Moelis & Co NY false 0001596967 0001596967 2019-09-02 2019-09-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 2, 2019

 

MOELIS & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36418

 

46-4500216

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

399 Park Avenue, 5th Floor

New York, New York

 

10022

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (212) 883-3800

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock

 

MC

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 8.01. Other Events.

On September 2, 2019, Moelis & Company (the “Company”) agreed to sell 8.0 million Moelis Australia Limited (ASX: MOE) shares to MOE via a selective buyback at a price of $3.40 (AUD) per share. This selective buyback is subject to MOE shareholder approval, and an independent expert providing an opinion that the buyback is fair and reasonable to all MOE shareholders (other than Moelis), at an EGM to be held in Australia in the coming months.

In conjunction with the selective buyback, on September 2, 2019, Moelis sold 10.5 million MOE shares at $3.40 (AUD) per share to public market investors and 2.0 million shares, at the same price, to the Moelis Australia Employee Share Trust, which holds MOE shares for the benefit of MOE employees.

On September 3, 2019, the Company issued a press release announcing these transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit

Number

   

Description

         
 

99.1

   

Press release of Moelis & Company dated September 3, 2019.

2

EXHIBIT INDEX

Exhibit

Number

   

Description

         
 

99.1

   

Press release of Moelis & Company dated September 3, 2019.

         
 

104

   

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOELIS & COMPANY

     

By:

 

/s/ Osamu Watanabe

Name:

 

Osamu Watanabe

Title:

 

General Counsel and Secretary

Date: September 3, 2019

4

Exhibit 99.1

 

LOGO

Moelis & Company reduces ownership interest in Moelis Australia Limited

New York, September 3, 2019: Moelis & Company (NYSE: MC), a leading global independent investment bank, today announced that the Firm will sell 8.0 million Moelis Australia Limited (ASX: MOE) shares to MOE via a selective buyback at a price of $3.40 (AUD) per share. This selective buyback is subject to MOE Shareholder approval, and an independent expert providing an opinion that the buyback is fair and reasonable to all MOE shareholders (other than Moelis), at an EGM to be held in Australia in the coming months.

In conjunction with the selective buyback, on September 2, 2019, Moelis sold 10.5 million MOE shares at $3.40 (AUD) per share to public market investors and 2.0 million MOE shares, at the same price, to the Moelis Australia Employee Share Trust, which holds MOE shares for the benefit of MOE employees (collectively, the “Share Sale”).

Following implementation of the selective buyback, Moelis’ share ownership in Moelis Australia will be 19.98%. There will be no change to the Moelis Australia board composition and the strategic alliance in Corporate Advisory services between Moelis and Moelis Australia remains unchanged.

The buyback and sale price of $3.40 (AUD) per MOE share represents a 6.6% discount to the 30–day volume weighted average price for MOE shares up to and including September 2, 2019. The Share Sale and selective buyback transactions are expected to close in the third and fourth quarters of 2019, respectively.

Moelis Australia staff will continue to have a significant interest in MOE, holding over 52 million MOE shares, representing approximately 35.5% of issued capital, post implementation of the selective buyback.

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About Moelis & Company

Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors. The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. Moelis & Company’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, and other corporate finance matters. The Firm serves its clients from 19 geographic locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com or follow us on Twitter @Moelis.    

Media Contact:

Andrea Hurst

Moelis & Company                 

T: + 1 212 883 3666                

M: 1 347 583 9705

andrea.hurst@moelis.com

Investor Contact:

Michele Miyakawa

Moelis & Company

T: + 1 310 443 2344

michele.miyakawa@moelis.com