S-3ASR
As filed with the Securities and Exchange Commission on
November 5, 2008
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREENHILL &
CO., INC.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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51-0500737
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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300 Park Avenue
23rd
Floor
New York, New York
10022
(212) 389-1500
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
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Richard J. Lieb
Chief Financial Officer
300 Park Avenue
23rd
Floor
New York, New York 10022
(212) 389-1500
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Jodi B. Ganz
General Counsel
300 Park Avenue
23rd
Floor
New York, New York 10022
(212) 389-1500
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(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
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Nicholas A. Kronfeld
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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David B. Harms
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
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Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. x
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act.
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Large
accelerated
filer x
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Accelerated
filer o
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller reporting
company o
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CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Title of Each
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Aggregate
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Amount of
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Class of Securities
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Amount to be
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Offering
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Registration
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to be Registered
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Registered
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Price(1)
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Fee(2)
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Common Stock, par value $0.01 per share
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4,025,000 shares
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$281,065,750
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$11,046
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(1) |
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Estimated solely for the purpose of
computing the amount of the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low reported sales prices on the New
York Stock Exchange on October 31, 2008.
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(2) |
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Calculated in accordance with
Rule 457(o).
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PROSPECTUS
3,500,000 Shares
Greenhill & Co.,
Inc.
COMMON STOCK
We and certain selling stockholders may offer and sell shares of
our common stock from time to time in amounts, at prices and on
terms that will be determined at the time of any such offering.
Each time any securities are offered pursuant to this
prospectus, we will provide a prospectus supplement and attach
it to this prospectus. The prospectus supplement will contain
more specific information about the offering, including the
names of any selling stockholders.
You should carefully read this prospectus and any supplement,
together with the documents we incorporate by reference, before
you invest in our common stock.
Our common stock is listed on the New York Stock Exchange under
the symbol GHL.
Investing in our common stock involves certain
risks. See Risk Factors beginning on
page 5 of our annual report on
Form 10-K
for the year ended December 31, 2007, which is incorporated
by reference herein.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is November 5, 2008
You should rely only on the information contained in or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of this prospectus. The terms Greenhill,
we, us, and our refer to
Greenhill & Co., Inc. and, unless the context
otherwise requires, its consolidated subsidiaries.
TABLE OF
CONTENTS
About
this Prospectus
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission
(SEC) utilizing a shelf registration
process. Under this shelf process, we and certain of our
stockholders may sell the common stock described in this
prospectus in one or more offerings. This prospectus provides
you with a general description of the common stock. Each time we
or certain of our stockholders sell common stock, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus
supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information
described under the heading Where You Can Find More
Information.
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GREENHILL
Overview
Greenhill is an independent investment banking firm that
(i) provides financial advice on significant mergers,
acquisitions, restructurings and similar corporate finance
matters as well as fund placement services for private equity
and other financial sponsors and (ii) manages merchant
banking funds and similar vehicles and commits capital to those
funds and vehicles. We act for clients located throughout the
world from offices in New York, London, Frankfurt, Toronto,
Tokyo, Dallas, San Francisco and Chicago.
We were established in 1996 by Robert F. Greenhill, the former
President of Morgan Stanley and former Chairman and Chief
Executive of Smith Barney. Since its founding, Greenhill has
grown steadily, recruiting a number of managing directors from
major investment banks (as well as senior professionals from
other institutions), with a range of geographic, industry or
transaction specialties and different sets of corporate
management and other relationships. As part of this expansion,
we opened a London office in 1998, raised our first merchant
banking fund in 2000, opened a Frankfurt office later in 2000
and began offering financial restructuring advice in 2001. On
May 11, 2004, we converted from a limited liability company
to a corporation, and completed an initial public offering of
our common stock. We opened our Dallas office in April 2005 and
completed the closing of our second merchant banking fund in
June 2005. We opened our Toronto office in July 2006 and
completed the final closing of our first venture capital fund in
September 2006. In December 2007, we completed the final closing
of our first European merchant banking fund. We completed the
initial public offering of our special purpose acquisition
company, GHL Acquisition Corp., in February 2008, opened our
San Francisco office in April 2008, launched our
Fund Placement Advisory Group in May 2008, opened our Tokyo
office in October 2008 and in November 2008 announced plans to
open a Chicago office. As of October 31, 2008, we employed
50 managing directors and senior advisors globally.
Principal
Sources of Revenue
Our principal sources of revenue are advisory services and
merchant banking.
