deductions recognized upon vesting of stock-based awards, where the fair value at vesting exceeded the grant
date fair value; and (3) other unusual or unique tax-related items and activities, including the reversal of deferred income taxes related to non-deductible
expenses resulting from the senior management transition in fiscal 2025. In the future, the Company may also consider
whether other items should also be excluded in calculating the non-GAAP financial measures used by the Company.
 These non-GAAP measures facilitate comparison of operating performance between periods and help
investors to understand our underlying operating results by excluding certain items that may not be indicative of the Company’s core business, operating results, or future outlook. We consider quantitative and qualitative factors in assessing
whether to adjust for the impact of items that could affect an understanding of our ongoing financial and business performance or trends. Internally, management uses these non-GAAP financial measures, along
with GAAP financial measures, in assessing the Company’s operating results.
 2

 The adjusted items included in this earnings press release as calculated by the Company are
not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the
Company’s financial information determined under GAAP. For additional descriptions of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this press release titled
“Reconciliation of GAAP to Adjusted Financial Information.” We encourage investors to review our GAAP financial statements and
other regulatory filings for a comprehensive understanding of our financial condition, results of operations, and cash flows.” Reconciliation of
GAAP to Adjusted Financial Information, page 8

 2.
 We note the adjustments for “acquisition related compensation and benefits” in each of your non-GAAP measures appear to include deferred retention payments related to certain acquisitions. Please tell us and quantify the components comprising each of this adjustment for each period presented and clarify
whether these payments are settled in cash and require continued employment. As part of your response, please explain how you determined that these were not normal, recurring, cash operating expenses of your business. Refer to Question 100.01 of the
 non-GAAP C&DIs. Response : The Company respectfully
acknowledges the Staff’s comment and has considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations related to non-GAAP measures (“ C&DI
100.01 ”). The Company believes that making adjustments to exclude acquisition related compensation and benefits is appropriate and consistent with the guidance provided in C&DI 100.01 and further believes that such adjustments
enhance the clarity and usefulness of the Company’s non-GAAP financial measures for its investors.
 Nature of the Company’s Acquisition Strategy
 As a professional services firm, the Company operates in a people-focused industry and is differentiated from its public peers in that it
regularly uses acquisitions, in addition to organic hiring, as a way to grow its business. In executing acquisitions, the Company determines an overall purchase price (the “ Purchase Price ”) it is willing to pay for the
target company that is representative of what the Company believes to be fair value. The Purchase Price is almost always determined using a multiple of revenue consistent with other acquisitions in the Company’s industry.
 Because the Company is primarily acquiring a workforce that will generate future revenue streams as justification for the value of the target
business, it structures the consideration that makes up the total Purchase Price with the primary goal of keeping that workforce in place. Once the Company has determined the Purchase Price, it generally breaks the payment of the Purchase Price into
the following four components, with the goal of minimizing the upfront consideration:

 (1)
 Upfront Consideration —This component typically represents between 25% and 35% of the Purchase
Price. The Upfront Consideration is paid at closing and may be in the form of cash and/or HLI common stock and is accounted for by the Company as purchase consideration.

 (2)
 Contingent Consideration —This component is based on achieving specified annual revenue targets,
typically over approximately four years, and typically represents between 25% and 35% of the Purchase Price. Payment of the Contingent Consideration (if earned) does not require that the sellers continue to be employed by the Company. The Contingent
Consideration may be in the form of cash and/or HLI stock and is accounted for by the Company as purchase consideration.
 3

 (3)
 Deferred Stock Consideration —This component, along with Retention Pools described below, are the
most important components used to maintain the acquired workforce in place and the Deferred Stock Consideration generally represents between 25% and 35% of the Purchase Price. The amount of the Deferred Stock Consideration is guaranteed upfront to
the employee sellers. As long as the sellers remain employed by the Company for a period of time after the closing of the acquisition, they receive the Deferred Stock Consideration in the form of HLI common stock in equal annual installments,
typically over four years. However, if the sellers are no longer employed by the Company, in lieu of receiving HLI common stock, they will generally receive a note with a 30-year bullet maturity in an amount
equal to the remaining amount of Deferred Stock Consideration with a low interest rate that is paid-in-kind (a “ PIK Note ”). The terms of the
PIK Note are designed to make it economically unattractive for sellers to terminate employment. There are occasions where we have structured this Deferred Stock Consideration as a convertible note with terms similar to the PIK Notes discussed above,
which note converts into common stock as long as the recipient remains employed for a period of time. The Deferred Stock Consideration component of the Purchase Price is generally accounted for by the Company as compensation on the Company’s
income statement and is included in “acquisition related compensation and benefits.”

 (4)
 Retention Pools —Often as part of agreeing on a value with the sellers, the Company will require
that the sellers agree to carve out a certain amount of the Purchase Price for employees of the target as a way to expand the incentive structure that keeps the acquired workforce in place. For transactions that require a Retention Pool, the Company
would typically reduce the Contingent Consideration and Deferred Stock Consideration components by an agreed-upon amount and create a Retention Pool for the same amounts and on the same terms. When used, these retention pools typically represent
between 10% and 25% of the Purchase Price. The retention pools differ from Deferred Stock Consideration in two primary ways: (i) Retention Pools inure to the benefit of both equity and non-equity holders
of the acquired business in the form of incremental compensation, and (ii) if a beneficiary of a Retention Pool ends employment with the Company, they forfeit the retention amount as opposed to receiving a PIK Note for the balance of the
retention amount. The Company accounts for Retention Pools as compensation on the Company’s income statement and they are included in “acquisition related compensation and benefits.” Unlike Deferred Stock Consideration,
Retention Pool payments require continued employment. Quantification of Acquisition Related Compensation and
Benefits In response to the Staff’s request, the table below sets forth the components of the “acquisition related
compensation and benefits” adjustment for the periods presented (in thousands):

 Component

 Nine Months Ended December 31, 2025

 Nine Months Ended December 31, 2024

 Deferred Stock Consideration (1)

 $
 7,477

 $
 659

 Retention Pools (2)

 $
 48,281

 $
 33,424

 Total

 $
 55,758

 $
 34,083

 4

 (1)
 Deferred Stock Consideration is paid in Company common stock if the recipient remains employed by the Company
and is paid with a 30-year PIK Note if the recipient is no longer employed by the Company. The amount of Deferred Stock Consideration is guaranteed to be paid, regardless of whether the recipient remains an
employee of the Company.

 (2)
 Retention Pools may be settled in cash or HLI common stock, depending on the terms of the applicable
acquisition agreement. For the periods presented, the Company expects settlement of the Retention Pools to be a mix of cash and common stock, with approximately 70% expected to be settled in common stock and the remainder in cash. Unlike Deferred
Stock Consideration, Retention Pool payments require continued employment. For the periods presented, a majority of the
“acquisition related compensation and benefits” adjustments relate to Retention Pools due to the Company’s fiscal year 2022 acquisition of GCA, which was valued at approximately $733 million, of which $600 million was
paid in upfront consideration to the shareholders at closing. Because GCA was a public company, the Company was not able to structure the transaction to include Deferred Stock Consideration, so the Company utilized a much larger than typical
Retention Pool of $133 million to retain key employees, all of which was payable in common stock. Because of the size of the GCA acquisition, the relative proportion of Retention Pools to Deferred Stock Consideration for the periods presented
is not consistent with the Company’s other acquisitions. The Deferred Stock Consideration and Retention Pools Are Not Normal,
Recurring Cash Operating Expenses The Company has determined that these acquisition-related payments are not normal, recurring, cash
operating expenses for the following reasons:

 (1)
 Deferred Stock Consideration and Retention Pools are components of an agreed-upon Purchase Price that are
incremental to normal compensation, finite in duration and do not recur. Although GAAP requires different accounting treatment for the various components of the Purchase Price, the Deferred Stock Consideration and Retention Pools are part of the
total acquisition consideration, not ordinary compensation. These payments are incremental to the compensation paid to all employees (current and acquired) based on their annual performance, which, as a long-term target percentage of the
Company’s revenues, the Company has publicly disclosed as being 61.5% (the “ Compensation Ratio ”). Once the Deferred Stock Consideration and Retention Pools associated with a particular acquisition have been paid or
expired, they are not replenished, and all employees from the acquisition are thereafter compensated solely for their individual roles in the Company’s ordinary course, ongoing operations under the performance-based Compensation Ratio.

