e424b7
Filed pursuant to Rule 424(b)(7)
Registration No. 333-159345
Prospectus Supplement
(to Prospectus dated September 30, 2009)
255,241
Shares
Class A Common Stock
All of the shares of our Class A common stock in this offering are being sold by the selling
stockholders identified in this prospectus supplement. The selling stockholders may sell the shares
at various times and in various types of transactions, including sales in the open market, sales in
negotiated transactions and sales by a combination of these methods. The shares of our Class A
common stock covered by this prospectus supplement may be sold at fixed prices, at prevailing
market prices at the time of sale, at varying prices at the time of sale or at negotiated prices.
See Plan of Distribution. We will not receive any of the proceeds, but we will incur expenses in
connection with, this offering.
Our Class A common stock is listed on the New York Stock Exchange under the symbol HF. The
last reported sale price of our Class A common stock on
April 29, 2010 was $9.13 per share.
Investing in our Class A common stock involves significant risks. See Risk Factors beginning
on page S-3 of this prospectus supplement and page 2 of the accompanying prospects.
Neither the Securities and Exchange Commission nor any state or other regulatory body approved
or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is April 30, 2010
TABLE OF CONTENTS
Prospectus Supplement
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S-ii |
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S-1 |
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S-2 |
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S-3 |
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S-4 |
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S-5 |
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S-5 |
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S-6 |
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S-7 |
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S-9 |
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S-9 |
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S-9 |
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S-9 |
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Prospectus
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Neither we nor the selling stockholders have authorized anyone to provide you with information
or to make any representations about anything not contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated herein or therein by reference. You must not
rely on any unauthorized information or representations. The selling stockholders are offering to
sell, and seeking offers to buy, only our shares of Class A common stock covered by this prospectus
supplement, and only under circumstances and in jurisdictions where it is lawful to do so. The
selling stockholders may also choose not to sell any of their shares of our Class A common stock.
The information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any document incorporated by reference is accurate only as of its
date, regardless of the time and delivery of this prospectus supplement or the accompanying
prospectus or of any sale of the shares of our Class A common stock.
You should read carefully the entire prospectus supplement and the accompanying prospectus, as
well as the documents incorporated by reference herein or therein, before making an investment
decision.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes
the specific terms of this offering and the securities offered hereby. The second part is the
accompanying prospectus, which gives more general information. Generally, unless we specify
otherwise, when we refer only to the prospectus, we are referring to both parts combined.
If information in this prospectus supplement is inconsistent with the accompanying prospectus,
you should rely on this prospectus supplement. This prospectus supplement, the accompanying
prospectus and the documents incorporated into each by reference include important information
about us, the shares of our Class A common stock being offered and other information you should
know before investing. You should read this prospectus supplement and the accompanying prospectus
together with additional information described under the headings Where You Can Find More
Information and Incorporation by Reference before investing in our Class A common stock. The
information incorporated by reference is considered to be part of the prospectus, and information
that we file later with the Securities and Exchange Commission, or the Commission, will
automatically update and supersede this information.
SPECIAL NOTE REGARDING THE ISSUER
In connection with our initial public offering of our Class A common stock in February 2007,
we effected a reorganization of our business, which had previously been conducted through HFF
Holdings LLC (HFF Holdings) and certain of its wholly owned subsidiaries, including Holliday
Fenoglio Fowler, L.P. and HFF Securities L.P. (together, the Operating Partnerships) and Holliday
GP Corp. (Holliday GP). In the reorganization, HFF, Inc., a newly-formed Delaware corporation,
purchased from HFF Holdings all of the shares of Holliday GP, which is the sole general partner of
each of the Operating Partnerships, and approximately 45% of the partnership units in each of the
Operating Partnerships (including partnership units in the Operating Partnerships held by Holliday
GP) in exchange for the net proceeds from the initial public offering and one share of Class B
common stock of HFF, Inc. Following this reorganization and as of the closing of the initial public
offering on February 5, 2007, HFF, Inc. is a holding company holding partnership units in the
Operating Partnerships and all of the outstanding shares of Holliday GP. HFF Holdings and HFF,
Inc., through their wholly-owned subsidiaries, are the only limited partners of the Operating
Partnerships. We refer to these transactions collectively in this prospectus supplement as the
Reorganization Transactions. Unless we state otherwise, the information in this prospectus
supplement gives effect to these Reorganization Transactions.
