## Executive Summary / Key Takeaways<br><br>* Houlihan Lokey's diversified three-segment model—Corporate Finance, Financial Restructuring, and Financial and Valuation Advisory—delivered record fiscal 2025 revenue of $2.4 billion by capturing opportunities across the entire economic cycle, with each segment counterbalancing the others to produce consistent growth when peers face binary outcomes.<br><br>* The company's undisputed #1 global restructuring franchise provides a durable earnings floor that management suggests may represent a "new trough" at elevated levels, allowing HLI to invest aggressively in managing directors and acquisitions during downturns while competitors retrench.<br><br>* The Capital Solutions business, rebranded from Capital Markets and now comprising over 20% of Corporate Finance revenues, is growing faster than traditional M&A while delivering less volatile, higher-margin income streams that fundamentally improve the quality of earnings.<br><br>* International expansion, particularly in EMEA and Asia Pacific, is gaining meaningful traction with "stepwise different" performance than prior cycles, while aggressive MD hiring (CF up 8% year-over-year) positions the firm to capture disproportionate share as middle-market M&A activity accelerates.<br><br>* Trading at $175.40 with a 16.6% profit margin and 15.7x free cash flow, HLI commands a premium valuation that reflects its resilient model and superior returns, but execution on Capital Solutions growth and international scaling will determine whether the stock delivers alpha or merely matches its quality multiple.<br><br>## Setting the Scene: The Architecture of a Counter-Cyclical Powerhouse<br><br>Houlihan Lokey, founded in 1972 and headquartered in Los Angeles, operates one of the most deliberately engineered business models in investment banking. Unlike boutique peers that bet their futures on a single product or market segment, HLI has constructed three distinct but complementary advisory businesses that respond differently to macroeconomic conditions. This structure transforms volatility from a risk into an opportunity, allowing the firm to generate fees whether companies are expanding, contracting, or simply seeking objective valuation advice.<br><br>The company makes money through three primary channels. Corporate Finance (CF) advises on M&A and capital markets transactions, earning the majority of revenue from completion fees paid only when deals close. Financial Restructuring (FR) counsels debtors and creditors through bankruptcy and out-of-court recapitalizations, similarly earning completion fees but in environments where M&A activity collapses. Financial and Valuation Advisory (FVA) provides fairness opinions, solvency opinions, and portfolio valuation services, generating retainer and progress fees that are less cyclical and more predictable. This mix ensures that no single market condition can cripple the entire enterprise.<br>
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\<br><br>HLI's positioning in the middle market—companies too large for regional advisors but too small for bulge-bracket attention—creates a structural advantage. These transactions face less regulatory scrutiny than mega-deals, exhibit more resilient volume during downturns, and allow HLI to build deeper, longer-lasting client relationships. The firm's global footprint across more than thirty offices further insulates it from regional shocks, while its recent acquisition spree—three deals in fiscal 2025 alone—adds capabilities in specific industries and geographies that would take years to build organically.<br><br>## Business Model and Strategic Differentiation: The Portfolio Effect in Action<br><br>The genius of Houlihan Lokey's strategy lies in what management calls the "portfolio effect." When tariff volatility roiled markets at the start of fiscal 2026, HLI's diversified industry and geographic exposure meant that a pasta company in Italy could continue its sale process unaffected by U.S. trade policy, while industrial clients faced more headwinds. This granularity of risk management is impossible for large-cap focused firms that live and die on macro sentiment. For investors, this means earnings volatility is dampened at the source, reducing the risk of catastrophic quarters that plague mono-line advisors.<br><br>The Capital Solutions rebrand from Capital Markets represents more than marketing. This business, which includes secondaries {{EXPLANATION: secondaries,In the context of private equity, secondaries refer to the buying and selling of existing investor commitments to private equity funds. This market provides liquidity to limited partners and offers HLI opportunities to advise on complex transactions.}}, GP stakes {{EXPLANATION: GP stakes,General Partner stakes refer to minority equity investments in the management companies of private equity firms. This provides investors with exposure to the fee streams and carried interest generated by the private equity firm's funds, offering a less volatile revenue source for HLI.}}, and direct capital placements, has grown faster than traditional M&A in the current cycle and now represents at or above 20% of total Corporate Finance revenues. Why does this matter? Because these revenues are less volatile than completion-based M&A fees, they provide a stable foundation that allows HLI to maintain its 61.5% compensation ratio and continue hiring top talent even when deal markets seize up. The integrated approach—combining what were six separate conferences into the inaugural Houlihan Lokey ONE Conference with 4,000 attendees—demonstrates how the firm is leveraging its scale to cross-sell these solutions, creating a one-stop shop for sponsor clients who increasingly need creative capital solutions beyond traditional M&A.