 (2)
 The Deferred Stock Consideration paid to employees is non-cash and a
significant portion of the Retention Pool payments are non-cash, as they are made in the form of HLI common stock.

 (3)
 The Deferred Stock Consideration and Retention Pools are a deliberate choice to align incentives, not an
ordinary operating expense. The Company has complete control over what it agrees to pay for an acquisition. Most conventional acquisitions in non-service related industries involve payment of 100% of the
consideration as cash or stock up-front or, in some cases, an earnout and is accounted for as purchase price. Deferred Stock Consideration and Retention Pools are generally unnecessary in an acquisition of a non-professional services business. The Company could choose to structure its acquisitions without Deferred Stock
 5

Consideration or Retention Pools and in doing so would not recognize any compensation expense related to the acquisitions. However, doing so could negatively affect the Company’s business
be

January 30, 2026
J. Lindsey Alley
Chief Financial Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd.
5th Floor
Los Angeles, California 90067
Re:Houlihan Lokey, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2025
Form 8-K filed January 29, 2026
File No. 001-37537
Dear J. Lindsey Alley:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K filed January 29, 2026
Exhibit 99.1
Non-GAAP Financial Measures, page 5
1.Please revise your disclosures in future filings to further discuss the reasons why you
believe that presentation of these non-GAAP financial measures provide useful
information to investors and describe each of the adjusting items. Refer to paragraph
(e)(1)(i)(C) of Item 10 of Regulation S-K.
Reconciliation of GAAP to Adjusted Financial Information, page 8
We note the adjustments for "acquisition related compensation and benefits" in each of
your non-GAAP measures appear to include deferred retention payments related to
certain acquisitions. Please tell us and quantify the components comprising each of
this adjustment for each period presented and clarify whether these payments are settled
in cash and require continued employment. As part of your response, please explain how
you determined that these were not normal, recurring, cash operating expenses of your 2.

January 30, 2026
Page 2
business. Refer to Question 100.01 of the non-GAAP C&DIs.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Michael Henderson at 323-965-3807 or Robert Klein at 202-551-3847
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 1, 2023
J. Lindsey Alley
Chief Financial Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd.
5th Floor
Los Angeles, California 90067
Re:Houlihan Lokey, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 27, 2022
File No. 001-37537
Dear J. Lindsey Alley:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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CORRESP

 February 21, 2023

Via EDGAR Transmission

 Division of Corporation
Finance

 Office of Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Michael Henderson

Cara Lubit

Re:
 Houlihan Lokey, Inc.

 Form 10-K for the Fiscal Year Ended March 31, 2022

 Filed on May 27, 2022

 File No. 001-37537

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

 To the addressees set forth above:

On behalf of our client, Houlihan Lokey, Inc. (the “Company”), and pursuant to the applicable provisions of the
Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we submit this letter setting forth the responses of the Company to the comments provided by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated February 9, 2023 (the “Comment Letter”) with respect to the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the Commission on May 27, 2022 (the “2022
10-K”).

 The numbered paragraphs in italics below set forth the comments of the Staff
from the Comment Letter together with the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2022 10-K. All references to page numbers
and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the 2022 10-K.

Form 10-K for the Fiscal Year Ended March 31, 2022

Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Business Segments, page 31

1.
 We note your disclosure that revenues in your Corporate Finance and Financial Restructuring segments were
impacted by increases in the average transaction fees. In future filings, please revise to provide more quantitative and qualitative details discussing how changes in your average transaction fees and, for Financial and Valuation Advisory, your
average fee per fee event, impacted your results of operations, as well as any other known trends. For example, disclosures should quantify the average fees and could further specifically address what drove average fee rates higher or lower, any
impact related to individual transaction sizes and related trends, trends related to developments within a particular industry or service line, and other drivers.

 February 21, 2023

Page 2

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that in future filings the Company will revise its disclosure to provide more quantitative and qualitative details discussing events, transactions or other changes that materially affected the Company’s revenues or any known trends or
uncertainties that had or are reasonably likely to have a material impact on the Company’s revenues. The Company respectfully advises the Staff that disclosing the specific amount of average transaction fees or, in the case of the Financial and
Valuation Advisory segment, the average fee per fee event, is competitively sensitive. In particular, the Company notes that substantially all of its public competitors do not disclose or discuss average transaction fees or average fees per fee
event in their public filings, and that disclosure of such information can be used by competitors in competitive situations with existing and potential clients. Accordingly, the Company believes that only the qualitative trends regarding fees, and
any material impacts to those trends, and not the individual amounts, are material to investors.

 Item 8. Financial Statements

Notes to Consolidated Financial Statements

 Note 2
– Summary of Significant Accounting Policies

 Goodwill and Intangible Assets, page 53

2.
 We note that you have previously disclosed your adoption of ASU
2017-04. Please tell us how your goodwill impairment policy, as currently disclosed in both your 10-K and subsequent 10-Q
filings, complies with ASC 350-20-35-2 and your adoption of ASU 2017-04. In addition,
revise your disclosures in future filings to clarify accordingly.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company performs a quarterly qualitative goodwill impairment assessment to confirm whether it is more likely than not (i.e., a likelihood of greater than 50 percent), that the fair
values of its reporting units are less than their carrying values. This is completed for all three of the Company’s operational business segments: Corporate Finance (“CF”), Financial and Valuation Advisory (“FVA”), and
Financial Restructuring (“FR”), in accordance with ASU 2017-04. At a high level, this analysis includes assessing relevant events and circumstances pertaining to CF, FVA, and FR.

If management determines the reporting unit’s fair value is more likely than not less than its carrying value, a quantitative analysis
will be performed to compare the fair value of a reporting unit with its corresponding carrying value. If the conclusion of the quantitative analysis is that the fair value is in fact less than the carrying value, management will recognize a
goodwill impairment charge for the amount by which the reporting unit’s carrying value exceeds its fair value. Management notes that it has never concluded it was more likely than not that a reporting unit’s fair value was less than its
carrying value.

 The Company’s existing disclosure includes reference to a
“two-step” analysis: “management must test further for impairment utilizing a two-step process. Step 1 compares the estimated fair value of the
reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment exists and is measured in Step 2 as the excess of the recorded amount of goodwill over the
implied fair value of goodwill resulting from the valuation of the reporting unit.” This will be removed and the Company will make various other updates to more appropriately disclose the Company’s impairment policy in accordance with
ASC 350, as amended by ASU 2017-04.

*    *    *    *

 February 21, 2023

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 direct any questions or comments regarding the foregoing to me at 213-891-8185 or at
Brent.Epstein@lw.com.

Sincerely,

 /s/ Brent Epstein

 Brent Epstein

 of LATHAM & WATKINS
LLP

cc:
 J. Lindsey Alley, Chief Financial Officer, Houlihan Lokey, Inc.

Christopher Crain, General Counsel, Houlihan Lokey, Inc.

Steven Stokdyk, Latham & Watkins, LLP

United States securities and exchange commission logo
February 9, 2023
J. Lindsey Alley
Chief Financial Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd.
5th Floor
Los Angeles, California 90067
Re:Houlihan Lokey, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 27, 2022
File No. 001-37537
Dear J. Lindsey Alley:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Segments, page 31
1.We note your disclosure that revenues in your Corporate Finance and Financial
Restructuring segments were impacted by increases in the average transaction fees.  In
future filings, please revise to provide more quantitative and qualitative details discussing
how changes in your average transaction fees and, for Financial and Valuation Advisory,
your average fee per fee event, impacted your results of operations, as well as any other
known trends. For example, disclosures should quantify the average fees and could further
specifically address what drove average fee rates higher or lower, any impact related to
individual transaction sizes and related trends, trends related to developments within a
particular industry or service line, and other drivers.

