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DUFF & PHELPS CORP 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-1.1
  3. Ex-5.1
  4.  
8 K DOC OFFERING UA



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
 March 2, 2012 (February 27, 2012)


Duff & Phelps Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-33693
20-8893559
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

55 East 52nd Street, 31st Floor, New York, New York
 
10055
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code
 (212) 871-2000

N/A
(Former name of 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 (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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:

should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

may have been qualified in the Underwriting Agreement by disclosures that were made to the other party in connection with the negotiation of the Underwriting Agreement;

may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and

were made only as of the date of the Underwriting Agreement or such other date or dates as may be specified in the Underwriting Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1
Underwriting Agreement, dated February 27, 2012.
5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.








SIGNATURE

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.

DUFF & PHELPS CORPORATION
 
 
/s/ Edward S. Forman
Edward S. Forman
Executive Vice President, General Counsel and Secretary


Dated: March 2, 2012






DUFF & PHELPS CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated March 2, 2012


EXHIBIT INDEX

Exhibit No.
Description
 
 
1.1
Underwriting Agreement, dated February 27, 2012.
5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.







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