Unless the context otherwise requires, references to (1) HFF Holdings refer solely to HFF
Holdings LLC, a Delaware limited liability company that was previously the holding company for our
consolidated subsidiaries, and not to any of its subsidiaries, (2) HFF LP refer to Holliday
Fenoglio Fowler, L.P., a Texas limited partnership, (3) HFF Securities refer to HFF Securities
L.P., a Delaware limited partnership and registered broker-dealer, (4) Holliday GP refer to
Holliday GP Corp., a Delaware corporation and the general partner of HFF LP and HFF Securities, (5)
HoldCo LLC refer to HFF Partnership Holdings LLC, a Delaware limited liability company and a
wholly-owned subsidiary of HFF, Inc., and (6) Holdings Sub refer to HFF LP Acquisition LLC, a
Delaware limited liability company and wholly-owned subsidiary of HFF Holdings. Our business
operations are conducted by HFF LP and HFF Securities, which are sometimes referred to in this
prospectus supplement as the Operating Partnerships. Also, except where specifically noted,
references in this prospectus supplement to the Company, we or us mean HFF, Inc., a Delaware
corporation, and its consolidated subsidiaries after giving effect to the Reorganization
Transactions.
References to the initial public offering refer to our initial public offering in February
2007 of 16,445,000 shares of our Class A common stock, including shares issued to the underwriters
of the initial public offering pursuant to their election to exercise in full their overallotment
option.
HFF, INC.
We are one of the leading providers of commercial real estate and capital markets services to
the U.S. commercial real estate industry based on transaction volume and are one of the largest
full-service commercial real estate financial intermediaries in the
country. As of December 31, 2009,
we operated out of 17 offices nationwide with approximately 159
transaction professionals and 217
support associates. In 2009, we advised on approximately $8.5 billion of completed commercial real
estate transactions, a 55.5% decrease compared to the approximately
$19.2 billion of completed
transactions we advised on in 2008.
Our fully-integrated national capital markets platform, coupled with our knowledge of the
commercial real estate markets, allows us to effectively act as a one-stop shop for our clients,
providing a broad array of capital markets services including:
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Debt placement; |
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Investment sales; |
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Structured finance; |
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Private equity, investment banking and advisory services; |
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Loan sales; and |
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Commercial loan servicing. |
HFF, Inc. is a Delaware corporation with its principal executive offices located at 301 Grant
Street, One Oxford Centre, Suite 600, Pittsburgh, Pennsylvania, 15219, telephone number (412)
281-8714.
S-1
THE OFFERING
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Class A common stock offered by the
selling stockholders
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255,241 shares |
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Common stock to be outstanding after
the offering: |
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Class A common stock
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19,211,295 shares (or 36,928,386 shares if HFF
Holdings exchanges all of its
partnership units it holds in the
Operating Partnerships after the
consummation of this offering for
newly issued shares of Class A common
stock) |
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Class B common stock
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1 share |
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Use of Proceeds
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We will not receive any net proceeds from the sales of
Class A common stock offered by the selling stockholders
in this offering. See Use of Proceeds. |
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Risk Factors
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For a discussion of factors you should consider before buying
shares of our Class A common stock, see Risk Factors in the
accompanying prospectus, and the other risk factors
incorporated by reference in the prospectus. |
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New York Stock Exchange symbol
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HF |
Class A common stock outstanding and other information based thereon in this prospectus
supplement is calculated based upon 18,956,054 shares of our
Class A common stock outstanding on April 30, 2010 and does not reflect 168,902 shares of our Class A common
stock issuable under existing grants or 3,103,885 additional shares of our Class A common stock available for
future grant under the HFF, Inc. 2006 Omnibus Incentive Compensation
Plan at April 30, 2010. For a
further description of our Class A common stock, see Description of Capital Stock in the
accompanying prospectus.
S-2
RISK FACTORS
The purchase of our Class A common stock involves a high degree of risk. You should consider
carefully each of the risks described below and incorporated by reference in this prospectus
supplement and the accompanying prospectus, as well as all of the other information included or
incorporated by reference in this prospectus supplement and the accompanying prospectus, before
making a decision to invest in our Class A common stock. In addition, there may be risks of which
we are currently unaware, or that we currently regard as immaterial based on the information
available to us, that later prove to be material. These risks may adversely affect our business,
financial condition and operating results. As a result, the trading price of our Class A common
stock could decline and you could lose some or all of your investment.
Risks Related to this Offering
Our share price may decline due to the large number of shares eligible for future sale and for
exchange.
The market price of our Class A common stock could decline as a result of sales of a large
number of shares of Class A common stock in the market or the perception that such sales could
occur. These sales, or the possibility that these sales may occur, also might make it more
difficult for us to sell equity securities in the future at a time and at a price that we deem
appropriate.