 FirstName LastNameJ. Lindsey Alley
 Comapany NameHoulihan Lokey, Inc.
 February 9, 2023 Page 2
 FirstName LastName
J. Lindsey Alley
Houlihan Lokey, Inc.
February 9, 2023
Page 2
Item 8. Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Goodwill and Intangible Assets, page 53
2.We note that you have previously disclosed your adoption of ASU 2017-04. Please tell us
how your goodwill impairment policy, as currently disclosed in both your 10-K and
subsequent 10-Q filings, complies with ASC 350-20-35-2 and your adoption of ASU
2017-04. In addition, revise your disclosures in future filings to clarify accordingly.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michael Henderson, Staff Accountant at 202-551-3364 or Cara
Lubit, Staff Accountant at 202-551-5909 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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Acceleration Request

 Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, California 90067

 February 3,
2017

 VIA EDGAR TRANSMISSION

 United States
Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:
Dietrich A. King and Christopher Dunham

Re:
Houlihan Lokey, Inc.

Registration Statement on Form S-3 (Registration No. 333- 215801)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3, as amended (File No. 333- 215801) (the “Registration Statement”) of Houlihan Lokey, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m.,
Eastern Time, on February 6, 2017, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Steven B. Stokdyk
at (213) 891-7421.

 Thank you for your assistance in this matter.

Very truly yours,

Houlihan Lokey, Inc.

By:

/s/ Christopher M. Crain

Christopher M. Crain

General Counsel and Secretary

cc:
Scott Beiser, Houlihan Lokey, Inc.

J. Lindsey Alley, Houlihan Lokey, Inc.

Steven B. Stokdyk, Latham & Watkins LLP

Mail Stop 4720
February  2, 2017

Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
  Registration Statement on Form S-3
Filed  January  27, 2017
  File No.  333-215801

Dear Mr. Crain :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

CORRESP
1
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		Document

Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, California 90067

November 15, 2016

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:    Dietrich A. King and Christopher Dunham

Re:    Houlihan Lokey, Inc.

Registration Statement on Form S-3 (Registration No. 333-214358)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File No. 333- 214358) (the “Registration Statement”), of Houlihan Lokey, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on November 17, 2016, or as soon as practicable thereafter.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Steven B. Stokdyk at (213) 891-7421.

Thank you for your assistance in this matter.

 Very truly yours,

 Houlihan Lokey, Inc.

 By:

 /s/ Christopher M. Crain

 Christopher M. Crain

 General Counsel and Secretary

 cc:    Scott L. Beiser, Houlihan Lokey, Inc.

J. Lindsey Alley, Houlihan Lokey, Inc.

Steven B. Stokdyk, Latham & Watkins LLP

Mail Stop 4720

November 7, 2016

Via E -mail
Christopher M. Crain
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
  Registration Statement on Form S-3
Filed  November 1, 2016
  File No.  333-214358

Dear Mr. Crain :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Steven B. Stokdyk, Esq.

October 25, 2016

Mail Stop 4720

Via E -mail
Scott L. Beiser
Chief Executive Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd .
5th Floor
Los Angeles, CA   90067

Re: Houlihan Lokey, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2016
Filed June 23, 2016
File No. 001 -37537

Dear Mr. Beiser :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

 355 South Grand Avenue

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

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July 28, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stephanie L. Sullivan

 Re:

 Houlihan Lokey, Inc.

 Form 10-K for the Fiscal Year Ended March 31, 2016

 Filed June 23, 2016

 Houlihan Lokey, Inc.

 Form 8-K

 Filed May 19, 2016

 Commission File No. 001-37537

Dear Ms. Sullivan,

On behalf of our client, Houlihan Lokey, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 18, 2016, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and Form 8-K filed on May 19, 2016. For your convenience, the numbered paragraphs in italics below set forth the Staff’s comments, followed by the Company’s responses.

July 28, 2016

Page 2

Form 10-K for the Fiscal Year Ended March 31, 2016

General

1.

 We note that you have an active Form S-8 Registration Statement filed on August 12, 2015. Please amend your filing to include the consent of your independent registered public accounting firm or tell us why consent is not required. Refer to Item 601(b)(23)(ii) of Regulation S-K.

Response:

The Company advises the Staff that it has included the consent of its independent registered public accounting firm as Exhibit 23.1 to its Form 10-K/A filed on July 28, 2016.

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 25

Unregistered Sales of Equity Securities and Use of Proceeds, page 25

2.

 We note that in September 2015 you issued 278,808 shares of Class B common stock at an agreed upon price of $21.00 per share in conjunction with the acquisition of McQueen Limited and then in March 2016 you issued an additional 20,940 shares of Class B common stock at a price of $25.49 per share to the sellers. Please tell us and revise your disclosure to clarify how these issuances of Class B common stock are reflected in your Consolidated Statements of Changes in Stockholders Equity and tell us the factors driving the additional issuance of the 20,940 shares in March 2016.

Response:

The Company advises the Staff that the 278,808 shares of Class B common stock are included in the 53,321,893 Conversion of Fram shares to HLI on the Consolidated Statements of Changes in Stockholders’ Equity. Although such shares were issued in September 2015, they were issued in conjunction with a sale and purchase agreement dated July 21, 2015, at a price equal to the IPO price as the issuance of the stock was contingent on the Company’s successful IPO and in the absence of an IPO, a note would have been issued in lieu of shares. The delayed issuance to September was due solely to the timing of the completion date of the transaction and we believe the inclusion of these shares under such description best represents the nature of the transaction.

The 20,940 shares of Class B common stock are included in Shares issued on the Consolidated Statements of Changes in Stockholders Equity as they were issued in conjunction with McQueen exceeding certain revenue targets subsequent to the transaction date.

July 28, 2016

Page 3

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 28

Results of Consolidated Operations, page 31

3.

 We note that fee revenue increased from $680.9 million to $693.8 million during the fiscal year ended March 31, 2016, an increase of 2%, and increased 15% between fiscal year ended March 31, 2014 and 2015. We also note from your Q4 2016 Earnings Release Call and related presentation that you provide a fulsome discussion of the drivers of your revenue, including the M&A market, that oil and gas related mandates continue to drive growth and that your financial advisory services business was not materially impacted by the recent market volatility and produced the highest fourth quarter revenues in its history. You also provide related quantitative metrics such as the number of Managing Directors per segment, number of closed transactions and number of fee events. Please revise your future filings to enhance your discussion, including related Business Segments discussions, to provide more insight to your investors of the underlying market trends driving current year financial results including related quantitative metrics used to evaluate operating results. Refer to Item 303(A)(3) of Regulation S-K.

Response:

The Company advises the Staff that it will revise future filings to enhance it discussion as requested regarding the drivers of its revenue.  The Company will also include quantitative metrics such as the number of Managing Directors per segment, the number of closed transactions and the number of fee events.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk, page 40

Exchange Rate Risk, page 40

4.

 We note your Risk Factor on page 16 that fluctuations in foreign exchange rates could adversely affect your results, and your disclosure that in particular you are exposed to the Euro and Pound Sterling and the weakening of the Euro and other currencies relative to the U.S. dollar has had, and may continue to have an adverse effect on your revenue. We also note that your exchange rate risk disclosure on page 40 does not appear to be presented in accordance with one of the three disclosure alternatives outlined in Item 305 of Regulation S-K, and instead just discloses the net impact of the fluctuation in your historical periods. Please revise future filings to present your exchange rate risk in accordance with one of the disclosure alternatives outline in Item 305 of Regulation S-K.

Response:

Item 305(a)(1) of Regulation S-K provides that “separate quantitative information shall be presented, to the extent material, for each market risk exposure category” (emphasis added).  The Company respectfully advises the Staff that it has not included a sensitivity analysis with respect to exchange rate risk using one of the three disclosure alternatives outlined in Item 305(a)(1) of Regulation S-K because the Company believes that the relevant amounts are not material.  For example, the effect

July 28, 2016

Page 4

was approximately 0.6% of net income for the year ended March 31, 2016.  The Company undertakes to include the required disclosures in future filings to the extent such amounts become material.

Item 8.  Financial Statements and Supplementary Data, page 41

Note 6.  Goodwill and other Intangible Assets, page 54

5.

 We note that during June, September and November of 2015, you acquired three financial advisory firms and recognized $63.4 million of goodwill and $4.4 million of other intangibles. Please tell us and enhance your disclosure in future filings to discuss the related purchase prices and discuss the factors driving the amount of goodwill recognized, along with the amount of goodwill that is expected to be tax deductible. Please refer to ASC 805-30-50.

