8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 30, 2007

HFF, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-33280	51-0610340
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania 15219
(412) 281-8714
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS

ITEM 8.01 OTHER EVENTS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

INDEX TO EXHIBITS

Item 3.03 Material Modification to Rights of Security Holders

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 5, 2007, HFF, Inc.’s (the “Company”) amended and restated certificate of incorporation, in the form previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-138579), as amended, and the Company’s amended and restated bylaws, in the form previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-138579), as amended, became effective. A description of the Company’s capital stock giving effect to the amendment and restatement of its certificate of incorporation and bylaws has previously been reported by the Company in its prospectus, dated January 30, 2007, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on January 31, 2007. The amended and restated certificate of incorporation and the amended and restated bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective January 30, 2007, John Z. Kukral, Deborah H. McAneny, George L. Miles, Jr., Lenore M. Sullivan and McHenry T. Tichenor, Jr. have been appointed to the Board of Directors of the Company, thereby joining John P. Fowler, Mark D. Gibson, John H. Pelusi, Jr. and Joe B. Thornton, Jr. Messrs. Miles and Tichenor and Ms. McAneny will serve as members of the Company’s audit committee, Messrs. Kukral and Tichenor and Mses. McAneny and Sullivan will serve as members of the Company’s nominating and corporate governance committee and Messrs. Kukral and Miles and Ms. Sullivan will serve as members of the Company’s compensation committee. Directors serve for staggered terms of three years each, except that initially the Class I directors will serve until the Company’s 2007 annual meeting of stockholders, the Class II directors will serve until the Company’s 2008 annual meeting and the Class III directors will serve until the Company’s 2009 annual meeting. The initial Class I directors are Messrs. Pelusi and Kukral and Ms. McAneny, the initial Class II directors are Messrs. Thornton, Gibson and Miles, and the initial Class III directors are Messrs. Fowler and Tichenor and Ms. Sullivan.

Biographical information regarding these directors and a description of the terms of their compensation have previously been reported by the Company in its prospectus, dated January 30, 2007, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on January 31, 2007.

Item 8.01 Other Events

On February 5, 2007, the Company completed the initial public offering of its Class A common stock by issuing 14,300,000 shares of its Class A common stock (the “Shares”), for cash consideration of $16.74 per share (net of underwriting discounts) to a syndicate of underwriters led by Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as joint book-running managers and as representatives of the underwriters for the offering. The other underwriters in the syndicate were Banc of America Securities LLC, Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Lehman Brothers Inc. Dechert LLP has passed upon the validity of the Shares. To the extent that the underwriters sell more than 14,300,000 shares of the Company’s Class A common stock, the underwriters have the option to purchase up to an additional 2,145,000 shares of Class A common stock from the Company for $16.74 per share (the public offering price less the underwriting discount) to cover such sales.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Certificate of Incorporation of HFF, Inc. (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed December 22, 2006 (File No. 333-138579)).

3.2	Amended and Restated Bylaws of HFF, Inc. (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed December 22, 2006 (File No. 333-138579)).
5.1	Opinion of Dechert LLP.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HFF, INC.
Dated: February 5, 2007	By:	/s/ Gregory R. Conley
		Gregory R. Conley
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of HFF, Inc. (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed December 22, 2006 (File No. 333-138579)).
3.2	Amended and Restated Bylaws of HFF, Inc. (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed December 22, 2006 (File No. 333-138579)).
5.1	Opinion of Dechert LLP.

EX-5.1

Exhibit 5.1

February 5, 2007

HFF, Inc.
One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania 15219

     Re:      Form S-1 Registration Statement

                 Registration No. 333-138579

Gentlemen and Ladies:

We have acted as counsel to HFF, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (Registration No. 333-138579) originally filed on November 9, 2006 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and as subsequently amended (the “Registration Statement”), relating to the proposed issuance of up to 16,445,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (“Common Stock”), which will be sold to the Underwriters named in the Registration Statement pursuant to the Underwriting Agreement substantially in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter other than as to the validity of the Shares.

In rendering the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering this opinion, including the following documents:

          (1) the Registration Statement;

          (2) the form of Underwriting Agreement;

          (3) the Sale and Merger Agreement (the “Merger Agreement”), filed as Exhibit 10.5 to the Registration Statement; and

          (4) the forms of restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) and bylaws (the “Restated Bylaws”) of the Company, filed as Exhibits 3.1 and 3.2, respectively, to the Registration Statement.

As to the facts on which this opinion is based, we have relied upon certificates of public officials, certificates and written statements (including representations in the Underwriting Agreement and the Merger Agreement) of officers and representatives of the Company, and the due performance by the parties of their respective obligations set forth in the Underwriting Agreement and the Merger Agreement.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies. In rendering the opinion set forth below, we have also assumed (i) the Restated Certificate of Incorporation and the Restated Bylaws will have been approved by the Board of Directors and the stockholders of the Company in accordance with the General Corporation Law of the State of Delaware; (ii) the Restated Certificate of Incorporation will have been filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”); (iii) the Restated Certificate of Incorporation and the Restated Bylaws will have become effective substantially in the forms filed as exhibits to the Registration Statement; and (iv) the consummation of the merger contemplated in the Merger Agreement (including the filing of the certificate of merger with the Delaware Secretary of State) and the other transactions described in the Registration Statement under “Related Party Transactions – Reorganization Transactions.”

The opinion expressed herein is limited to the Delaware General Corporation Law and we express no opinion concerning the laws of any other jurisdiction. As used herein, the “Delaware General Corporation Law” includes the statutory provisions contained therein and reported judicial decisions interpreting those laws.

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that when (i) the Registration Statement has been declared effective by the Commission, (ii) the Underwriting Agreement has been executed and delivered by the parties thereto, and (iii) the Shares are issued and delivered

against receipt by the Company of payment therefor at a price per Share not less than the per share par value of the Company’s Common Stock as contemplated by the Registration Statement and in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Dechert LLP