Advisory
Revenue
We provide a broad range of advice to global clients in relation
to domestic and cross-border mergers, acquisitions,
restructurings and similar corporate finance matters and are
generally involved at each stage of these transactions, from
initial structuring to final execution. Our focus is on
providing high-quality advice to senior executive management and
boards of directors of prominent large and mid-cap companies in
transactions that typically are of the highest strategic and
financial importance to those companies. We advise clients on
strategic matters, including acquisitions, divestitures,
defensive tactics, special committee assignments and other
important corporate events. We provide advice on valuation,
tactics, industry dynamics, structuring alternatives, timing and
pricing of transactions, and financing alternatives. Where
requested to do so, we may provide an opinion regarding the
fairness of a transaction. In our restructuring practice, we
advise debtors, creditors and companies experiencing financial
distress as well as potential acquirors of distressed companies
and assets. We provide advice on valuation, restructuring
alternatives, capital structures, and sales or
recapitalizations. We also assist those clients who seek
court-assisted reorganizations by developing and seeking
approval for plans of reorganization as well as the
implementation of such plans. In providing financial advisory
services, we draw on the extensive experience, corporate
relationships and industry expertise of our managing directors
and senior advisors. In our fund placement advisory practice we
assist private equity funds and other financial sponsors in
raising capital from a global set of institutional and other
investors.
Advisory revenues accounted for 92%, 92% and 72% of our revenues
in the nine months ended September 30, 2008 and in fiscal
years 2007 and 2006, respectively.
Non-U.S. clients
are a significant part of our business, generating 43%, 64% and
53% of our advisory revenues for the nine months ended
September 30, 2008 and in 2007 and 2006, respectively. We
generate revenues from our advisory services by charging our
clients fees consisting principally of fees paid upon the
successful conclusion of a transaction or fund raising, fees
paid upon the
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announcement of a transaction, fees paid upon the commencement
of an engagement and, in connection principally with
restructuring assignments, monthly retainer fees.
Merchant
Banking and Other
Our merchant banking fund management activities currently
consist primarily of management of and investment in
Greenhills merchant banking funds, Greenhill Capital
Partners I (GCP I), Greenhill Capital
Partners II (GCP II) (collectively,
Greenhill Capital Partners or GCP),
Greenhill Capital Partners Europe (GCP Europe) and
Greenhill SAV Partners (GSAVP), which are families
of merchant banking funds that invest in portfolio companies.
Merchant banking funds are private investment funds raised from
contributions by qualified institutional investors and
financially sophisticated individuals. The funds generally make
investments in non-public companies, typically with a view
toward divesting within 3 to 5 years. We pursue merchant
banking fund management activities in addition to our financial
advisory activities because we believe merchant banking can
generate attractive returns on the firms capital, and
because it allows us to further leverage our managing
directors industry knowledge and corporate relationships.
We believe we can pursue merchant banking opportunities without
creating conflicts with our advisory clients by typically
focusing on significantly smaller companies than those with
respect to which we seek to provide financial advice. GCP
typically makes controlling or influential minority investments
of $10 million to $75 million in companies with
valuations that are between $50 million and
$500 million at the time of investment. GCP has invested a
substantial portion of its capital in the energy, financial
services and telecommunications industries. GSAVP typically
makes smaller investments in early-growth-stage companies that
offer technology-enabled or business information services. Such
investments typically involve higher levels of risk and are more
speculative than our GCP investments. GCP Europe typically makes
controlling or influential minority investments of
£10 million to £30 million in companies with
valuations that are between £50 million and
£250 million at the time of investment. We expect to
expand our merchant banking fund management activities over time.
Merchant banking and other revenue accounted for 8%, 8% and 28%
of our revenues in the nine months ended September 30, 2008
and in fiscal years 2007 and 2006, respectively. We generate
merchant banking revenue from (i) management fees on our
merchant banking activity, (ii) gains (or losses) on our
investments in the merchant banking funds and other principal
investment activities, and (iii) merchant banking profit
overrides. We charge management fees to all non-affiliated
investors in each of our funds and all employees in GCP II, GCP
Europe and GSAVP. We may also earn gains (or losses) from our
capital investment in our merchant banking funds depending upon
the performance of the funds. Our investments in our merchant
banking funds generate realized and unrealized investment gains
(or losses) based on our allocable share of earnings generated
by the funds. As the general partner of our merchant banking
funds we make investment decisions for the funds and are
entitled to receive an override on the profits of the funds.