Response:

The Company advises the Staff that the Company considered the requirements set forth in ASC 805-30-50 and evaluated the impact of the three acquisitions on its consolidated revenues and consolidated net income. The above acquisitions constituted less than 5% of the Company’s consolidated revenues and consolidated net income for the year ended March 31, 2016. Based on this evaluation, the Company concluded that the supplemental disclosures pursuant to ASC 805-30-50, for the above acquisitions, were not material to its consolidated financial statements either individually or in the aggregate. In addition, only the portion of the goodwill related to the U.S. acquisition is deductible for tax purposes over a 15 year period which is also not material to the Company’s consolidated results.

Form 8-K Filed May 19, 2016

Exhibit 99.1

6.

 We note your presentation of full “Adjusted” non-GAAP income statements for both the twelve months ended March 31, 2016 and 2015, and the three months ended March 31, 2016 and 2015 on page 2 of your earnings release. Please revise future earnings releases to delete the presentation of full non-GAAP income statements. Please refer to Question 102.10 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

The Company advises the Staff that it will revise future earnings releases to delete the presentation of full non-GAAP income statements.

7.

 We note your reconciliation, which is prepared on a full condensed income statement basis, of GAAP to Adjusted Financial Information for both the twelve months ended March 31, 2016 and 2015, and the three months ended March 31, 2016 and 2015 on pages 10 and 11 of your earnings release. Please revise future earnings releases to no longer present a full non-GAAP income statement when reconciling your non-GAAP financial metrics to your GAAP results. Instead, just separately reconcile the non-GAAP metrics on an individual basis which

July 28, 2016

Page 5

are used in your earnings release. Please refer to Question 102.10 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

The Company advises the Staff that it will revise future earnings releases to separately reconcile the non-GAAP metrics on an individual basis.

*    *    *    *    *

In connection with this response, the Company has authorized us to acknowledge on its behalf that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff’s comments do not foreclose the Commission from taking any action with respect to the above-referenced filings; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments with regard to these responses or other matters, or would like any additional information, please do not hesitate to contact me at (213) 891-7421.

 Sincerely,

 /s/ Steven B. Stokdyk

 Steven B. Stokdyk

 of LATHAM & WATKINS LLP

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.

Jeffrey Francis, Partner, KPMG LLP

July 18 , 2016

Mail Stop 4720

Via E -mail
Scott L. Beiser
Chief Executive Officer
Houlihan Lokey, Inc.
10250 Constellation Blvd .
5th Floor
Los Angeles, CA   90067

Re: Houlihan Lokey, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2016
Filed June 23, 2016
Form 8 -K
Filed May 19, 2016
File No. 001 -37537

Dear Mr. Beiser :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2016

General

1. We note that you have an active Form S -8 Registration Statement filed on August 12,
2015.  Please amend your filing to include the consent of your independent registered
public accounting firm or tell us why consent is not required.  Refer to Item
601(b)(23)(ii) of Regulation S -K.

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 2

 Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities , page 25

Unregistered Sa les of Equity Securities and Use of Proceeds , page 25

2. We note that in September 2015 you issued 278,808 shares of Class B common stock at
an agreed upon price of $21.00 per share in conjunction with the acquisition of McQueen
Limited and then in March 201 6 you issued an additional 20,940 shares of Class B
common stock at a price of $25.49 per share to the sellers.  Please tell us and revise your
disclosure to clarify how these issuances of Class B common stock are reflected in your
Consolidated Statements of Changes in Stockholders Equity and tell us the factors
driving the additional issuance of the 20,940 shares in March  2016.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 28

Results of Consolidated Operations , page 31

3. We note that fee revenue increased from $680.9 million to $693.8 million during the
fiscal year ended March 31, 2016, an increase of 2%, and increased 15% between fiscal
year ended March 31, 2014 and 2015.  We also note from your Q4 2016 Earnings
Releas e Call and related presentation  that you provide a fulsome discussion of the drivers
of your revenue, including the M&A market, that o il and gas related mandates continue
to drive growth and that your financial advisory ser vices business was not materially
impacted by the recent market volatility and produced the highest fourth quarter revenues
in its history.  You also provide related quantitative  metrics such as the number of
Managing Directors per segment, number of close d transactions and number of fee
events.  Please revise your future filings to enhance your discussion, including related
Business Segments discussions, to provide more insight to your investors of the
underlying market trends driving current year financia l results including related
quantitative metrics used to evaluate operating results.  Refer to Item 303(A)(3) o f
Regulation S -K.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk, page 40

Exchange Rate Risk, page 40

4. We note your Risk  Factor on page 16 that fluctuations in foreign exchange rates could
adversely affect your results, and your disclosure that in particular you are exposed to the
Euro and Pound Sterling and the weakening of the Euro and other currencies relative to
the U.S . dollar has had, and may continue to have an adverse effect on your revenue.
We also note that your exchange rate risk disclosure on page 40 does not appear to be
presented in accordance with one of the three disclosure alternatives outlined in Item 305
of Regulation S -K, and instead just discloses the net impact of the fluctuation in your

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 3

 historical periods.  Please revise future filings to present your exchange rate risk in
accordance with one of the disclosure alternatives outline in Item 305 of Regul ation S -K.

Item 8.  Financial Statements and Supplementary Data , page 41

Note 6.  Goodwill and Other Intangible Assets, page 54

5. We note that during June, September and November of 2015, you acquired three
financial advisory firms and recognized $63.4 mi llion of goodwill and $4.4 million of
other intangibles.   Please tell us and enhance your disclosure in future filings to discuss
the related purchase prices and discuss the factors driving the amount of goodwill
recognized, along with the amount of goodw ill that is expected to be tax deductible.
Please refer to ASC 805 -30-50.

Form 8 -K Filed May 19, 2016

Exhibit 99.1

6. We note your presentation of full “Adjusted” non -GAAP income statements for both the
twelve months ended March 31, 2016 and 2015, and the three months ended March 31,
2016 and 2015 on page 2 of your earnings release.  Please revise future earnings releases
to delete the presentation of full non -GAAP income statements.  Please refer to Question
102.10 in the updated Compliance and Disclosure Interpretations  issued on May 17,
2016.

7. We note your reconciliation, which is prepared on a full condensed income statement
basis, of GAAP to Adjusted Financial Information for both the twelve months ended
March 31, 2016 and 2015, and the three months ended March 31, 2016 and 2015 on
pages 10 an d 11 of your earnings release.   Please revise future earnings releases to no
longer present a full non -GAAP income statement when reconciling your non -GAAP
financial metrics to your GAAP results.  Instead, just separately reconcile the non -GAAP
metrics on  an individual basis which are used in your earnings release.  Please refer to
Question 102.10 in the updated Compliance and Disclosure Interpretations  issued on May
17, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the co mpany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Scott L. Beiser
 Houlihan Lokey, Inc.
 July 18 , 2016
 Page 4

  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michelle Miller at 202-551-3368  or me at 202-551-3512 with any
questions.

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
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August 10, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Christian Windsor, Will Dorton, Stephanie Ciboroski,   Michelle Miller

Re:

Houlihan Lokey, Inc. (the “Company”)

Registration Statement on Form S-1   (Registration No. 333-205610)

Ladies and Gentlemen:

As representative of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on August 12, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed approximately 893 copies of the Preliminary Prospectus issued August 3, 2015 through the date hereof, to underwriters, dealers, institutions and others.

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representative of the several Underwriters

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:

/s/Michele A.H. Allong

Name: Michele A.H.   Allong

Title: Vice President

[Signature Page to Acceleration Request]

CORRESP
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Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, California 90067

August 10, 2015

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:                                         Christian Windsor, Will Dorton, Stephanie Ciboroski, Michelle Miller

Re:                             Houlihan Lokey, Inc.

Registration Statement on Form S-1 (Registration No. 333-205610)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-205610) (the “Registration Statement”) of Houlihan Lokey, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on August 12, 2015, or as soon as practicable thereafter.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281 or Ryan deFord  (212) 906-1627.

The Company acknowledges the following:

·

should the Commission or the staff, acting pursuant   to delegated authority, declare the filing effective, it does not foreclose   the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting   pursuant to delegated authority in declaring the filing effective, does not   relieve the Company from its full responsibility for the adequacy and   accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the   declaration of effectiveness as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

Thank you for your assistance in this matter.

Very truly yours,

Houlihan Lokey, Inc.

