Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2021
Hamilton Lane Incorporated
(Exact Name of Registrant as specified in its charter)
Delaware
001-38021
26-2482738
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
One Presidential Blvd.,
4th Floor
Bala Cynwyd,
PA
19004
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, $0.001 par value per share
HLNE
The Nasdaq Stock Market LLC
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 1.01. Entry into a Material Definitive Agreement.
Our operating company, Hamilton Lane Advisors, L.L.C. (“HLA”), entered into an Investment Agreement dated as of March 29, 2021 with Russell Investments Group, Ltd. (“Russell”), pursuant to which HLA invested $90 million in exchange for a small minority interest in Russell. The parties made mutual representations and warranties that HLA believes to be customary for an investment transaction. In connection with the investment, HLA will be entitled to designate an observer to Russell’s board.
HLA and Russell intend to jointly develop and implement a strategy to engage in the global investment solutions outsourcing market.
HLA funded the investment using cash on hand and available borrowings under its credit facility.
Item 7.01. Regulation FD Disclosure.
On March 30, 2021, Hamilton Lane Incorporated and Russell issued a joint press release regarding the strategic partnership. The full text of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
