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):
November 29, 2023
GREENHILL & CO., INC.
(Exact name of registrant as specified in charter)
Commission File Number: 001-32147
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Delaware
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51-0500737
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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1271 Avenue of the Americas
New York, New York
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10020
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(Address of principal executive offices)
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(ZIP Code)
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Registrant’s telephone number, including area code: (212) 389-1500
Former name or former address, if changed since last report: NOT APPLICABLE
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))
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Securities registered pursuant to Section 12(b) of the Act
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.01 per share
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GHL
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of
the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On November 29, 2023, Greenhill & Co., Inc., a Delaware corporation (“Greenhill”) announced that Greenhill and Mizuho Americas, LLC, a Delaware limited liability
company (“Mizuho Americas”) have received all regulatory approvals required to complete the transactions contemplated by the Agreement and Plan of Merger, dated as of May 22, 2023, by and among Greenhill, Mizuho Americas, and Blanc Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Mizuho Americas (the “Merger Agreement”).
The closing of the transactions contemplated by the Merger Agreement is expected to occur on November 30, 2023 following the close of trading, subject to the
satisfaction of customary closing conditions set forth in the Merger Agreement.
* * *
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Words or phrases such as “believe,” “estimate,” “expect,” “anticipate,” “plan,”
“trend,” “objective,” “continue,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may,” or similar expressions, or the negatives of those words or phrases, may identify forward-looking
statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance,
or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the proposed acquisition (the “Proposed Transaction”) of Greenhill by Mizuho
Americas, including future financial and operating results, Greenhill’s or Mizuho Americas’ plans, objectives, expectations and intentions, the expected timing of completion of the Proposed Transaction and other statements that are not historical
facts.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to
factors previously disclosed in Greenhill’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or
historical performance: the occurrence of any event, change, or other circumstance that could give rise to the right of Greenhill or Mizuho Americas to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted
against Greenhill or Mizuho Americas; the possibility that the Proposed Transaction does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; the risk that the benefits from the Proposed
Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic, political and market conditions, interest and exchange rates, laws and regulations
and their enforcement, and the degree of competition in the geographic and business areas in which Greenhill and Mizuho Americas operate; the ability to promptly and effectively integrate the businesses of Greenhill with those of Mizuho Americas;
the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Greenhill’s or Mizuho Americas’ clients,
employees or other business partners, including those resulting from the announcement or completion of the Proposed Transaction; the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related
matters; and the impact of the global COVID-19 pandemic on Greenhill’s or Mizuho Americas’ businesses, the ability to complete the Proposed Transaction or any of the other foregoing risks.
These factors are not necessarily all of the factors that could cause Greenhill’s or Mizuho Americas’ actual results, performance, or achievements to differ
materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Greenhill’s or Mizuho Americas’ results.
All forward-looking statements attributable to Greenhill, or persons acting on Greenhill’s behalf, are expressly qualified in their entirety by the cautionary
statements set forth above. Forward-looking statements speak only as of the date they are made and Greenhill does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or
future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If Greenhill updates one or more forward-looking statements, no inference should be drawn
that Greenhill will make additional updates with respect to those or other forward-looking statements. Further information regarding Greenhill and factors which could affect the forward-looking statements contained herein can be found in
Greenhill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its other filings with the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GREENHILL & CO., INC.
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By:
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Name:
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Mark R. Lasky
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Title:
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Chief Financial Officer
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Date: November 29, 2023