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. |
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EXHIBIT INDEX
Exhibit Number | Description | |||
99.1 | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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
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