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Section 1: 8-K (8-K)

Document


 

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): September 25, 2018
 

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DIAMOND HILL INVESTMENT GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 
 
Ohio
 
000-24498
 
65-0190407
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
325 John H. McConnell Blvd., Suite 200, Columbus, Ohio
43215
(Address of Principal Executive Offices)
(Zip Code)

Registrant's Telephone Number, Including Area Code: (614) 255-3333
 

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:

¨  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))





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 8.01    Other Events

The Board of Directors (the "Board") of the Registrant has approved a share repurchase program where the Board has authorized management to repurchase Diamond Hill Investment Group, Inc. common shares having an aggregate purchase price of up to $50,000,000. The share repurchase program, effective immediately, is described in Registrant's press release dated September 25, 2018, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.


Item 9.01     Financial Statements and Exhibits

Exhibit No.
 
Description
99.1
 

SIGNATURES

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.

 
 
DIAMOND HILL INVESTMENT GROUP, INC.
 
 
 
 
Date:
September 25, 2018
By:
 
/s/ Thomas E. Line
 
 
 
 
Thomas E. Line, Chief Financial Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


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FOR IMMEDIATE RELEASE:    
Investor Contact:
Tom Line-Chief Financial Officer
614-255-5989 (tline@diamond-hill.com)

DIAMOND HILL INVESTMENT GROUP, INC.
ANNOUNCES SHARE REPURCHASE PROGRAM

Columbus, Ohio - September 25, 2018 - Diamond Hill Investment Group, Inc. (the "Company," "we," "our") (NASDAQ:DHIL) today announced that its board of directors has authorized its management to repurchase Diamond Hill Investment Group, Inc. common shares (the “Shares”) having an aggregate purchase price of up to $50,000,000. The authority to repurchase Shares will be exercised from time to time as market conditions warrant, is subject to regulatory considerations and will expire in two years. Thomas E. Line, chief financial officer, noted, “The Company continues to demonstrate solid profitability while generating significant amounts of cash. As of June 30, 2018, the Company had cash and marketable securities in excess of $200 million and no debt. Furthermore, we currently anticipate strong cash flow for the balance of 2018. Management and the board believe the most appropriate uses for excess cash are to continue to invest in Diamond Hill Funds, pay dividends, and repurchase Shares.” The timing, amount and other terms and conditions of any repurchases will be determined by the Company’s management at its discretion based on a variety of factors, including the market price of the Shares, corporate considerations, general market and economic conditions and legal requirements. It is possible that no Shares will be repurchased. The repurchase program may be modified, discontinued or suspended at any time. The Company currently intends to fund the program through cash on hand and future cash flow.


About Diamond Hill:
We are an independent investment management firm with significant employee ownership and $22.6 billion in assets under management as of August 31, 2018.  We provide investment management services to institutions and individuals through mutual funds, institutional separate accounts, an exchange traded fund, and private investment funds.  Our entire investment team shares the same intrinsic value investment philosophy focused on absolute returns, and our interests are firmly aligned with our clients through significant investment in its strategies.  For more information visit www.diamond-hill.com.





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