After
giving effect to this offering, HFF Holdings owns 17,717,091 partnership units, or approximately 48.1%, in each
of the Operating Partnerships. Our amended and restated certificate of incorporation will allow the
exchange of partnership units in the Operating Partnerships (other than those held by us) for
shares of our Class A common stock on the basis of two partnership units (one in each Operating
Partnership) for one share of Class A common stock, subject to customary conversion rate
adjustments for stock splits, stock dividends and reclassifications. Pursuant to contractual
provisions and subject to certain exceptions, HFF Holdings was restricted from exchanging
partnership units for Class A common stock until January 2009. After that time, HFF Holdings
received the right to exchange 25% of its 20,355,000 partnership units held at the time of our
initial public offering in January 2007, with an additional 25% becoming available for exchange
each year thereafter. However, these contractual provisions may be waived, amended or terminated by
the members of HFF Holdings following consultation with our Board of Directors. After giving effect
to this offering, HFF Holdings has exchanged 2,637,909 partnership units in each of the Operating
Partnerships, or approximately 13% of the partnership units held by it at the time of our
initial public offering in January 2007, for shares of our Class A common stock.
Ownership by HFF Holdings of substantial voting power in HFF, Inc. may give rise
to conflicts of interests and may prevent new investors from influencing significant
corporate decisions.
Our certificate of incorporation provides that the holders of our Class B common stock
(other than HFF, Inc. or any of its subsidiaries) will be entitled to a number of votes that
is equal to the total number of shares of Class A common stock for which the partnership
units that HFF Holdings holds in the Operating Partnerships are exchangeable.
Accordingly, after giving effect to this offering, HFF Holdings will have approximately
48.0% of the voting power in HFF, Inc. In addition, certain members of HFF
Holdings hold shares of our Class A common stock in their individual capacities. As a
result, and in combination with the fact that our certificate of incorporation does not
provide for cumulative voting, HFF Holdings has the ability to exert significant
influence in the election of the members of our board of directors and thereby the control
of our management and affairs, including determinations with respect to acquisitions,
dispositions, borrowings, issuances of common stock or other securities, and the
declaration and payment of dividends. In addition, HFF Holdings will be able to
significantly influence the outcome of all matters requiring stockholder approval,
including a change of control of our company or a change in the composition of our
board of directors, and could preclude any unsolicited acquisition of our company. We
cannot assure you that the interests of HFF Holdings and its members will not conflict
with your interests.
The concentration of ownership could deprive our Class A stockholders of an opportunity to receive
a premium for their shares as part of a sale of our company and might ultimately affect the market
price of our Class A common stock. As a result of the control exercised by HFF Holdings over us, we
cannot assure you that we would not have received more favorable terms from an unaffiliated party
in our agreements with HFF Holdings.
S-3
In addition, the HFF LP and HFF Securities Profit Participation Bonus Plans may only be amended or
terminated with the written approval of all of the limited partners and general partners of each
Operating Partnership. Accordingly, so long as HFF Holdings continues to hold any partnership units
in the Operating Partnerships, the consent of HFF Holdings will be required to amend or terminate
these plans. This could prevent our board of directors or management from amending or terminating
these plans.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the information incorporated
herein and therein by reference contain forward-looking statements, which reflect our current views
with respect to, among other things, our operations and financial performance. You can identify
these forward-looking statements by the use of words such as outlook, believes, expects,
potential, continues, may, will, should, seeks, approximately, predicts, intends,
plans, estimates, anticipates or the negative version of these words or other comparable
words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly,
there are or will be important factors that could cause actual outcomes or results to differ
materially from those indicated in these statements. We believe these factors include, but are not
limited to, those described under the caption Risk Factors. These factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements that are
included in this prospectus supplement. We undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future developments or
otherwise.
S-4
USE OF PROCEEDS
We will not receive any proceeds from any sales of shares of our Class A common stock by any
selling stockholder named in this prospectus supplement. We have agreed to pay the expenses of the
selling stockholders in this offering.
SELLING STOCKHOLDERS
The selling stockholders
listed below are holders of limited liability company units in HFF
Holdings. Each selling stockholder is a current transaction professional of the Company.
The selling stockholders are offering an aggregate of 255,241 shares of our Class A common stock
pursuant to this prospectus supplement. The selling stockholders may also choose not to sell any of
their shares of our Class A common stock.
