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): October 28, 2009
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-32147
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| Delaware
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51-0500737 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 300 Park Avenue, 23rd floor |
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| New York, New York 10022
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10022 |
| (Address of principal executive offices)
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(ZIP Code) |
Registrant’s telephone number, including area code: (212) 389-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 1. Registrant’s Business and Operations.
Item 1.01. Entry Into a Material Definitive Agreement
On October 28, 2009, Greenhill & Co., Inc. entered into a Memorandum of Agreement with Robert
H. Niehaus, Chairman of Greenhill Capital Partners, pursuant to which it will sell to an entity
newly formed by Mr. Niehaus the right to launch successor funds to its three merchant banking funds
and certain other rights for a purchase price of $25 million. Mr. Niehaus is currently an executive
officer of Greenhill & Co., Inc. Existing funds will continue to be managed by Greenhill & Co.,
Inc. through Mr. Niehaus and other current personnel until such persons are transitioned at a later
date to the purchasing entity. As a result of the transaction, Greenhill & Co., Inc. will
transition out of merchant banking activities over time. Greenhill & Co., Inc. will retain its
portfolio of principal investments. The transaction is expected to close on or about December 15,
2009.
A copy of the Memorandum of Agreement is filed herewith as Exhibit 1.01 and is incorporated by
reference herein.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(c) |
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Exhibits. The following exhibit is being furnished as part of this Report.
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| Exhibit |
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Description |
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1.01
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Memorandum of Agreement, dated October 28, 2009 |
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99.1
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Press Release of Greenhill & Co., Inc. dated October 28, 2009. |
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