We began our merchant banking activities in 2000 with the
establishment of GCP I, which had total committed capital
of $423 million. In 2005 we expanded our merchant banking
activities with the closing of our second merchant banking fund,
GCP II, which had total committed capital of $875 million.
The firm has committed approximately 10%, or $88.5 million,
to GCP II and our managing directors and other employees have
committed an additional $136 million to that fund. In 2006
we expanded our merchant banking activities with the closing of
our venture capital fund, GSAVP, which had total committed
capital of $101.5 million. The firm has committed
$10.9 million to GSAVP, and our managing directors and
other professionals have committed an additional
$22.6 million to GSAVP. In 2007, we closed our first
European merchant banking fund, GCP Europe, which had total
committed capital of £191 million. The firm has
committed £25 million to GCP Europe and our managing
directors and other employees have committed an additional
£42 million.
In February 2008, GHL Acquisition Corp., a blank check company
sponsored by the firm, completed its initial public offering,
selling 40,000,000 units for an aggregate purchase price of
$400 million. We originally invested $8 million in GHL
Acquisition Corp. and owned approximately 17.3% of its
outstanding common stock (AMEX:GHQ) upon consummation of the
offering. In September 2008, GHL Acquisition Corp. announced
that it had agreed to acquire Iridium Holdings, L.L.C.
(Iridium), a leading provider of voice and data
mobile satellite services in a transaction that values Iridium
at an enterprise value of approximately $591 million,
subject to stockholder approval, various regulatory approvals
and other customary closing conditions. We simultaneously
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announced that we had agreed to invest $22.9 million in the
form of a convertible subordinated note issued by Iridium and
completed that investment in October 2008. If the acquisition of
Iridium by GHL Acquisition Corp. is completed on the agreed
terms and our investment is converted to Iridium common shares,
we will own approximately 9.2 million common shares of the
combined company (AMEX:GHQ) and 6 million warrants
(AMEX:GHQ.WS).
Our principal executive offices are located at 300 Park Avenue,
23rd Floor, New York, New York 10022, and our telephone
number is
(212) 389-1500.
We maintain a website at www.greenhill.com where general
information about us is available. We are not incorporating the
contents of the website into this prospectus.
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WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document that we file at the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an Internet site at
http://www.sec.gov,
from which interested persons can electronically access our SEC
filings, including the registration statement and the exhibits
and schedules thereto.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below and all documents we file pursuant to Section 13(a),
13(c), 14 or 15 (d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act), on or after the date
of this prospectus and prior to the termination of the offering
under this prospectus and any accompanying prospectus supplement
(other than in each case unless otherwise indicated, documents
or information deemed to have been furnished and not filed in
accordance with SEC rules):
(a) Annual Report on
Form 10-K
for the year ended December 31, 2007;
(b) Quarterly Reports on
Form 10-Q
for the periods ended March 31, 2008, June 30, 2008
and September 30, 2008;
(c) Current Reports on
Form 8-K
filed on October 29, 2007 and March 19, 2008; and
(d) Registration Statement on
Form 8-A
dated April 20, 2004.
You may request a copy of these filings at no cost, by writing
or telephoning:
Investor
Relations
Greenhill & Co., Inc.
300 Park Avenue
23rd Floor
New York, New York 10022
Telephone: (212 )
389-1800
E-mail
Address: Investorrelations@greenhill.com
SPECIAL
NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
In some cases, you can identify these statements by
forward-looking words such as may,
might, will, should,
expect, plan, anticipate,
believe, estimate, predict,
potential or continue, the negative of
these terms and other comparable terminology. These
forward-looking statements, which are subject to risks,
uncertainties and assumptions about us, may include projections
of our future financial performance, based on our growth
strategies and anticipated trends in our business. These
statements are only predictions based on our current
expectations and projections about future events. There are
important factors that could cause our actual results, level of
activity, performance or achievements to differ materially from
the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements. In
particular, you should consider the numerous risks outlined
under Risk Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2007 (the
10-K),
which is incorporated by reference into this prospectus.
These risks are not exhaustive. Other sections of this
prospectus, any prospectus supplement and the documents
incorporated by reference may include additional factors which
could adversely impact our business and financial performance.
Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is
not possible for our management to predict all risk factors, nor
can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.
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Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance or achievements.
Moreover, neither we nor any other person assumes responsibility
for the accuracy or completeness of any of these forward-looking
statements. You should not rely upon forward-looking statements
as predictions of future events. We are under no duty to update
any of these forward-looking statements after the date of this
filing to conform our prior statements to actual results or
revised expectations.