The selling
stockholders listed below
are offering an aggregate 255,241 shares of our Class
A common stock issuable upon the exchange of an aggregate of two partnership units, one in each of
the Operating Partnerships, for a share of Class A common stock, and subsequent redemption of one
limited liability company unit in HFF Holdings for such share of Class A common stock (the
Exchange Right). All such exercises of the Exchange Right will occur prior to the consummation of
this offering. See Incorporation by Reference and Where You Can Find More Information.
The shares being offered
by our current transaction professionals upon the exchange
of an aggregate of 255,241 partnership units in each of the Operating Partnerships represent
approximately 1.4% of the partnership units in each Operating Partnership held by HFF Holdings as
of April 30, 2010. The shares being offered by our current transaction professionals
will have been issued pursuant to, and in accordance with the exchange schedule in, agreements that
were entered into in connection with the initial public offering of our Class A common stock in
January 2007.
The following table sets forth as of the date of this prospectus supplement certain
information regarding the beneficial ownership of our Class A common stock by the selling
stockholders:
the number of shares beneficially owned immediately prior to the consummation of this
offering,
the number of shares being offered in this offering, and
the adjusted number of shares beneficially owned, reflecting the sale of all the shares
being offered in this offering.
To our knowledge, the persons named in the table below have beneficial ownership of the Class
A common stock and, through their ownership of limited liability company units in HFF Holdings,
units in each Operating Partnership held by them. The table below assumes the full exercise of the
Exchange Right and the exchange of all units in each Operating Partnership held by HFF Holdings,
including those proposed to be exchanged in connection with this offering, into shares of our Class
A common stock. The table below also assumes the sale of all of the shares being offered in this
offering. The address for each selling stockholder is: c/o HFF, Inc., One Oxford Centre, 301 Grant
Street, Suite 600, Pittsburgh, Pennsylvania 15219.
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Prior to this
Offering |
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Sold in this Offering |
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After this Offering |
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Shares |
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Shares |
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Shares |
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of Class |
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of |
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of Class |
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Percentage |
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of Class |
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Percentage |
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A |
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Class A |
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A |
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of Class A |
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A |
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of Class A |
Selling |
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Common |
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Common |
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Common |
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Common |
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Common |
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Common |
Stockholders |
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Stock |
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Stock(1) |
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Stock |
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Stock(1) |
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Stock |
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Stock(1) |
Current Transaction Professionals: |
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Gerard T. Sansosti |
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729,258 |
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1.97 |
% |
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72,926 |
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* |
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656,332 |
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1.78 |
% |
Michael J. Tepedino |
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364,629 |
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* |
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182,315 |
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182,314 |
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Less than 1% beneficially owned.
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S-5
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(1) |
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Calculated based upon 18,956,054 shares of our Class A
common stock outstanding on April 30, 2010 and
assumes full exercise of the Exchange Right and the exchange of
17,972,332 units in
each Operating Partnership held by HFF Holdings on April 30, 2010, including those proposed to be exchanged in connection with this offering, into shares of our Class A common
stock. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a discussion of certain relationships and related transactions, including the
Reorganization Transactions, our relationship with HFF Holdings, the Tax Receivable Agreement, and
certain relationships with our directors, executive officers and employees, see Certain
Relationships and Related Transactions in our proxy statement on Schedule 14A. See Incorporation
by Reference and Where You Can Find More Information.
S-6
PLAN OF DISTRIBUTION
As of the date of this prospectus supplement, we have not been advised by the selling stockholders
as to any plan of distribution. The selling stockholders may also choose not to sell any of their
shares of our Class A common stock. Distributions of the shares of our Class A common stock by the
selling stockholders, or by their partners, pledgees, donees (including charitable organizations),
transferees or other successors in interest, may from time to time be offered for sale either
directly by such selling stockholders or other persons, or through underwriters, dealers or agents
or on any exchange on which the shares of our Class A common stock may from time to time be traded,
in the over-the-counter market, or in independently negotiated transactions or otherwise. These
sales may be at fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. The methods by which the shares of our
Class A common stock may be sold include:
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on the New York Stock Exchange; |
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a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to
facilitate the transaction; |
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purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to the prospectus; |
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exchange distributions and/or secondary distributions; |
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sales in the over-the-counter market; |
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underwritten transactions; |
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short sales; |
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broker-dealers may agree with the selling stockholders to sell a
specified number of such shares of our Class A common stock at a
stipulated price per share; |
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ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
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privately negotiated transactions; |
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a combination of any such methods of sale; and |
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any other method permitted pursuant to applicable law. |
The selling stockholders may also sell shares of our Class A common stock in open market, off
market or private transactions in reliance upon Rule 144 under the Securities Act, if available, or
Section 4(1) under the Securities Act, if available, rather than under this prospectus supplement,
provided that a selling stockholder meets the criteria and conforms to the requirements of those
provisions.