By:

/s/ Christopher M.   Crain

Christopher M. Crain

General Counsel and Secretary

 cc:                             Scott Beiser, Houlihan Lokey, Inc.

J. Lindsey Alley, Houlihan Lokey, Inc.

Marc D. Jaffe, Latham & Watkins LLP

Courtenay Myers-Lima, Latham & Watkins LLP

Ryan K. deFord, Latham & Watkins LLP

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

August 3, 2015

VIA   EDGAR AND OVERNIGHT DELIVERY

Tel:   +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM /   AFFILIATE OFFICES

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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.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 27, 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. 2 (“Amendment No. 2”) 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 31, 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. 2, marked to show changes against Amendment No. 1 to the Registration Statement, which was filed with the Commission on July 27, 2015, 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.

August 3, 2015

Page 2

Basis of Presentation, page ii

1.            We note that in your description of the New Note here and elsewhere (for example, on page 31), you state that you will issue the note to ORIX USA. Please reconcile this with the language in the Subordinated Promissory Note provided as Exhibit 10.6 that indicates that the note will initially be issued to HLHZ, as well as with your statement on page 111 that the New Note is initially payable to HLHZ.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Amendment No. 2 to provide the requested disclosure. See page ii.

Results of Consolidated Operations, page 60

Three Months Ended June 30, 2015 versus June 30, 2014, page 61

2.            We note that bad debt expense for the three months ended June 30, 2015 increased significantly compared to the three months ended June 30, 2014 and is in line with your annual bad debt expense for fiscal years ended March 31, 2014 and 2015. Please enhance your discussion to address the underlying driver(s) for the increase and disclose whether you believe that increased bad debt expense is a trend that is expected to continue.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Amendment No. 2 to provide the requested disclosure. See pages 60 and 61.

Description of Capital Stock, page 119

3.            We note your description of the “Final Conversion Date” upon which all outstanding shares of Class B common stock will convert automatically to Class A common stock. Please reconcile the definition provided here with the definition for the same term provided in Article V of your Amended and Restated Certificate of Incorporation filed as Exhibit 3.1, or otherwise explain why you believe the disclosure in your prospectus is consistent with the definition in your Amended and Restated Certificate of Incorporation.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Amendment No. 2 to provide the requested disclosure. See page 123.

August 3, 2015

Page 3

Notes to Consolidated Financial Statements for the three Months Ended June 30, 2014 and 2015, page F-26

Note 10 – Employee Benefit Plans, page F-43

4.            We note that award offers that are settleable in Fram shares based upon a future determinable stock price are classified as a liability until price is established and resulting number of shares are known, at which time they are transferred to equity awards. We also note that, during the period from April 1, 2015 to June 30, 2015, upon the share price being determined, award offers were converted to cash payments and not transferred to equity awards as described above. Please address the following:

·                 Tell us and enhance your disclosure to address the disparity in your plan description and actual activity reflected.

·                 Clarify in your description of the 2006 Incentive Compensation Plan on page 105, including post-corporate reorganization, whether award offers can be converted to cash payments and how these awards will continue to be governed by their existing terms if in connection with the offering, restricted shares of Fram granted under the 2006 Plan will convert into restricted shares of Class B common stock.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Amendment No. 2 to provide the requested disclosure. See pages 105 through 107.

August 3, 2015

Page 4

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

July 31, 2015

Via Email
Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
Amendment No. 1 to Re gistration Statement on Form S -1
Filed July  27, 2015
  File No. 333 -205610

Dear Mr . Crain :

We have reviewed your amended registration statement and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Basis of Presentation,  page  ii

1. We note that in your description of the New Note here and elsewhere (for example, on
page  31), you state that you will issue the note to ORIX USA.  Please reconcile this with
the language in the Subordinated Promissory Note provided as Exhibit  10.6 that indicates
that the note will initially be issued to HLHZ, as well as with your statement on page  111
that the New Note is initially payable to HLHZ.

Results of Consolidated Operations, page 60

Three Months Ended June 30, 2015 versus June 30, 2 014, page 61

2. We note that bad debt expense for the three months ended June 30, 2015 increased
significantly compared to the three months ended June 30, 2014 and is in line with your
annual bad debt expense for fiscal years ended March 31, 2014 and 2015 .  Please

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
July 31, 2015
Page 2

 enhance your discussion to address the underlying driver(s) for the increase and disclose
whether you believe that increased bad debt expense is a trend that is expected to
continue.

Description of Capital Stock, page  119

3. We note your desc ription of the “Final Conversion Date” upon which all outstanding
shares of Class  B common stock will convert automatically to Class  A common stock.
Please reconcile the definition provided here with the definition for the same term
provided in Article  V of your Amended and Restated Certificate of Incorporation filed as
Exhibit  3.1, or otherwise explain why you believe the disclosure in your prospectus is
consistent with the definition in your Amended and Restated Certificate of Incorporation.

Notes to Consolidated Financial Statements for the three Months Ended June 30, 2014 and 2015,
page F -26

Note 10 – Employee Benefit Plans, page F -43

4. We note that award offers that are settleable in Fram shares based upon a future
determinable stock price are cl assified as a liability until price is established and resulting
number of share s are known, at which time they are transferred to equity awards.  We
also note that , during the period from April 1, 2015 to June 30, 2015, upon the share price
being determin ed, award offers were converted to cash payments and not transferred to
equity awards as described above.   Please address the following:

 Tell us and enhance your disclosure to address the disparity in your plan
description and actual activity reflected.

 Clarify in your description of the 2006 Incentive Compensation Plan on page 105,
including post -corporate reorganization, whether award offers can be converted to
cash payments and how these awards will continue to be governed by their
existing terms if in  connection with the offering, restricted shares of Fram granted
under the 2006 Plan will convert into restricted shares of Class B common stock.

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
July 31, 2015
Page 3

 You may  contact Michelle Miller, Staff Accountant,  at (202) 551 -3368  or Stephanie
Ciboroski, Senior Assista nt Chief Accountant,  at (202) 551 -3512  if you have questions regarding
comments on the financial s tatements and related matters.  Please contact Will Dorton, Staff
Attorney,  at (202) 551 -3107 or me at (202) 551 -3419  with any other questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel

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

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Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christian Windsor

FOIA Confidential Treatment Request

Under 17 C.F.R.   §200.83

Re:                          Houlihan Lokey, Inc. | Anticipated Price Range Registration Statement on Form S-1 (File No. 333-205610)

Ladies and Gentlemen,

Reference is hereby made to the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), of Houlihan Lokey, Inc. (the “Company”) in connection with the offering of shares of the Company’s Class A common stock (the “Offering”).

To assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review, we supplementally advise the Staff as follows on behalf of the Company:

·                 Based on discussions between the Company and the underwriters, the estimated per share price to the public in the Offering is expected to be between $[***] and $[***], after giving effect to a stock split of [***] to 1, which is expected to be effected prior to the Offering and which the Company expects to reflect in the preliminary prospectus prior to the commencement of the Offering.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOULIHAN LOKEY, INC.

July 29, 2015
   Page 2

The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its evaluation of stock compensation and certain other matters in connection with its review of the Company’s Registration Statement.  For clarity, the Company advises the Staff that, given the volatility of the public trading market and the uncertainty of the timing of the Offering, the Company and the underwriters have not yet finally agreed to a size or a price range for the Offering and the Company has not yet conclusively determined the ratio of the split of the Class A common stock referred to above. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the Offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, including a price range of no more than $2.00.

The Company respectfully requests that the information contained in this request letter be treated as confidential information and that the Commission provide timely notice to Scott Beiser, Chief Executive Officer, Houlihan Lokey, Inc., 10250 Constellation Blvd., 5th Floor, Los Angeles, California 90067, telephone (310) 788-5254, before it permits any disclosure of the underlined and highlighted information contained in this request letter.

The Company and the underwriters are currently preparing to circulate copies of the preliminary prospectus in connection with the Offering as early as August 3, 2015.  We would be grateful for the Staff’s efforts to provide any further comments as soon as possible.

Please direct any questions or comments regarding this letter or the Registration Statement to the undersigned at (212) 906-1281 or to Ryan K. deFord of this firm at (212) 906-1627. Thank you for your assistance.

Very truly yours,

/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

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOULIHAN LOKEY, INC.

