-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMPfEfdrPhi9VSkiMYHxBx2XqjAT4OP2/zTbjGsbzf8zOCK+6Vx4WXT02Vi4oUTM nasUJKYbkJVyaJwRLaPODQ== 0000950103-07-000382.txt : 20070214 0000950103-07-000382.hdr.sgml : 20070214 20070214104432 ACCESSION NUMBER: 0000950103-07-000382 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: GCP 2000, LLC GROUP MEMBERS: GCP MANAGING PARTNER, L.P. GROUP MEMBERS: GCP, L.P. GROUP MEMBERS: GREENHILL CAPITAL PARTNERS (CAYMAN), L.P. GROUP MEMBERS: GREENHILL CAPITAL PARTNERS (EXECUTIVES), L.P. GROUP MEMBERS: GREENHILL CAPITAL PARTNERS, L.P. GROUP MEMBERS: GREENHILL CAPITAL PARTNERS, LLC GROUP MEMBERS: GREENHILL CAPITAL, L.P. GROUP MEMBERS: ROBERT F. GREENHILL GROUP MEMBERS: ROBERT H. NIEHAUS GROUP MEMBERS: SCOTT L. BOK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Republic Companies Group, Inc. CENTRAL INDEX KEY: 0001320092 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 300175923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81371 FILM NUMBER: 07614646 BUSINESS ADDRESS: STREET 1: 5525 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240-6241 BUSINESS PHONE: 972-788-6001 MAIL ADDRESS: STREET 1: 5525 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240-6241 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENHILL & CO INC CENTRAL INDEX KEY: 0001282977 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 510500737 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dp04718_sc13da.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)

REPUBLIC COMPANIES GROUP, INC.
(Name of Issuer)
 
Common Stock, $0.01 Par Value
(Title of Class of Securities)
 
760349100
(CUSIP Number)
 

Ulrika Ekman
Greenhill & Co., Inc.
300 Park Avenue
New York, NY 10022
(212) 389-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 7, 2006
(Date of Event Which Requires Filing of this Statement)
 
     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
 
     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 760349100 13D Page 2 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

CO




CUSIP No. 760349100 13D Page 3 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

OO




CUSIP No. 760349100 13D Page 4 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GCP Managing Partner, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 5 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GCP 2000, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

OO




CUSIP No. 760349100 13D Page 6 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GCP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 7 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 8 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill Capital Partners (Cayman), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 9 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill Capital Partners (Executives), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 10 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Greenhill Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

PN




CUSIP No. 760349100 13D Page 11 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert F. Greenhill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

IN




CUSIP No. 760349100 13D Page 12 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Scott L. Bok
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0% (See Item 5)
14 TYPE OF REPORTING PERSON

IN




CUSIP No. 760349100 13D Page 13 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert H. Niehaus
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS

Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
14 TYPE OF REPORTING PERSON

IN




     This Amendment No. 1 amends the statement on Schedule 13D, dated August 4, 2006 (the “Schedule 13D”) in respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Republic Companies Group, Inc., a Delaware corporation (the “Company”).

     The Schedule 13D is hereby amended as follows:

Item 5.  

Interest in Securities of the Issuer.

     The information contained in Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and reinstated in their entirety as follows:

(a)-(b) Each of the Reporting Persons beneficially owns no shares of Common Stock by virtue of the consummation of the Merger on December 7, 2006.

(c)      Except as described in Item 6 hereto, none of the Reporting Persons and, to the best of each Reporting Persons’ knowledge, none of the executive officers, directors or controlling persons of Greenhill & Co., Inc., Greenhill Capital Partners, LLC or GCP 2000 listed on Annex A has effected a transaction in shares of Common Stock during the past 60 days.

(e)      As of the effective time of the Merger on December 7, 2006, the Reporting Persons ceased to be beneficial owners of more than five (5) percent of the Common Stock.

