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STOCKHOLDERS EQUITY
9 Months Ended
Sep. 30, 2018
Stockholders Equity Note [Abstract]  
Stockholders Equity

9. STOCKHOLDERS EQUITY

Class A Common Stock

In April 2014, the Company issued 15,263,653 shares of Class A common stock in connection with the IPO and reorganization. Since its IPO, the Company has conducted several offerings of Class A common stock in order to facilitate organized liquidity and increase the public float of its Class A common stock. The details of these offerings are displayed below. The Company did not retain any proceeds from the sale of its Class A common stock.

 

 

 

Total Shares

 

 

Total Increase in

 

Date of Offering

 

Offered

 

 

Shares Outstanding

 

November, 2014

 

 

6,325,000

 

 

 

4,511,058

 

January, 2017

 

 

5,750,000

 

 

 

5,356,876

 

July, 2017

 

 

6,000,000

 

 

 

5,680,903

 

March, 2018

 

 

5,000,000

 

 

 

4,689,295

 

August, 2018

 

 

5,000,000

 

 

 

4,685,217

 

Total

 

 

28,075,000

 

 

 

24,923,349

 

 

As of September 30, 2018, 46,908,723 shares of Class A common stock were issued and 45,717,246 shares were outstanding, and as of December 31, 2017, 34,163,042 shares of Class A common stock were issued and 33,455,626 shares were outstanding. The changes in Class A common stock are due primarily to the IPO and offering transactions described above, in addition to the vesting of restricted stock units in connection with the Company’s annual compensation process and ongoing hiring process.

 

Class B Common Stock

IPO and Reorganization

In conjunction with Moelis & Company’s IPO of its Class A common stock, the Company issued 36,158,698 shares of Class B common stock. Moelis & Company Partner Holdings LP (“Partner Holdings”) holds all shares of Class B common stock, enabling it initially to exercise majority voting control over the Company. The economic rights of Class B common stock are based on the ratio of the Class B subscription price to the initial public offering price of shares of Class A common stock (.00055 to 1). Shares of Class B common stock are generally not transferrable and, if transferred other than in the limited circumstances set forth in Moelis & Company’s Amended and Restated Certificate of Incorporation, such shares shall automatically convert into a number of shares of Class A common stock, or dollar equivalent. Each share of Class B common stock may also be converted to a number of Class A shares at the option of the holder. Holders of shares of Class B common stock are entitled to receive dividends of the same type as any dividends payable on outstanding shares of Class A common stock at a ratio of .00055 to 1.

In connection with each of the Company’s follow-on offerings, the Company purchased shares of Class B common stock from Partner Holdings for cash, or Partner Holdings surrendered shares of Class B common stock for Class A common stock (at a ratio of .00055 to 1) and subsequently cancelled those shares. The Company did not retain any proceeds from the offerings.

 

 

 

Class B Stock

 

 

 

 

 

 

Purchased /

 

 

 

Purchase Cost

Date of Offering

 

Surrendered

 

 

 

(in thousands)

November, 2014

 

 

4,507,453

 

 

$

28

January, 2017

 

 

5,356,876

 

 

 

101

July, 2017

 

 

5,680,903

 

 

 

128

March, 2018

 

 

4,689,295

 

 

 

135

August, 2018

 

 

4,685,217

 

 

 

158

Total

 

 

24,919,744

 

 

$

550

 

As of September 30, 2018, and December 31, 2017, 10,493,358 and 19,912,230 shares of Class B common stock were issued and outstanding, respectively, due primarily to the IPO, offering transactions, and Class B conversions described above.

Treasury Stock

During the nine months ended September 30, 2018 and 2017, the Company repurchased 484,061 and 264,710 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon the vesting of RSUs. The result of the repurchases was an increase of $24,692 and $9,832, in the treasury stock balance on the Company’s condensed consolidated statements of changes in equity as of September 30, 2018 and 2017, respectively.

Noncontrolling Interests

A Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests (non-redeemable). As of September 30, 2018 and December 31, 2017, partners held 13,053,465 and 22,472,337 Group LP partnership units, respectively, representing a 22% and 40% noncontrolling interest in Moelis & Company, respectively.

Controlling Interests

Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP, and thus the 45,717,246 shares of Class A common stock outstanding at September 30, 2018 (33,455,626 as of December 31, 2017), represents the controlling interest.