The selling stockholders may from time to time pledge or grant a security interest in some or all
of the shares of our Class A common stock owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell the shares of common
stock from time to time under the prospectus after we have filed an additional prospectus
supplement to the prospectus under Rule 424(b)(7) or other applicable provision of the Securities
Act supplementing or amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under the prospectus.
The selling stockholders also may transfer the shares of our Class A common stock in other
circumstances, in which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this
prospectus supplement and may sell the shares of our Class A common stock from time to time under
this prospectus supplement after we have filed a supplement to the prospectus under Rule 424(b)(7)
or other applicable
S-7
provision of the Securities Act supplementing or amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus supplement.
The selling stockholders may sell the shares of our Class A common stock being offered hereby to
underwriters or to or through broker-dealers, and such underwriters or broker-dealers may receive
compensation in the form of discounts or commissions from the selling stockholders and may receive
commissions from the purchasers of the shares of our Class A common stock for whom they may act as
agent. The selling stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved. Any profits on the resale of shares of our Class A
common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or
commissions under the Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares if liabilities are imposed on that person under the
Securities Act.
Any underwriters, broker-dealers or agents who participate in the distribution of the shares of our
Class A common stock may be deemed to be underwriters within the meaning of the Securities Act.
Underwriters are subject to the prospectus delivery requirements under the Securities Act and may
be subject to certain statutory liabilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, or Exchange Act.
The selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their
shares of our Class A common stock, nor is there an underwriter or coordinating broker acting in
connection with a proposed sale of shares of our Class A common stock by any selling stockholder.
If we are notified by any selling stockholder that any material arrangement has been entered into
with an underwriter or broker-dealer for the sale of shares of our Class A common stock, if
required by applicable law, we will file a supplement to the prospectus.
We are required to pay all fees and expenses incident to the registration of the shares of our
Class A common stock. We have agreed to indemnify the selling stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares of
our Class A common stock and activities of the selling stockholders.
S-8
LEGAL MATTERS
The validity of the Class A common stock have been passed upon for us by Dechert LLP,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of HFF, Inc. appearing in HFF, Inc.s Annual Report
(Form 10-K) dated March 12, 2010 and the effectiveness of HFF, Inc.s internal control over financial
reporting as of December 31, 2009 have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon, included therein, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Exchange Act, and we therefore file
periodic reports, proxy statements and other information with the Commission relating to our
business, financial results and other matters. The reports, proxy statements and other information
we file may be inspected and copied at prescribed rates at the Commissions Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the
Commissions Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also
maintains an Internet site that contains reports, proxy statements and other information regarding
issuers like us that file electronically with the Commission. The address of the Commissions
Internet site is http://www.sec.gov.
INCORPORATION BY REFERENCE
The Commissions rules allow us to incorporate by reference information into this prospectus
supplement. This means that we can disclose important information to you by referring you to
another document. Any information referred to in this way is deemed to be part of this prospectus
supplement from the date we file that document. Any reports filed by us with the Commission after
the date of this prospectus supplement and before the date that the offerings of the shares of
Class A common stock by means of this prospectus supplement are terminated will automatically update and,
where applicable, supersede any information contained in this prospectus supplement or incorporated
by reference in this prospectus supplement.
We incorporate by reference into this prospectus supplement the following documents or
information filed with the Commission:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on
March 12, 2010 (File 001-33280); |
S-9
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Current Report on Form 8-K, dated March 5, 2010 (File
No. 001-33280); |
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the description of our Class A common stock contained in the Registration Statement
on Form 8-A, dated January 26, 2007, filed with the Commission under Section 12(b) of
the Exchange Act; and |
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all documents filed by HFF, Inc. under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus supplement and before the termination of
the offerings to which this prospectus supplement relates. |
We will provide without charge to each person, including any beneficial owner, to whom this
prospectus supplement is delivered, upon his or her written or oral request, a copy of any or all
documents referred to above which have been or may be incorporated by reference into this
prospectus supplement, excluding exhibits to those documents unless they are specifically
incorporated by reference into those documents. You may request copies of those documents from HFF,
Inc., One Oxford Centre, 301 Grant Street, Suite 600, Pittsburgh, Pennsylvania 15219. You also may
contact us at (412) 281-8714 or visit our website at http://www.hfflp.com for copies of those
documents. Our website and the information contained on our website are not a part of this
prospectus supplement, and you should not rely on any such information in making your decision
whether to purchase the shares offered hereby.
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