Forward-looking statements include, but are not limited to, the
following:
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the statements about (i) our expectation that our total
compensation and benefits, including that payable to our
managing directors, will not exceed 50% of total revenues in the
10-K under
Managements Discussion and Analysis of Financial
Condition and Results of OperationsOperating
ExpensesCompensation and Benefits and Selected
Financial Data and (ii) our expectation to make
certain principal investments and our expectation of revenues
from a profit override and from gains on investments of our
capital beginning in 2004 in the
10-K under
BusinessPrincipal Sources of RevenueMerchant
Banking Fund Management and Managements
Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources;
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the statement about our expectation that revenues from our
financial advisory business will continue to account for the
majority of our revenues in the near to medium-term in the
10-K under
Managements Discussion and Analysis of Financial
Condition and Results of OperationsOverview;
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the statement about our expectations that we will expand our
merchant banking management business in the
10-K under
OverviewMerchant Banking Fund Management;
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the statement about new managing directors adding incrementally
to our revenue and income growth potential in the
10-K under
Managements Discussion Analysis of Financial
Condition and Results of OperationsOverview;
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the statements about our expectations that the profit overrides
we earn in our merchant banking management business will or
could increase in the
10-K under
Managements Discussion and Analysis of Financial
Condition and Results of OperationsMerchant Banking
Fund Management and Other Revenues;
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the statement about our expectation that operating costs will
increase as we grow our business in the
10-K under
Managements Discussion and Analysis of Financial
Condition and Results of OperationsNon-Compensation
Expense;
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the discussion of our ability to meet liquidity needs in the
10-K under
Managements Discussion and Analysis of Financial
Condition and Results of OperationsLiquidity and Capital
Resources; and
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the statement that the consummation of the acquisition proposed
by GHL Acquisition Corp. could provide a significant source of
additional merchant banking revenue after completion.
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DESCRIPTION
OF CAPITAL STOCK
General
Matters
The following description of our common stock and preferred
stock and the relevant provisions of our amended and restated
certificate of incorporation and amended and restated bylaws are
summaries thereof and are qualified by reference to our amended
and restated certificate of incorporation and amended and
restated bylaws, copies of which have been filed with the
Securities and Exchange Commission as exhibits to the
10-K and our
current Report on
Form 8-K
filed on October 29, 2007, respectively, which exhibits are
incorporated by reference into this prospectus.
Our authorized capital stock currently consists of
100,000,000 shares of common stock, $0.01 par value,
and 10,000,000 shares of preferred stock, $0.01 par
value.
Common
Stock
As of October 31, 2008, there were 26,682,412 shares
of common stock outstanding.
The holders of common stock are entitled to one vote per share
on all matters to be voted upon by the stockholders and do not
have cumulative voting rights. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of
common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See
Dividend Policy. In the event of liquidation,
dissolution or winding up of Greenhill, the holders of common
stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution
rights of preferred stock, if any, then outstanding. The common
stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. All outstanding
shares of common stock are fully paid and non-assessable, and
the shares of common stock to be issued upon completion of this
offering will be fully paid and non-assessable. As of
September 30, 2008, there were 35 holders of record of our
common stock.
Preferred
Stock
The Board of Directors has the authority to issue preferred
stock in one or more classes or series and to fix the
designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof including
dividend rights, dividend rates, conversion rights, voting
rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any class or
series, without further vote or action by the shareholders. The
issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of Greenhill without
further action by the shareholders and may adversely affect the
voting and other rights of the holders of common stock. At
present, Greenhill has no plans to issue any of the preferred
stock.
Voting
The affirmative vote of a majority of the shares of our capital
stock present, in person or by written proxy, at a meeting of
stockholders and entitled to vote on the subject matter will be
the act of the stockholders.
Our amended and restated certificate of incorporation may be
amended in any manner provided by the Delaware General
Corporation Law. The Board of Directors has the power to adopt,
amend or repeal our amended and restated bylaws.
Action by
Written Consent
Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if the consent to such
action in writing is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
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Anti-Takeover
Effects of Delaware Law
Greenhill is subject to the business combination
provisions of Section 203 of the Delaware General
Corporation Law. In general, such provisions prohibit a publicly
held Delaware corporation from engaging in various
business combination transactions with any
interested stockholder for a period of three years after the
date of the transaction in which the person became an interested
stockholder, unless:
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the transaction is approved by the Board of Directors prior to
the date the interested stockholder obtained such status;
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upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or
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on or subsequent to such date, the business combination is
approved by the Board of Directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at
least
662/3%
of the outstanding voting stock which is not owned by the
interested stockholder.