<br><br>Managing director headcount growth is the leading indicator for future revenue. CF MDs increased from 224 to 242 year-over-year, while FVA MDs grew from 41 to 45. FR MDs held steady at 58, but management notes that revenue per MD during the Great Recession was 40% higher than current levels, implying significant capacity to handle a larger restructuring cycle without proportional cost increases. This operating leverage is crucial: each new MD represents approximately $3-4 million in incremental annual revenue capacity at high incremental margins, making the recent hiring wave a direct investment in future earnings growth.<br><br>## Financial Performance: Evidence of a Resilient Growth Engine<br><br>Second quarter fiscal 2026 results validate the thesis. Corporate Finance revenue surged 21% year-over-year to $438.7 million, with segment profit jumping 34% to $147.3 million. The 171 closed transactions represent the highest quarterly count since the M&A peak of late 2021, while average transaction size and fees continue their steady upward march. This performance occurred despite muted sponsor activity in the first quarter, proving that HLI's client base of strategic corporates provides a more stable foundation than PE-dependent peers.<br>
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\<br><br>Financial Restructuring's 2% revenue growth to $133.8 million might appear disappointing, but context reveals its significance. Easing interest rates and improving macro conditions typically crater restructuring activity, yet HLI's backlog remains robust and diversified across industries and geographies. Management has "stopped guessing what the trough might look like" because the business has shown "real resilience" at levels that would have been considered peak in prior cycles. For investors, this means FR provides not just downside protection but a persistent earnings contributor that funds growth investments elsewhere. The balanced mix of debtor and creditor work ensures that whether companies restructure in-court or out-of-court, HLI captures fees.<br><br>Financial and Valuation Advisory grew 10% to $87.0 million with segment profit up 31% to $25.4 million. This segment's hybrid nature—combining non-cyclical portfolio valuation with cyclical transaction advisory—makes it less volatile than pure M&A businesses while still capturing upside. In strong M&A cycles, FVA grows similar to but not as fast as CF; in weak cycles, it doesn't decline as much. This asymmetry improves the overall quality of HLI's earnings stream, supporting a higher valuation multiple than mono-line peers.<br><br>Geographic diversification is accelerating. Non-U.S. business in EMEA and Asia Pacific showed solid growth and improving key indicators in Q2, with year-to-date performance outpacing the U.S. corporate finance business. Management describes the international platform as "stepwise different" than a few years ago, with market share gains that are sustainable rather than cyclical. This matters because it expands HLI's addressable market beyond the mature U.S. middle market while providing natural hedges against regional slowdowns.<br><br>## Competitive Context: Why the Middle Market Wins<br><br>Comparing Houlihan Lokey to its publicly traded peers reveals the power of its focused strategy. Moelis & Company (TICKER:MC) and PJT Partners (TICKER:PJT) target larger, more complex transactions but face intense competition and higher compensation costs, resulting in operating margins of 13.5% and 20.4% respectively versus HLI's 25.6%. Evercore (TICKER:EVR) and Lazard (TICKER:LAZ) compete for mega-deals that are more susceptible to regulatory scrutiny and economic volatility, with profit margins of 14.9% and 9.1% that trail HLI's 16.6%.<br><br>HLI's debt-to-equity ratio of 0.19 is substantially lower than all major peers, who range from 0.43 to 2.53. This conservative balance sheet provides strategic flexibility to fund acquisitions, repurchase shares, and weather downturns without diluting shareholders or risking covenant violations. The company's return on equity of 20.3% is respectable, though lower than MC's 51.4% and PJT's 33.3%, reflecting HLI's lower financial leverage and more conservative capital structure—a trade-off that reduces risk at the cost of maximum ROE.<br>
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\<br><br>The restructuring moat is HLI's most defensible advantage. While competitors dabble in distressed advisory, HLI's #1 global ranking per LSEG/Refinitiv translates into pricing power and a self-reinforcing cycle: the best debtor and creditor mandates flow to the market leader, which attracts the top talent, which wins the next mandate. This creates a barrier to entry that is nearly impossible for peers to breach, ensuring that even in a robust M&A environment where restructuring typically declines, HLI can maintain elevated FR revenues while competitors see their single-leg stools wobble.<br><br>## Outlook, Guidance, and Execution Risk<br><br>Management's guidance for fiscal 2026 is explicitly positive, with expectations for continued year-over-year growth across all segments. The key assumption is that current market conditions persist—M&A activity continues its quarter-by-quarter improvement, interest rates remain elevated enough to support restructuring activity, and capital markets stay "wide open" with plentiful capital. This baseline scenario appears achievable given the 21% CF growth in Q2 and the persistent restructuring backlog.<br><br>The most significant departure from historical patterns is management's expectation that CF will deliver a strong Q4 relative to Q3, breaking typical seasonality. This signals building momentum that could carry into fiscal 2027, with new business generation providing visibility beyond the current year. For investors, this suggests that the current 28.3x P/E multiple may be pricing in not just current earnings but accelerating growth that hasn't yet fully materialized in the numbers.