Item 8.01 Other Events.
On , Moelis & Company (the "Company") closed the offering of 5,750,000 shares of Class A common stock, par value $0.01per share, of the Company ("Class A common stock").
In connection with the offering, on , the Company and Moelis & Company Group LP entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the underwriters listed on Schedule I to the Underwriting Agreement (the "Underwriters"), for the issuance and sale of 5,000,000 shares of Class A common stock, at a price to the public of $32.75 per share, less underwriting discounts and commissions. The Company also has granted the Underwriters a 30-day option to purchase an additional 750,000 shares of Class A common stock at the public offering price, less underwriting discounts and commissions, which was exercised in full on .
The proceeds of the offering will be used to repurchase the same number of shares of Class A common stock or partnership or other equity interests that are exchangeable or convertible into shares of Class A common stock from certain of the Company's Managing Directors and former employees. The Company will not retain any proceeds from the sale of shares of Class A common stock.
The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type, including an agreement by the Company and Moelis & Company Group LP to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of Class A common stock in the offering.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The offering and sale of the Class A common stock was made pursuant to a prospectus supplement dated , to the prospectus dated that was filed as part of the Company's registration statement on Form S-3 (File No. 333-214803) under the Securities Act of 1933, as amended, which became effective on . In connection with the offering, the legal opinion as to the validity of the Class A common stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.1 Underwriting Agreement dated , by and among Moelis & Company, Moelis & Company Group LP and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Class A common Stock. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 2
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