2009-05-19 23:15:02 -
HFF, Inc. (NYSE:HF) (the Company) announced today that it has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission to cover the future issuance and, through HFF Holdings LLC (HFF Holdings), distribution from time to time of up to 20,355,000 shares of the Company’s Class A common stock to holders of limited liability company units in
HFF Holdings, who are entitled to direct HFF Holdings to exchange two partnership units, one in each of the Company’s two operating partnerships, Holliday Fenoglio Fowler, L.P. and HFF Securities L.P. (collectively the Operating Partnerships), for one share of Class A common stock, and subsequently redeem one limited liability company unit in HFF Holdings for such share of Class A common stock. The registration of these shares of Class A common stock is being done consistent with the practice of other similarly organized companies, and the exchange right described above that is held by members of HFF Holdings was granted as part of the reorganization transactions that took place in February 2007 in connection with the initial public offering of the Company’s Class A common stock. Members of HFF Holdings are the collective beneficial owners of approximately 55% of the equity in the Operating Partnerships.
The Registration Statement does not involve capital raising efforts by the Company. The Company will not receive any cash proceeds from the issuance of its shares of Class A common stock upon the exercise of an exchange described above; however, the Company will acquire the partnership units in the Operating Partnerships exchanged for the shares of Class A common stock that the Company may issue. HFF Holdings will in turn not receive any cash proceeds from the transactions described above but will acquire the limited liability company units in itself that are redeemed for such shares of Class A common stock that it may distribute to a redeeming holder. A holder of HFF Holdings’ units exercising its exchange right also has the right to either retain the Class A shares or direct HFF Holdings to sell such shares of Class A common stock for cash on behalf of such holder. If the election is to direct HFF Holdings to sell such shares, the proceeds of this sale will be immediately distributed by HFF Holdings to such holder.
The registration of the Company’s Class A common stock does not necessarily mean that holders of HFF Holdings’ limited liability company units will redeem their units; any redemption is subject to certain contractual restrictions relative to the timing of any exchange request and subsequent exchange. Pursuant to contractual provisions and subject to certain exceptions, holders of the units were restricted from exercising their exchange right for two years after the initial public offering. After this two year period, the holders of the units gained the right to exchange up to 25% of their total respective HFF Holdings’ units, with an additional 25% becoming available for exchange each year thereafter.
The Registration Statement relating to the 20,355,000 shares of the Company’s Class A common stock described above has not yet become effective, and such securities may not be sold nor may offers to buy such securities be accepted prior to the time the Registration Statement becomes effective. Any offers will be made only by means of the written prospectus included in the Registration Statement after the Registration Statement becomes effective. A copy of the prospectus, if and when available, may be obtained by contacting: HFF, Inc., One Oxford Centre, 301 Grant Street, Suite 600, Pittsburgh, Pennsylvania 15219; phone.
(412) 281-8714.
Please refer to the Registration Statement, which has been filed by the Company with the Securities and Exchange Commission and is available at the Securities and Exchange Commission’s Internet web site, www.sec.gov :

, for more complete details regarding this registration.
About HFF
Through its subsidiaries Holliday Fenoglio Fowler, L.P. and HFF Securities L.P., the Company operates out of 17 offices nationwide and is a leading provider of commercial real estate and capital markets services to the U.S. commercial real estate industry. The Company offers clients a fully integrated national capital markets platform including debt placement, investment sales, structured finance, private equity, loan sales and commercial loan servicing. www.hfflp.com :

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HFF, Inc.Chief Executive OfficerJohn H. Pelusi Jr.,
412-281-8714
jpelusi@hfflp.com : mailto:jpelusi@hfflp.com orChief
Financial OfficerGregory R. Conley, 412-281-8714
gconley@hfflp.com : mailto:gconley@hfflp.com orDirector,
Investor RelationsMyra F. Moren, 713-852-3500
mmoren@hfflp.com : mailto:mmoren@hfflp.com