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

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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

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

July 21, 2015

Via E -Mail
Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
Registration Statement on Form S -1
Filed July 10 , 2015
  Commission File No. 333-205610

Dear Mr. Crain :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an ame ndment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

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.

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 owne rs 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

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
July 21 , 2015
Page 2

 default under either of these arrangemen ts.  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.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written stat ement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of th e Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the S ecurities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registrat ion statement.

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
July 21 , 2015
Page 3

You may contact Michelle Miller, Staff Accountant, at (202) 551 -3368  or Stephanie
Ciboroski, Senior Assistant Chief Accountant, at (202) 551 -3512 if you have questions regarding
comments on the financial statements and related matters.  Please contact Will Dorton, Staff
Attorney, at (202) 551 -3107  or me at (202) 551 -3419  with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel

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

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July 10,   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: Christopher Windsor

Re:                             Houlihan Lokey, Inc.
 Draft Registration Statement on Form S-1
 Confidentially Submitted May 8, 2015
 CIK No. 0001302215

Ladies and Gentlemen:

On behalf of our client, Houlihan Lokey, Inc., a California 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 the above-captioned Registration Statement on Form S-1 (as amended, the “Registration Statement”), which was initially publicly filed with the Commission on the date hereof.

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 June 30, 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 Registration Statement, marked to show changes against Amendment No. 1 to the Company’s Draft Registration Statement on Form S-1, 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 10, 2015

Page 2

Overview, page 1

1.              We note that you revised your 2000 revenues from the $205 million disclosed in your initial Draft Registration Statement to the $144.1 million disclosed in the amendment submitted June 18, 2015. Please tell us the reason for the change in revenue for the year 2000.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the reason for the change in revenue for the year 2000 is because the Company’s initial Draft Registration Statement included revenues for calendar 2000.  This presentation was revised in Amendment No. 1 to the Company’s Draft Registration Statement to include revenues for the fiscal year ended March 31, 2000.

Risk Factors, page 21

Risks Related to Our Business, page 21

2.              We note your risk factor about the significant control over your corporate actions that ORIX will retain following the offering. Please add a separate risk factor in this section that discusses your significant continued exposure to ORIX from a business standpoint after the offering. For instance, we note that you had $328 million in receivables with ORIX and its affiliates as part of your existing cash management arrangements. After the offering, the new Cash Management Agreements contemplate lending up to $400 million to ORIX and ORIX Global. Finally, we note that ORIX will continue to provide services, including management, accounting and regulatory services, to you after the offering under the Transition Services Agreement. Consequently, if ORIX were to encounter operational or financial difficulties, your operations or financial condition may be impacted.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to include a separate risk factor discussing its continued exposure to ORIX from a business standpoint after the offering. See page 33.

Corporate Reorganization, page 41

3.              We note your response to prior comment 11. Please revise your disclosure to provide a brief description of the non-operating assets that will be included in the distribution to your existing owners.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Registration Statement to provide the requested disclosure. See page 44.

July 10, 2015

Page 3

4.              In certain places in your amendment you seem to imply that there may be certain HL Holders who are not party to the HL Voting Trust Agreement (e.g., “the HL Holders party to the HL Voting Trust Agreement will deposit their common stock…” on page 42). In other places, however, you imply that all of the HL Holders will be party to the HL Voting Trust Agreement (e.g., “the HL Holders through the HL Voting Trust will own shares of Class B Common Stock…” on page 43). Please revise your disclosure to clarify whether you anticipate that all or only some HL Holders will become party to the HL Voting Trust Agreement.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Registration Statement to clarify that it anticipates that no more than an immaterial amount of shares of common stock will be held by the Company’s existing owners (other than ORIX USA) that do not become party to the HL Voting Trust Agreement. See pages 16 and 44.

Financial Advisory Services, page 58

5.              We note from your discussion on page 7 that your Financial Advisory Services segment includes a wide range of services including Transaction Opinions, Portfolio Valuation, Tax and Financial Reporting Valuation and Consulting Services. Please enhance your Financial Advisory Services revenue discussion to discuss the relative contribution of each major service contributor to the respective revenues for the periods presented as well as the drivers for significant changes in contribution.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it does not believe it is necessary or appropriate to quantify the relative contribution of each major service contributor within the Financial Advisory Services segment.  The public disclosure of such information below the segment level would provide the Company’s competitors with commercially sensitive information about the Company and its businesses. Because the Company does not have access to similar information regarding its competitors, disclosure of such information would place the Company at a substantial competitive disadvantage.  Furthermore, the Company does not believe that such information would be material to an understanding of the Company’s business as the largest service within the Financial Advisory Services segment represents less than 4.6% of the fiscal 2015 revenues of the Company. Accordingly, the Company believes the disclosure provided is sufficient.

July 10, 2015

Page 4

Contractual Obligations, 61

6.              We note your response to prior comment 25. Please tell us and provide the details to support your conclusion that the financial impact related to the calls and put rights that were issued under an agreement related to an unconsolidated entity are not material to your financial statements. Additionally, tell us how you concluded that disclosure related to this transaction was not required as a subsequent event pursuant to the guidance in ASC 855-10-25-3 and 855-10-55-2.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company considered the requirements set forth in ASC 855-10-25-3 and 855-10-55-2 and evaluated the impact of the calls and put rights associated with its participation in a joint venture in Australia on its consolidated revenues and consolidated net income. As previously noted in the Company’s Draft Registration Statement, the calls and put rights on the joint venture partner’s shares are exercisable at a future date at a multiple of the then preceding year’s revenues. As the joint venture has generated no revenues through March 31, 2015, any value ascribed to the calls and put rights which were recently issued in May 2015 are concluded to be immaterial.  Management will continue to assess the valuation of the calls and put rights on a periodic basis.  Based on this evaluation, the Company concluded that the supplemental disclosures pursuant to ASC 855-10-25-3 and 855-10-55-2, for the noted joint venture were not material to its consolidated financial statements.

Recognition of Revenue, page 63

7.              We note your response to prior comment 26 and the revised disclosure on page 63. Please revise to discuss the specific measures the deal team uses to evaluate the status of engagements, including the relationship of the measures to total services required to be performed. Additionally, disclose how your accounting group evaluates management’s estimate of the relative proportion of service provided through the financial reporting date to total services required to be performed.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the applicable sections of the Registration Statement to provide the requested disclosure. See page 66. The Company advises the Staff that, as noted in the Registration Statement, the Company’s fixed fee engagements are short term in duration and are small in total revenue per engagement and are, therefore, immaterial to the Company’s total revenues.  At the end of each of fiscal 2014 and fiscal 2015, revenues for engagements where revenue was recognized proportionally during such fiscal year and that were not 100% complete at the end of such fiscal year constituted less than 2% of total revenues for such fiscal year.

July 10, 2015

Page 5

Description of Capital Stock, page 109

Voting Rights, page 109

8.              In the first paragraph, you state that Class A and Class B common stock have identical rights “except as otherwise expressly provided in our…certificate of incorporation.” Please revise this section to discuss all material exceptions to the general rule that are expressly provided in the certificate of incorporation, or confirm that all material exceptions have been disclosed in this section.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement so that all material exceptions have been disclosed in this section. See page 112.

Note 2 - Summary of Significant Accounting Policies, page F-9

9.              We note your response to prior comment 40. We do not concur that your reclassification of reimbursements for out-of-pocket expenses presented net against the related expenses is in accordance with ASC 605-45-45-22 and 23. However, on the basis of materiality and since you have disclosed such amounts, we will not object to your current presentation. However if such amounts were to become material in the future, we may reconsider your policy. Additionally, you may provide us with additional information to explain how your policy complies with ASC 605-45-45-22 and 23.

Response:

The Company respectfully acknowledges the Staff’s comment and acknowledges that the Staff may reconsider the Company’s policy in the future.

Note 3 - Investments in Unconsolidated Entities, page F-13

10.       In an effort to increase transparency related to your investments in unconsolidated entities, please disclose the respective investment balance for each investment.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that given that these investments are in privately held companies, the inclusion in the Registration Statement of information regarding the value of these companies implicates confidentiality concerns for the Company. Furthermore, the investment in the heavy highway construction firm based in Phoenix, Arizona will be distributed to the Company’s existing owners and out of the Company’s ownership structure prior to the completion of this offering, as described on page 44 of the Registration Statement.  Finally, the Company supplementally advises the Staff that the aggregate value of the investment in the financial advisory firm based in India and the investment in the joint venture in Australia did not exceed $5.0 million as of the end of fiscal 2015 and is, therefore, immaterial to the Company’s business.  Accordingly, the Company does not believe that such information would be material to an understanding of the Company’s business and, therefore, believes the disclosure provided is sufficient.

