UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 November 24, 2017, Moelis & Company (the “Company”) filed an automatic shelf registration statement on Form S-3 (File No. 333-221743) (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of shares of its Class A common stock, par value $0.01 per share (the “Class A common stock”).
On April 23, 2020, Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement covering the resale of up to 498,922 shares of the Company’s Class A common stock which may be used by the selling stockholders identified therein to resell shares of the Class A common stock, which was released to selling stockholders in connection with the expiration of the lock-up provisions applicable to such shares. The selling stockholders are comprised of certain current and former non-U.S. Managing Directors of the Company. The Company will not receive any proceeds from the sale of the Class A common stock by the selling stockholders.
The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |||
| 5.1 |
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| 23.1 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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: April 24, 2020