Davis Polk advised the joint book - running managers in connection with the $ 155.2 million SEC - registered follow - on offering of 4,531,001 shares of Class A common stock of Hamilton Lane Incorporated, which included 3,834,686 shares sold by the company and 696,315 shares sold
by selling stockholders and the full exercise of the underwriters» option to purchase additional shares from the company.
We will receive no proceeds from the sale of any shares sold
by these selling stockholders if the overallotment option is exercised.
Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A common stock, shares of Class B common stock, and shares of Class C common stock, assuming no exercise of outstanding options, and after giving effect to the conversion of all outstanding shares of our preferred stock into shares of Class B common stock on the closing of this offering and the sale of Class A common stock
by the selling stockholders in this offering.
We will not receive any of the proceeds from the sale of Class A common stock in this offering
by the selling stockholders.
Shares sold
by the selling stockholder in this offering will become Class A common stock upon such sale.
Davis Polk advised the several underwriters in connection with the $ 4.8 billion secondary offering of 66,000,000 shares of common stock of Hilton Worldwide Holdings Inc.
by a selling stockholder affiliated with HNA Tourism Group Co., Ltd., which included the full exercise of the underwriters» option to purchase additional shares.
Not exact matches
The San Francisco - based company said in a regulatory filing on Friday it would
sell 25.7 million Class A common shares, while
selling stockholder Start Small Foundation, a charitable fund created
by Dorsey, would
sell about 1.35 million.
Instead of a public sale of shares
by the company, insiders and early
stockholders will be able to directly
sell their shares on an exchange.
The downsizing is largely due to a decrease in the number of shares
sold by stockholders.
See «Principal and
Selling Stockholders» and «Description of Capital Stock — Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, Our
By - Laws and Delaware Law.»
For purposes of the offering in Canada, if all of the shares have not been
sold, after the Canadian underwriters have made a reasonable effort to
sell the shares at the public offer price, the Canadian underwriters may from time to time decrease or change the offering price and the other
selling terms provided that the price for the shares shall not exceed the public offer price and further provided that the compensation that is realized
by the Canadian underwriters will be decreased
by the amount that the aggregate price paid
by the purchasers for the shares is less than the gross proceeds paid
by the Canadian underwriters to us or the
selling stockholders.
Furthermore, investors purchasing shares of our Class A common stock in this offering will only own approximately % of our outstanding shares of Class A and Class B common stock (and have % of the combined voting power of the outstanding shares of our Class A and Class B common stock), after the offering even though their aggregate investment will represent % of the total consideration received
by us in connection with all initial sales of shares of our capital stock outstanding as of September 30, 2010, after giving effect to the issuance of shares of our Class A common stock in this offering and shares of our Class A common stock to be
sold by certain
selling stockholders.
The shares being made available for this program are being
sold by the Start Small Foundation, a donor - advised fund held and administered
by the Silicon Valley Community Foundation, the
selling stockholder.
Of these shares, all shares of common stock
sold in this offering
by us and the
selling stockholders, plus any shares
sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held
by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
Series FP
stockholders may
sell shares of Series FP in connection with an equity financing
by us.
By contrast, Mr. Ackman and the other Pershing Square entities are together offering precisely zero to Allergan
stockholders — they are seeking to
sell Allergan stock, as Valeant seeks to buy it.
They snap up struggling publicly traded companies, with the help of some debt financing, spend a few years turning them around
by restructuring or shedding businesses and then they
sell them back to public
stockholders, ideally at a gain.
Sara Lee divested itself of Coach first
by selling 19.5 % of their shares of Coach at the Coach IPO in October 2000, followed in April 2001 with the distribution of their remaining shares to Sara Lee's
stockholders through an exchange offer.
This guaranty could be accomplished in several ways, including
by dividending or distributing all excess cash to
stockholders at the present time, or
by offering to buy back any and all Shares from
stockholders that wish to
sell at a specific price at a specific future date.
This money was not used
by the company, but was received
by the existing
stockholders who
sold their shares.
With respect to all securities of CuraGen purchased or
sold by each of the
Stockholder Nominees and the Nominating
Stockholder within the past two (2) years, the dates on which such securities were purchased or
sold and the amounts of such purchases or sales
by each are set forth onSchedule 1 attached hereto.
It did, however, lose the opportunity to build goodwill
by strategically allocating its product during a time of shortage.107 To the extent the stock sale premium reflected this diversion of a corporate opportunity, the
selling stockholder was liable for a breach of fiduciary duty.108 A corporate recovery would not have benefitted the
selling shareholder — i.e., «those from whom the recovery is had» — but would have benefitted the parties who had induced the very breach that occasioned the recovery.109 The court accordingly ordered direct relief to the minority shareholders.110
Legal services provided
by us include determining the appropriate business entity, jurisdiction and taxation status, structuring and formation of new entities, foreign investments, foreign collaborations, joint ventures, and technology absorption, setting up of branch offices, liaison offices or project offices, tax planning, developing and documenting shareholder agreements, creating executive employment agreements that attract and retain key leadership, identifying and securing intellectual property via trademarks, patents and copyright protection, creating business financing strategies, advising clients for ongoing business needs and transactions, distributorships, sales agreements,
stockholders» buy -
sell agreements, franchise agreements, intellectual property and license agreements, outsourcing agreements, licensing agreements and technology transfers, including hardware, software and other services and products, trade practices, advertising and promotions.
A buy -
sell agreement can be set up
by the company in order to ensure that the stock remains in the hands of the living
stockholders.
More small businesses are secure because the partners or
stockholders can afford the amount of life insurance required
by their buy
sell agreements.