Houlihan Lokey, Inc. agreed to acquire GCA Corporation for ¥62.5 billion.
August 01, 2021
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Houlihan Lokey, Inc. (NYSE:HLI) agreed to acquire GCA Corporation (TSE:2174) for ¥61.7 billion on August 2, 2021. Houlihan Lokey will acquire all outstanding shares of GCA, in addition to all stock options of GCA. Under the terms Houlihan Lokey, Inc. will acquire 44.8 million shares for ¥1380 per share. As on September 9, 2021, the tender offer price changed from ¥1380 to ¥1398. Houlihan Lokey, Inc. will acquire GCA Corporation for ¥62.5 billion. The transaction is expected to be financed with cash on Houlihan Lokey's balance sheet. Upon the completion of the transaction including the second-step, GCA will become a privately held company and shares of GCA Corporation's common stock will no longer be listed on any public market. The termination fee payable by GCA Corporation to Houlihan Lokey is 1.33% of ¥65.03 billion. Houlihan Lokey, Inc should acquire a minimum 32.9 million shares. The closing of the tender offer is subject to receiving certain regulatory approvals, and the tender to Houlihan Lokey of shares representing at least two-thirds of GCA's fully diluted outstanding common stock. Any GCA shares not tendered in the tender offer are subject to purchase through a second-step process at the same price as the tender offer bid price per share. The transaction has been unanimously approved by the Houlihan Lokey Board of Directors and the GCA Board of Directors. The tendering period is from August 4, 2021 to September 27, 2021 and commencement of settlement on October 4, 2021.
Daiwa Securities Co. Ltd. acted as financial advisor and tender offer agent to Houlihan Lokey. Mitsubishi UFJ Morgan Stanley Securities and Plutus Consulting acted as financial advisors and Nozomi Oda and Jeremy R.L. White of Morrison & Foerster acted as legal advisors to GCA Corporation. Plutus Consulting Co., Ltd. also acted as fairness opinion provider to GCA Corporation. Steven Stokdyk, Ivan Smallwood, Hiro Takagi, Stephen Wink, Nicola Higgs, Farhana Sharmeen, Josh Holian, Paul Dudek and Larry Stein of Latham & Watkins LLP acted as the legal advisors to Houlihan Lokey, Inc. Houlihan Lokey served as a co-financial advisor on the deal.
Houlihan Lokey, Inc. is a global investment bank that focuses on mergers and acquisitions, capital markets, financial restructuring, and valuation. It provides its financial professionals with an integrated platform that enables them to deliver meaningful and differentiated advice to its clients. The Company's segments include Corporate Finance (CF), Financial Restructuring (FR), and Financial and Valuation Advisory (FVA). CF provides general financial advisory services in addition to advice on mergers and acquisitions and capital markets offerings. FR segment provides advice to debtors, creditors, and other parties in interest in connection with recapitalization/deleveraging transactions implemented both through bankruptcy proceedings and through out-of-court exchanges. FVA primarily provides valuations of various assets, including companies, illiquid debt and equity securities, and intellectual property (among other assets and liabilities).
HOULIHAN LOKEY, INC. 
