DUFF & PHELPS CORP 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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 (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On February 27, 2012, Duff & Phelps Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Shinsei Bank, Limited, as selling stockholder (the “Selling Stockholder”), and Goldman, Sachs & Co., as the sole underwriter (the “Underwriter”), pursuant to which the Company agreed to sell 3,201,922 shares of Class A Common stock, par value $0.01 per share (the “Class A Common Stock”), to the Underwriter and the Selling Stockholder agreed to sell an additional 1,298,078 shares of Class A Common Stock to the Underwriter. The Company and the Selling Stockholder have also granted the Underwriter a 30-day option to purchase an additional 675,000 shares of Class A Common Stock, in aggregate. The shares of Class A Common Stock are being offered and sold pursuant to a prospectus supplement, dated February 27, 2012, and related prospectus, dated October 26, 2009, each filed with the Securities and Exchange Commission, relating to the Company's shelf registration statement on Form S-3 (File No. 333-162551). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Underwriting Agreement contains representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to the Underwriting Agreement and:
Item 9.01 Financial Statements and Exhibits.
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.
Dated: March 2, 2012
DUFF & PHELPS CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated March 2, 2012