<br><br>The "new trough" thesis for restructuring is both opportunity and risk. If FR revenues have indeed found a higher floor around current levels, the segment provides a stable $250-270 million annual revenue base that funds growth investments and supports the dividend. However, if interest rates fall more dramatically than expected or the economy achieves a soft landing, new business generation could slow faster than the backlog depletes, creating downside risk to this assumption.<br><br>Capital Solutions growth is critical to justifying the valuation. Management notes this business has grown faster than M&A in the current cycle and is "here to stay" as part of a broader set of capital alternatives for sponsors. If this segment can maintain its 20%+ share of CF while expanding absolute dollars, it fundamentally improves HLI's earnings quality and reduces the cyclicality that traditionally compresses investment banking multiples.<br><br>## Risks and Asymmetries: What Could Break the Thesis<br><br>Talent retention represents a material risk in a competitive hiring environment. While HLI added 5 MDs in Q2 and continues to attract senior talent drawn to its platform, boutique firms face constant poaching threats from bulge-bracket banks and larger independents. The 61.5% compensation ratio is already at management's long-term target, leaving limited room to increase pay without margin compression. If competitors escalate the talent war, HLI could face either margin pressure or talent loss—both of which would impair growth.<br><br>Deal cycle volatility remains inherent to the business model. While the diversified segments provide resilience, a severe recession could overwhelm all three simultaneously: M&A activity would collapse, restructuring could spike beyond capacity, and valuation work would slow as transactions freeze. The company's $1.1 billion cash position provides a cushion, but operating leverage works both ways—revenue declines would hit profits disproportionately hard.<br><br>Geopolitical uncertainty and tariff policies create headwinds that even diversification can't fully mitigate. Management acknowledges that while middle-market companies are less impacted than large caps, certain sectors like industrials face real pressure. The company's global footprint helps, but a broad-based trade war or regional conflict could slow cross-border M&A and create enough macro uncertainty to freeze deal-making across the board.<br><br>The competitive landscape is intensifying. Goldman Sachs (TICKER:GS) and other bulge-bracket firms are building capital solutions businesses that could encroach on HLI's middle-market turf. While management argues these players compete in different segments, history shows that large banks inevitably push down-market when their core businesses slow. HLI's restructuring moat provides some defense, but CF and FVA face increasing pressure that could compress fees or win rates.<br><br>## Valuation Context: Premium Quality at a Premium Price<br><br>At $175.40 per share, Houlihan Lokey trades at 28.3x trailing earnings, 4.8x sales, and 15.7x free cash flow. These multiples place it at a premium to Lazard (20.0x P/E, 1.6x sales) and Moelis (21.3x P/E, 3.2x sales), but roughly in line with PJT Partners (25.7x P/E, 4.0x sales) and Evercore (25.4x P/E, 3.5x sales). The valuation reflects HLI's superior profit margins (16.6% vs. peer range of 9.1-15.2%) and lower risk profile (0.19 debt-to-equity vs. peer range of 0.43-2.53%).<br><br>The price-to-free-cash-flow ratio of 15.7x is particularly relevant for this asset-light business. With $808.9 million in annual free cash flow and minimal capex requirements, HLI generates substantial cash that can be returned to shareholders or deployed for acquisitions. The 1.37% dividend yield, while modest, is well-covered by a 37.8% payout ratio and provides a baseline return while investors wait for capital appreciation.<br>
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\<br><br>Enterprise value to revenue of 4.6x sits at the high end of the peer range (1.6x to 4.0x), but this premium is justified by the quality and resilience of revenues. Unlike peers dependent on large-cap M&A cycles, HLI's restructuring and FVA segments provide stability that deserves a higher multiple. The key question for investors is whether the premium multiple can be sustained if growth decelerates or if the restructuring cycle finally rolls over.<br><br>## Conclusion: A Defensive Growth Story Built for Uncertain Times<br><br>Houlihan Lokey has engineered a business model that transforms market volatility from a liability into a strategic asset. The three-legged stool of Corporate Finance, Financial Restructuring, and Financial and Valuation Advisory ensures that whatever the macro environment, some segment is thriving. The restructuring moat provides a defensible competitive advantage and earnings floor, while the Capital Solutions transformation improves earnings quality and reduces cyclicality. International expansion and aggressive MD hiring position the firm to capture disproportionate share as middle-market activity accelerates.<br><br>The investment thesis hinges on two variables: whether restructuring has indeed found a new, higher trough that sustains current revenue levels even in an improving economy, and whether Capital Solutions can continue growing faster than traditional M&A while maintaining its less volatile characteristics. If both hold, HLI's premium valuation is justified by superior margins, lower risk, and consistent growth that peers cannot match.<br><br>For investors seeking exposure to financial services with downside protection and upside optionality, Houlihan Lokey offers a rare combination. The stock price reflects quality, but the business model's resilience and the management team's disciplined execution suggest this quality is durable. In an environment where geopolitical uncertainty, tariff volatility, and interest rate fluctuations dominate headlines, HLI's portfolio effect isn't just a talking point—it's the foundation of a compelling long-term investment case.