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

June 30, 2015

Via E -Mail
Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
Amendment No. 1  to
Draft Registration Statement on Form S -1
Submitted June  18, 2015
  CIK No. 001302215

Dear Mr. Crain :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Overview, page  1

1. We note that you revised your 2000 revenues from the $205 million disclosed in your
initial Draft Registration Statement to the $144.1 million disclosed in the amendment
submitted June 18, 2015.  Please tell us the reason for the change in revenue for the year
2000.

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 2

 Risk Factors, page  21

Risks Related to Our Business, page 21

2. We note your risk factor about the significant control over your corporate actions that
ORIX will retain following the offering.  Please add a separate risk factor in this section
that discusses your significant continued exposure to ORIX from a business standpoint
after the offering.  For instance, we note that you had $328 million in receivables  with
ORIX and its affiliates as part  of your existing cash management arrangements.  After the
offering, the new Cash Management Agreements contemplate lending up to $400 million
to ORIX and ORIX Global.  Finally, we note that ORIX will continue to provide
services, including management, acc ounting and regulatory services , to you after the
offering under the Transition Services Agreement.  Consequently, if ORIX were to
encounter operational or financial difficulties, your operations or financial condition may
be impacted.

Corporate Re organiz ation , page 41

3. We note your response to prior comment 11.  Please revise your disclosure to provide a
brief description of the non -operating assets that will be included in the distribution to
your existing owners.

4. In certain places in your amend ment you seem to imply that there may be certain HL
Holders who are not party to the HL Voting Trust Agreement (e.g., “the HL Holders
party to the HL Voting Trust Agreement will deposit their common stock…” on
page  42).  In other places, however, you imply  that all of the HL Holders will be party to
the HL Voting Trust Agreement (e.g., “the HL Holders through the HL Voting Trust will
own           shares of  Class  B Common Stock…” on page  43).  Please revise your
disclosure to clarify whether you anticipate  that all or only some HL Holders will become
party to the HL Voting Trust Agreement.

Financial Advisory Services, page 58

5. We note  from your discussion on page 7  that your Financial Advisory Services segment
includes a wide range of services including  Transaction Opinions, Portfolio Valuation,
Tax and Financial Reporting Valuation and Consulting Services.  Please enhance your
Financial Advisory Services revenue discussion to discuss the relative contribution of
each major service contributor to the res pective revenues for the periods presented as
well as the drivers for significant changes in contribution.

Contractual Obligations, 61

6. We note your response to prior comment 25.  Please tell us and provide the details to
support your conclusion that the financial impact related to the calls and put rights that

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 3

 were issued under an agreement related to an unconsolidated entity are not mate rial to
your financial statements.  Additionally, tell us how you concluded that disclosure related
to this transaction was not required as a subsequent event pursuant to the guidance in
ASC 855 -10-25-3 and 855 -10-55-2.

Recognition of Revenue, page 63

7. We note your response to prior comment 26 and the revised disclosure on page 63.
Please revise to discuss the specific measures the deal team uses to evaluate the status of
engagements, including the relationship of the measures to total services requi red to be
performed.  Additionally, disclose how your accounting group evaluates management’s
estimate of the relative proportion of service provided through the financial reporting date
to total services required to be performed.

Description of Capital  Stock, page 109

Voting Rights, page 109

8. In the first paragraph, you state that Class A and Class B common stock have identical
rights “except as otherwise expressly provided in our…certificate of incorporation.”
Please revise this section to discuss  all material exceptions to the general rule that are
expressly provided in the certificate of incorporation, or confirm that all  material
exceptions have been disclosed in this section.

Note 2  - Summary of Significant Accounting Policies, page F -9

9. We note  your respons e to prior comment  40.  We do not concur that your reclassification
of reimbursements for out -of-pocket expenses presented net against the related expenses
is in accordance with ASC 605 -45-45-22 and 23.  However, on the basis of materiality
and since you h ave disclosed such amounts, we will not object to your current
presentation.  However if such amounts were to become material in the future, we  may
reconsider your policy.  Additionally, you may provide us with additional information to
explain how your po licy complies with ASC 605 -45-45-22 and 23.

Note 3  - Investments in Unconsolidated Entities, page F -13

10. In an effort to increase transparency related to your investments in unconsolidated
entities, please disclose the respective investment balance for  each investment.

You may contact Michelle Miller, Staff Accountant, at (202) 551 -3368  or Stephanie
Ciboroski, Senior Assistant Chief Accountant, at (202) 551 -3512 if you have questions regarding

Christopher M. Crain, Esq.
Houlihan Lokey, Inc.
June 30, 2015
Page 4

 comments on the financial statements and related matters.  Please contact Will Dorton, Staff
Attorney, at (202) 551 -3107  or me at (202) 551 -3419  with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel

June 4, 2015

Via E -Mail
Christopher M. Crain, Esq.
General Counsel
Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

Re: Houlihan Lokey, Inc.
Draft Registration Statement on Form  S-1
Submitted May  8, 2015
  CIK No. 0001302215

Dear Mr. Crain :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. Please provide us with copies of any graphical materials or artwork, including logos, that
you intend to use in your prospectus.  Please refer to Question  101.02 of our Compliance
and Disclosure Interpretations (Securities Act Forms) for guidance.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule  405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section  5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance on Section  2(a)(3) of th e Securities Act by Section  105(a) of the

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 2

 Jumpstart Our Business Startups Act by any broker or dealer that is participating or will
participate in your offering.

Overview, page  1

3. We note your statement that you achieved compound annual growth rates of  8.8% and
9.7% in revenues and net income, respectively, from 2000 to 2014.  We also note that, in
this passage and throughout your prospectus, you refer to your revenues as stable and
predictable, both as compared to your competitors and generally.  Pleas e expand your
disclosure as applicable to note any years in which your revenue and/or net income
significantly diverged from these historical averages.

Our Services, page  4

4. We note your statement here, and elsewhere, that you receive upfront and month ly
retainer fees in a majority of your Corporate Finance and Financial Restructuring
engagements.  We also note that on page  22 you state that for advisory engagements that
do not result in the successful consummation of a transaction, you sometimes receiv e a
“modest retainer.”  Finally, we note that, while you received retainer and/or progress fees
for 89% of your financial restructuring engagements, they combined to account for only
29% of your revenues in fiscal 2014.  Please consider revising this discl osure to include
information about the relative contribution that these types of fees make to your overall
revenues.

5. You state that your ability to provide customized capital markets solutions in the private
capital markets differentiates you from bulg e-bracket firms that focus on competing in
more standardized and commoditized financings.  Please expand your disclosure to
briefly describe the role or roles that you play in these types of private capital market
transactions.

Our Market Opportunity, pag e 7

Growth in Corporate Debt Issuance and Rise in Restructuring Activity, page  8

6. We note your statement that a spike in default rates often follows periods of substantial
leveraged loans and high yield issuances, which you indicate that you expect to occur
even if the macroeconomic environment continues to improve.  We also note that the past
two such spikes, as illustrated in your chart on page  9, occurred in proximity to U.S.
economic recessions.  Please reconcile these statements, along  with your s tatements
elsewhere (for example, on page  7) that the U.S. macroeconomic environment is
stabilizing and the market is returning to higher levels.

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 3

 Summary Consolidated Financial and Other Data, page 18

7. We note that you have presented your financial data within the front part of the document
based on the oldest periods displayed first, but in your consolidated financial statements,
you have presented the most current data presented first.  Please revise your
chronological ordering of data to be consis tently presented throughout the entire
document.  Please refer to SAB Topic 11:E.