Item 6.   Contracts, Arrangements, Understandings, or Relationships with
    Respect to Securities of the Issuer

     Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereto:

     On December 7, 2006, Merger Sub merged with and into the Company. As a result of the Merger, all shares of Common Stock (other than those shares owned by holders of Common Stock who properly perfected their appraisal rights under the Delaware General Corporation Law) were converted into the right to receive cash, without interest, in accordance with the Merger Agreement.

Item 7.  

Material to Be Filed as Exhibits

    
         
Exhibit   Name    
         
1   Joint Filing Agreement, dated as of February 14, 2007 by   Filed herewith
    and among the Reporting Persons    

Page 14 of 14 Pages



SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2007
     
GREENHILL & CO., INC.
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: U.S. Co-President

GREENHILL CAPITAL PARTNERS, LLC
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Director

GCP MANAGING PARTNER, L.P.
By: Greenhill Capital Partners, LLC, its general partner
   
  /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Member

GCP 2000, LLC
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Director


GCP, L.P.
By: GCP 2000, LLC, its general partner
   
  /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Member





GREENHILL CAPITAL PARTNERS, L.P.
GREENHILL CAPITAL PARTNERS (CAYMAN), L.P.
GREENHILL CAPITAL PARTNERS (EXECUTIVES), L.P.
GREENHILL CAPITAL, L.P.
By:   GCP Managing Partner, L.P., as managing general partner
    of each of the foregoing partnerships
  By: Greenhill Capital Partners, LLC, its general partner
             
    By:       /s/ Scott L. Bok
        Name:   Scott L. Bok
        Title:   Managing Director

ROBERT F. GREENHILL
/s/ Robert F. Greenhill
 
SCOTT L. BOK
/s/ Scott L. Bok
 
ROBERT H. NIEHAUS
/s/ Robert H. Niehaus




EX-99.1 2 dp04718_ex1.htm

Exhibit 1

JOINT FILING AGREEMENT

     JOINT FILING AGREEMENT, dated as of the 14th day of February, 2007 among (i) Greenhill & Co., Inc., (ii) Greenhill Capital Partners, LLC, (iii) GCP Managing Partner, L.P., (iv) GCP 2000, LLC, (v) GCP, L.P., (vi) Greenhill Capital Partners, L.P., (vii) Greenhill Capital Partners (Cayman), L.P., (viii) Greenhill Capital Partners (Executives), L.P., (ix) Greenhill Capital, L.P., (x) Robert F. Greenhill, (xi) Scott L. Bok and (xii) Robert H. Niehaus (collectively, the “Joint Filers”).

     WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

     1.      The Amendment No. 1 to Schedule 13D with respect to the Common Stock, par value $ 0.01 per share, of Republic Companies Group, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

     2.      Each of the Joint Filers is eligible to use Schedule 13D for the filing of information therein.

     3.      Each of the Joint Filers is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

     4.      This Joint Filing Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.

GREENHILL & CO., INC.
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: U.S. Co-President

GREENHILL CAPITAL PARTNERS, LLC
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Director

GCP MANAGING PARTNER, L.P.
By: Greenhill Capital Partners, LLC, its general partner
   
  /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Member

GCP 2000, LLC
     
By: /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Director

GCP, L.P.
By: GCP 2000, LLC, its general partner
   
  /s/ Scott L. Bok
 
  Name: Scott L. Bok
  Title: Managing Member




GREENHILL CAPITAL PARTNERS, L.P.
GREENHILL CAPITAL PARTNERS (CAYMAN), L.P.
GREENHILL CAPITAL PARTNERS (EXECUTIVES), L.P.
GREENHILL CAPITAL, L.P.
By:   GCP Managing Partner, L.P., as managing general partner
    of each of the foregoing partnerships
  By: Greenhill Capital Partners, LLC, its general partner
             
    By:       /s/ Scott L. Bok
        Name:   Scott L. Bok
        Title:   Managing Director

ROBERT F. GREENHILL
/s/ Robert F. Greenhill
 
SCOTT L. BOK
/s/ Scott L. Bok
 
ROBERT H. NIEHAUS
/s/ Robert H. Niehaus




-----END PRIVACY-ENHANCED MESSAGE-----