Hamilton Lane Incorporated filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$HLNE
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 4, 2024
(Exact Name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(610 ) 934-2222
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company 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 March 4, 2024, Hamilton Lane Incorporated (the “Company”), Hamilton Lane Advisors, L.L.C. (“HLA”) and a selling stockholder entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”) relating to the sale of 1,922,322 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of the Company at a price to the Underwriter of $108.00 per share in a registered public offering (the “Offering”). The Offering closed on March 7, 2024. The Company issued and sold 1,867,322 shares of Class A Common Stock, and the selling stockholder sold 55,000 shares of Class A Common Stock in the Offering. The Offering generated net proceeds for the Company of $201.7 million and net proceeds for the selling stockholder of $5.9 million. The Company intends to use the proceeds to settle in cash exchanges of membership units in HLA held by certain of its members. The Company did not receive any proceeds from the sale of shares by the selling stockholder.
The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, HLA and the selling stockholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock for 60 days after March 4, 2024 without first obtaining the written consent of the Underwriter. The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
The Offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2021 (File No. 333-258567), a base prospectus included as part of the registration statement, and a prospectus supplement, dated March 4, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding certain Delaware law issues concerning the shares of Class A Common Stock sold in the Offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| HAMILTON LANE INCORPORATED | |||||||||||
| Date: March 7, 2024 | |||||||||||
| By: | /s/ Lydia A. Gavalis | ||||||||||
| Name: | Lydia A. Gavalis | ||||||||||
| Title: | General Counsel and Secretary | ||||||||||