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A business combination is defined to include
mergers, asset sales and other transactions resulting in
financial benefit to a stockholder. In general, an
interested stockholder is a person who, together
with affiliates and associates, owns (or within three years, did
own) 15% or more of a corporations voting stock. The
statute could prohibit or delay mergers or other takeover or
change in control attempts with respect to Greenhill and,
accordingly, may discourage attempts to acquire Greenhill even
though such a transaction may offer Greenhills
stockholders the opportunity to sell their stock at a price
above the prevailing market price.
Limitation
of Liability and Indemnification Matters
Our amended and restated certificate of incorporation provides
that a director of Greenhill will not be liable to Greenhill or
its shareholders for monetary damages for breach of fiduciary
duty as a director, except in certain cases where liability is
mandated by the Delaware General Corporation Law. Our amended
and restated certificate of incorporation also provides for
indemnification, to the fullest extent permitted by law, by
Greenhill of any person made or threatened to be made a party
to, or who is involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of Greenhill, or at the
request of Greenhill, serves or served as a director or officer
of any other enterprise, against all expenses, liabilities,
losses and claims actually incurred or suffered by such person
in connection with the action, suit or proceeding. Our amended
and restated certificate of incorporation also provides that, to
the extent authorized from time to time by our Board of
Directors, Greenhill may provide indemnification to any one or
more employees and other agents of Greenhill to the extent and
effect determined by the Board of Directors to be appropriate
and authorized by the Delaware General Corporation Law. Our
amended and restated certificate of incorporation also permits
us to purchase and maintain insurance for the foregoing and we
expect to maintain such insurance.
Listing
Our common stock is listed on the New York Stock Exchange under
the symbol GHL.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is
American Stock Transfer & Trust Company.
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USE OF
PROCEEDS
Unless otherwise specified in the applicable prospectus
supplement for any offering of shares of our common stock, the
net proceeds we receive from any sale of shares of our common
stock will be used to pay amounts outstanding under our credit
facility in order to provide financial flexibility to pursue,
where appropriate, the further expansion of our advisory
business by industry and location, for merchant banking
investments and for general corporate purposes. Pending such
use, we may temporarily invest net proceeds.
We will not receive any of the proceeds from the sale of shares
by selling stockholders.
VALIDITY
OF SECURITIES
The validity of the common stock in respect of which this
prospectus is being delivered will be passed on for us by Davis
Polk & Wardwell.
SELLING
STOCKHOLDERS
Selling stockholders may use this prospectus in connection with
resales of shares. The applicable prospectus supplement or
post-effective amendment will identify the selling stockholders,
the terms of the securities and the transaction in which the
selling stockholders acquired the shares. Selling stockholders
may be deemed to be underwriters in connection with the shares
they resell and any profits on the sales may be deemed to be
underwriting discounts and commission under the Securities Act
of 1933, as amended. Unless otherwise specified in the
applicable prospectus supplement, we will not receive any
proceeds from the sale of shares by selling stockholders.
PLAN OF
DISTRIBUTION
We, or any selling stockholders, may sell the offered shares
through agents, underwriters or dealers, or directly to one or
more purchasers, or through a combination of these methods of
sale. We will identify the specific plan of distribution,
including any agents, underwriters, dealers or direct
purchasers, and any compensation paid in connection therewith,
in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Greenhill as of
December 31, 2007 and 2006 and for each of the three years
in the period ended December 31, 2007, and the
effectiveness of Greenhills internal control over
financial reporting as of December 31, 2007, have been
audited by Ernst & Young LLP, independent registered
public accounting firm, as stated in their reports appearing
therein, and incorporated by reference in this registration
statement, and have been so included in reliance on the reports
of said firm, given on the authority of said firm as experts in
auditing and accounting.
Except as otherwise indicated, all amounts with respect to the
volume, number and market share of mergers and acquisitions
transactions and related ranking information incorporated by
reference in this prospectus have been derived from information
compiled and classified by Thomson Financial.
8
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution
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The following table sets forth the costs and expenses payable by
the Registrant, other than underwriting discounts and
commissions, expected to be incurred in connection with the sale
of the securities being registered hereby. All amounts set forth
below are estimates.
