SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(RULE 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
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Houlihan Lokey, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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441593100
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(CUSIP Number)
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Ryan Farha
ORIX HLHZ Holding LLC
1717 Main Street, Suite 1100
Dallas, Texas 75201
214-237-2242
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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August 18, 2015
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 441593100 | SCHEDULE 13D | Page 2 of 10 |
1.
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NAME OF REPORTING PERSONS
ORIX HLHZ Holding LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) x
(B) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
53,043,250
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
21,610,331
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,043,250
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.4%
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14.
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 441593100 | SCHEDULE 13D | Page 3 of 10 |
1.
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NAME OF REPORTING PERSON
ORIX Corporation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) x
(B) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Tokyo, Japan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
53,043,250
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
21,610,331
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,043,250
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.4%
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14.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 4 of 10
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 5 of 10
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Item 5.
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Interest in Securities of the Issuer
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(1) Number of Shares of Class A
Common Stock Owned |
(2) Percentage of Class A Common
Stock Represented by Amount in Column (1) |
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Reporting Persons
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21,610,331
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64.1% (a)(b)
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HL Voting Trust
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31,432,919
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72.2% (a)(c)
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Total
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53,043,250
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81.4% (a)(d)
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(a)
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Based on 12,084,524 shares of Class A Common Stock, outstanding as of August 18, 2015 as reported in the Issuer’s final prospectus relating to its initial public offering, dated August 12, 2015 and filed with the Securities and Exchange Commission on August 14, 2015 (the “Prospectus”).
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(b)
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Assuming conversion of the 21,610,331 shares of Class B Common Stock owned by the Reporting Persons into 21,610,331 shares of Class A Common Stock and assuming no other holders of Class B Common Stock convert their shares.
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(c)
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Assuming conversion of the 31,432,919 shares of Class B Common Stock held by HL Voting Trust into 31,432,919 shares of Class A Common Stock and assuming no other holders of Class B Common Stock convert their shares.
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(d)
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Assuming conversion of the 53,043,250 shares of Class B Common Stock held by the Reporting Persons and the HL Voting Trust into 53,043,250 shares of Class A Common Stock and assuming no other holders of Class B Common Stock convert their shares.
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 6 of 10
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 7 of 10
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Item 7.
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Material to Be Filed as Exhibits.
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Exhibit
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Description
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A
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Joint Filing Agreement dated as of August 28, 2015
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B
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Underwriting Agreement, dated as of August 12, 2015
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C
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Lock-up Agreement, dated as of August 12, 2015
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D
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Stockholders’ Agreement, dated as of August 18, 2015 (incorporated by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 21, 2015)
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E
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Registration Rights Agreement, dated as of August 18, 2015 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on August 21, 2015)
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 8 of 10
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ORIX HLHZ Holding LLC
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By:
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ORIX Capital Markets, LLC, its managing member
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By:
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/s/ Paul E. Wilson | |||
Name:
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Paul E. Wilson
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Title:
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Chief Financial Officer
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ORIX Corporation
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By:
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/s/ Hideto Nishitani | |||
Name:
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Hideto Nishitani
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Title:
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Executive Officer
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 9 of 10
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Name
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Current Positions and Principal Outside Positions
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Makoto Inoue
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Director; Representative Executive Officer; President and Chief Executive Officer
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Kazuo Kojima
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Director; Representative Executive Officer; Deputy President and Chief Financial Officer; Head of Global Business and Alternative Investment Headquarters; Outside Director, Ubiteq, INC.
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Yoshiyuki Yamaya
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Director; Representative Executive Officer; Deputy President; Responsible for Retail Segment; Responsible for Retail Business Planning Office; Responsible for Concession Business Development Department; President, ORIX Credit Corporation
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Tamio Umaki
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Director; Deputy President and Chief Information Officer; Head of Human Resources and Corporate Administration Headquarters; Responsible for Secretarial Office
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Katsunobu Kamei
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Director; Corporate Executive Vice President; Responsible for Corporate Financial Services Segment and Maintenance Leasing Segment; President, ORIX Auto Corporation
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Yuichi Nishigori
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Director; Corporate Senior Vice President; Head of Energy and Eco Services Business Headquarters; Outside Director, Ubiteq, INC.
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Hideaki Takahashi
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Non-Executive Director; Professor, Graduate School of Media and Governance at Keio University; Outside Director, Fukuoka Financial Group, Inc.
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Eiko Tsujiyama
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Outside Director; Professor, Faculty of Commerce at Waseda University; Corporate Auditor, Mitsubishi Corporation; Corporate Auditor, Lawson, Inc.; Audit & Supervisory Board Member, NTT DOCOMO, Inc.; Audit & Supervisory Board Member, Shiseido Company, Limited
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Robert Feldman (U.S. citizen)
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Outside Director; Managing Director and Chief Economist, Morgan Stanley MUFG Securities Co., Ltd.
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Takeshi Niinami
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Outside Director; President and Chief Executive Officer, Member of the Board, Representative Director, Suntory Holdings Limited.; Outside Director, ACCESS, Co., Ltd.; Outside Director, Mitsubishi Motors Corporation
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Nobuaki Usui
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Outside Director; Corporate Auditor, KONAMI CORPORATION
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Ryuji Yasuda
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Outside Director; Outside Director, Daiwa Securities Group Inc.; Outside Director, Fukuoka Financial Group, Inc.; Outside Director, Yakult Honsha Co., Ltd.; Outside Director, Benesse Holdings, Inc.
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Heizo Takenaka
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Outside Director; Professor, Faculty of Policy Management at Keio University; Chairman and Director, PASONA Group Inc.; Director, Global Security Research Institute at Keio University; Director, Academyhills
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CUSIP No. 441593100
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SCHEDULE 13D
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Page 10 of 10
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Name
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Title
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Hiroaki Nishina
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Vice Chairman
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Shintaro Agata
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Corporate Executive Vice President
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Eiji Mitani
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Corporate Senior Vice President
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Takao Kato
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Corporate Senior Vice President
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Kazutaka Shimoura
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Corporate Senior Vice President
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Hideto Nishitani
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Corporate Senior Vice President
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Tetsuo Matsumoto
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Corporate Senior Vice President
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Kiyoshi Fushitani
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Corporate Senior Vice President
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Satoru Katahira
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Corporate Senior Vice President
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Shigeki Seki
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Executive Officer
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Tetsuro Masuko
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Executive Officer
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Shuji Irie
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Executive Officer
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Satoru Matsuzaki
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Executive Officer
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Tsukasa Kimura
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Executive Officer
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Hiroshi Nishio
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Executive Officer
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Masaaki Kawano
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Executive Officer
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Hiroko Yamashina
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Executive Officer
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Ryuhei Sakamoto
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Executive Officer
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Masatoshi Kemmochi
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Group Senior Vice President
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Yasuyuki Ijiri
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Group Executive
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