Moelis & Co — Capital/Financing Update 2017

Jun 12, 2017

8-K 1 a17-15111_18k.htm 8-K

*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): *June 12* , 2017

*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:

o Written communications pursuant to Rule 425 under the Securities Act

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

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

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

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 x

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. o

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*Item 7.01 Regulation FD Disclosure.*

On June 12, 2017, Moelis & Company issued a press release announcing the declaration of a special dividend of $1.00 per share payable on July 6, 2017 to common stockholders of record on June 22, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

*Item 8.01 Other Events.*

As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $1.00 from $21.95 per share to $20.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors.

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits

Exhibit Number	Description
99.1	Press release of Moelis & Company dated June 12, 2017

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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: June 12, 2017

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*EXHIBIT INDEX*

Exhibit Number	Description
99.1	Press release of Moelis & Company dated June 12, 2017.

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