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Amount to be
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Paid
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Registration fee
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$
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11,046
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FINRA fee
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28,607
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Printing
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25,000
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Legal fees and expenses
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75,000
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Accounting fees and expenses
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50,000
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Transfer agent and registrar fees
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10,000
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Miscellaneous
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50,347
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TOTAL
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$
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250,000
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Item 15.
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Indemnification
of Directors and Officers
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Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed
actions, suits or proceedings in which such person is made a
party by reason of such person being or having been a director,
officer, employee or agent to the Registrant. The Delaware
General Corporation Law provides that Section 145 is not
exclusive of other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. Article Ninth of
the Registrants Certificate of Incorporation provides for
indemnification by the Registrant of its directors, officers and
employees to the fullest extent permitted by the Delaware
General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the
directors duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions,
or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrants Certificate
of Incorporation provides for such limitation of liability to
the fullest extent permitted by Delaware General Corporation Law.
The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors and
officers against loss rising from claims made by reason of
breach of duty or other wrongful act, while acting in their
capacity as directors and officers of the Registrant, and
(b) to the Registrant with respect to payments which may be
made by the Registrant to such officers and directors pursuant
to any indemnification provision contained in the
Registrants Certificate of Incorporation or otherwise as a
matter of law.
The proposed forms of Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement provide for
indemnification of directors and certain officers of the
Registrant by the underwriters against certain liabilities.
II-1
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Item 16.
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Exhibits
and Financial Statement Schedules
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(a) The following exhibits are filed as part of this
Registration Statement:
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Exhibit No.
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Document
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1
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.1
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Form of Underwriting Agreement*
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4
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.1
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Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrants registration statement
on
Form S-1/A
(No. 333-113526)
filed on April 30, 2004)
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5
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.1
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Opinion of Davis Polk & Wardwell
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23
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.1
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Consent of Ernst & Young LLP
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23
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.2
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Consent of Davis Polk & Wardwell (included in
Exhibit 5.1)
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23
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.3
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Consent of Thomson Financial
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24
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.1
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Power of Attorney (included on the signature page of the
Registration Statement)
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* |
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To be filed as an exhibit to a Current Report on
Form 8-K
which will be incorporated by reference herein. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of securities registered hereby, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i), (ii) and
(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-2
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of
the registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material
information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
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(c)
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The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
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(d)
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrants pursuant to
the foregoing provisions, or otherwise, the registrants have
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore,
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II-3
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unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on November 5, 2008.
Greenhill & Co., Inc.
Name: Scott L. Bok
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Title:
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Co-Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott L. Bok and Richard
J. Lieb, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to
file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or either of them or their or
his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Robert
F. Greenhill
Robert F. Greenhill
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Chairman and Director
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November 5, 2008
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/s/ Scott
L. Bok
Scott
L. Bok
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Co-Chief Executive Officer and Director
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November 5, 2008
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/s/ Simon
A. Borrows
Simon
A. Borrows
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Co-Chief Executive Officer and Director
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November 5, 2008
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/s/ Richard
J. Lieb
Richard
J. Lieb
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Chief Financial Officer
(Principal Financial Officer)
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November 5, 2008
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/s/ Harold
J. Rodriguez, Jr.
Harold
J. Rodriguez, Jr.
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Chief Administrative Officer,
Managing Director-Finance, Regulation & Operations
(Principal Accounting Officer)
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November 5, 2008
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/s/ John
C. Danforth
John
C. Danforth
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Director
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November 5, 2008
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II-5
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Signature
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Title
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Date
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/s/ Steven
F. Goldstone
Steven
F. Goldstone
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Director
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November 5, 2008
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/s/ Stephen
L. Key
Stephen
L. Key
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Director
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November 5, 2008
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/s/ Isabel
V. Sawhill
Isabel
V. Sawhill
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Director
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November 5, 2008
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II-6
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Exhibit No.
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Document
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1
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.1
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Form of Underwriting Agreement*
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4
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.1
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Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrants registration statement
on
Form S-1/A
(No. 333-113526)
filed on April 30, 2004)
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5
|
.1
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Opinion of Davis Polk & Wardwell
|
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23
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.1
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Consent of Ernst & Young LLP
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23
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.2
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Consent of Davis Polk & Wardwell (included in
Exhibit 5.1)
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23
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.3
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Consent of Thomson Financial
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24
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.1
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Power of Attorney (included on the signature page of the
Registration Statement)
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* |
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To be filed as an exhibit to a Current Report on Form 8-K which
will be incorporated by reference herein. |
II-7