Risk Factors, page  20

General

8. A number of your risk factors discuss risk in generic terms, without providing the
investor with an indication of the likelihood that the risk may occur or the potential
impact of the risk on your financial condition.  For instance, on page 27 you discuss the
risk that your clients may not be able to pay you for your services.  How many clients
have failed to pay their bills in each of the l ast two fiscal years and what was the total
amount of fees that remain uncollected due to default?  Also, how much of your earned
fees are currently unpaid by your clients?  Similarly, on page 28 you discuss the potential
impact of operational risks.  Have  you suffered any significant losses or other damages as
a result of operational risks, or has your controls testing indicated that you have a
significant deficiency?  Revise all your risk factors so that they provide the investor with
an idea of the likel ihood that a risk may impact your results and the potential impact on
your assets and earnings.  For instance, please review the first risk factor on page 24, the
last risk factor on page 26, the last risk factor on page 28 and the first risk factor on pag e
29.

We may not be able to generate sufficient cash in the future to service any future indebtedness,
page  27

9. Please revise this risk factor to indicate that you have current plans to incur indebtedness
in connection with the offering.

Corporate Reorganization , page 40

10. In order for investors to better understand the change in your organizational structure as
you transition to a public company, consider providing a graphical presentation of the
current corporate structure and the corporate str ucture after the reorganization and
offering.  The presentation should also clarify which assets will be added to Houlihan
Lokey and the assets which will be distributed to ORIX USA and the other current
owners of the existing entity prior to the offering.

11. You state that prior to the consummation of this offering, you will make a distribution to
your existing owners consisting of cash and certain of your non -operating assets.  We

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 4

 also note per page 53 that your non -operating minority investment in an engineering
business will be distributed among other assets, to the existing owners of Houlihan Lokey
as part of the corporate reorganization.  Please clarify which assets, including the related
carrying value, will be include in the distribution to your e xisting owners.  Additionally,
in light of this distribution and other reorganization transactions occurring, please tell us
how you concluded that pro forma financial statements prepared in accordance with
Article 11 of Regulation S -X were not required.

12. We note from your discussion of your 2006 Incentive Compensation Plan on page 96,
that in connection with the corporate reorganization, outstanding restricted stock granted
pursuant to the 2006 Plan will convert into restricted shares of Class B common  stock.
Please enhance and clarify in your “Corporate Reorganization” and “Effects of the
Corporate Reorganization and this Offering” discussions how the conversion of
outstanding restricted stock granted under the 2006 Incentive Plan will be effected.

13. We note from you disclosure on page F -14, that ORIX USA has the right, but not the
obligation, to purchase shares to maintain its majority effective ownership of the
Company and that historically it has exercised this right.  Please clarify whether ORI X
USA will maintain the right, post corporate reorganization to maintain its effective
ownership of the Company.

Capitalization, page 43

14. We note that you have included Receivable from affiliates in your capitalization table.
Please explain the basi s thereof and tell us whether this line item is expected to be
affected by any pro forma adjustments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page  48

Business Environment and Outlook, page  49

15. We note yo ur statement here, and elsewhere in the registration statement, that demand for
your financial restructuring services remains “reasonably strong.”  Please expand your
disclosure to clarify what the benchmark for this comparison is (i.e. as compared to your
performance in prior years, or, alternatively, as compared to your peer companies, for
example).  We note that revenues and earnings for the nine month period ending
December 31, 2014 declined compared to the prior year period.

16. In your Overview discu ssion on page 1 you state that Houlihan Lokey is a leading global
independent investment bank with 17 offices globally and on page 25 your disclose that
14% of your revenue was earned from international operations. Please enhance your Fee
Revenue discussio n on page 49 to disclose fees earned from your international

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 5

 operations, including by business segment, as applicable, for the respective periods
presented.  Additionally, to the extent that any specific countries account for the majority
of the internatio nal revenue, please disclose those countries.

Key Financial Measures, page 49

Operating Expenses; Employee Compensation and Benefit Expenses, page 50

17. Please revise this section, or another appropriate portion of your Management’s
Discussion and Analysis, to discuss any reason why compensation expense appears to
rise faster than your revenues, but also will decline faster than revenues contract.  For
instance, we note that overall compensation expenses increased 19% in the year ended
March 31, 2014 compared to the prior year, and 20% in in the nine month period ending
December 31, 2014 compared to the same period in 2013.  However, Fee revenue
increased 1 4% and 19% over the same periods.  Conversely, when revenues for your
restructuring unit declined in the nine month period ending December 31, 2014 compared
to 2013, compensation declined 25%.

18. In your discussion of employee compensation and benefits  expenses, you state that your
existing arrangements with your affiliate, ORIX USA, will terminate and that your
compensation and benefits expenses to fee revenue has been higher than what you intend
to target.  You also state that you plan to target a com pensation ratio of approximately
65% to 66%.  Please clarify if your target compensation ratio is calculated based on
compensation and benefits expenses to fee revenue and revise your discussion to disclose
what the ratio has been for the periods presented .

Business Segments, page  53

Corporate Finance, page  54

19. We note your table on page 55 of U.S. M&A market and M& A transaction information
specific to Houlihan Lokey based on Thomson Reuters reporting.  In the table and the
discussion following the table you state that U.S. M&A transactions announced and
completed increased 6% and 3%, respectively compared with the y ear ended March 31,
2013 and the number of U.S. M&A transactions announced and completed for the nine
months ended December 31, 2014 increased 10% and 6%, respectively, compared with
the nine months ended December 31, 2013.  However, these changes do not c orrespond
with the number changes shown in the table.  Specifically, it appears that either the
percentage changes all have the wrong signs, or that the data in the table is incorrectly
included in the wrong column of the table. Please revise the tables an d/or percentages
accordingly, along with the qualitative discussion on page 56 related to your analysis of
your segment results.

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 6

 20. We note your disclosure on page 56 that during the year ended March, 31, 2014 versus
March 31, 2013, you experienced a 1 9.6% increase in your average fee for closed
corporate finance transactions, and that for the nine months ended December 31, 2014
versus the nine months ended December 31, 2013, you experienced a 29% increase in
your average fee for the closed corporate fi nance transactions.  Please clarify how this
percentage increase is calculated and discuss the drivers of the increase in the average
fee.  To the extent there are any known trends or uncertainties regarding the continued
growth in the average fee rate, pl ease discuss them.

Corporate Revenues and Expenses, page 59

21. We note from your disclosure that corporate expenses increased by 38% for the year
ended March 31, 2014 compared to the year ended March 31, 2013, and increased an
additional 23% during the nine months ended December 31, 2014 compared to the nine
months ended December 31, 2013.  In both cases, your disclosure indicates that the
increase in these expenses was primarily a result of increased compensation costs to
corporate employees.  Please ex pand your disclosure to provide the underlying drivers
(e.g. increase in number of employees, nature of the employees’ functions, nature of
benefits offered, etc.)  of these compensation increases for each period presented.

Liquidity and Capital Resourc es, page  60

22. We note that you loan excess cash on hand to ORIX USA and that you intend to continue
your current cash management processes.  Please expand this disclosure to provide a
general description of the terms of this arrangement, including a dis cussion of any
collateral provided to secure these loans and any other types of recourse that you have
against ORIX USA in the case of nonpayment.

23. We note from your discussion that a significant use of your cash is your loan receivable
from ORIX USA.  Enhance your discussion to address how the impact of this offering,
related reorganization and agreements will impact this lending arrangement with ORI X
USA and the related impact to your liquidity, including any expected changes in uses and
sources of liquidity.  Refer to Item 303(A)(1) of Regulation S -K.

24. We note that for the periods ending March 31, 2014, and 2013 and the nine months
ending Dece mber 31, 2014 and 2013, you paid cash dividends to your stockholders.
Enhance your discussion to address how you expect both the corporate reorganization
and this offering to impact this trend.  Refer to Item 303(A)(1) of Regulation S -K.

Contractual Obli gations, page 62

25. We note that in conjunction with your minority investment in an unconsolidated entity
call and put rights were issued each at a multiple of the prior twelve months net income

Christopher M. Crain , Esq.
Houlihan Lokey, Inc.
June 4, 2015
Page 7

 times the percentage of ownership being acquired or sold.  Please revise your Summary
of Significant Accounting Policies to disclose your accounting policy for the options and
tell us how you have determined the value of the options.

Critical Accounting Policies and Estimates, page 63

Recognition of Revenue, pa ge 63

26. Disclose the specific method you use to measure the estimates of work completed under
the proportional revenue methodology.   Additionally, discuss the estimates and
assumptions involved in evaluating the profitability and stage of completion of projects.
27. Your disclosu