UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) of THE~~

~~SECURITIES~~Pursuant ~~EXCHANGE~~to ~~ACT~~Section OF13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 227, 2023

~~GREENHILL~~Greenhill & COCo., ~~INC~~Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32147	51-0500737
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1271 Avenue of the Americas

New York, New York, 10020

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~(Zip Code)~~

(Zip Code)

(212) 389-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

~~Securities~~Check ~~registered~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Section~~simultaneously ~~12(b)~~satisfy the filing obligation of the ~~Act~~registrant under any of the following provisions:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	GHL	The New York Stock Exchange

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 (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(Sec.230.405~~Section ~~of this chapter~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (Sec.240.12b-2 of this chapter).~~:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		GHL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 18.01. Other Events.

~~Entry~~As previously announced, on May 22, 2023, Greenhill & Co., Inc., a Delaware corporation (“Greenhill”), entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with Mizuho Americas LLC, a ~~Material~~Delaware ~~Definitive~~limited liability company (“Mizuho Americas”), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Mizuho Americas (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Greenhill (the “Merger”), with Greenhill surviving as a wholly owned subsidiary of Mizuho Americas. The Merger Agreement was unanimously approved by the board of directors of Greenhill.

~~Agreement~~In ~~and~~connection ~~Plan~~with ofthe Merger, Greenhill filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement dated July 13, 2023 (the “proxy statement”), which Greenhill first mailed to its stockholders on or about July 14, 2023.

~~Overview~~Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K (this “Current Report”), five complaints (the “Complaints”) were filed by purported stockholders of Greenhill, captioned O’Neill v. Greenhill & Co, Inc. et al., No. 1:23-cv-00807 (D. Del.); Levy v. Bok et al., No. 611692/2023 (N.Y. Sup. Ct. Nassau Cnty.); Lambert v. Bok et al., No. 653497/2023 (N.Y. Sup. Ct. New York Cnty.); Finger v. Greenhill & Co, Inc., et al., No. 653570/2023 (N.Y. Sup. Ct. New York Cnty.); and O’Dell v. Greenhill & Co., Inc., et al., No. 1:23-cv-06020 (S.D.N.Y.). In addition, Greenhill received demand letters from counsel representing purported individual stockholders of Greenhill (together with the Complaints, the “Matters”). The Matters allege, among other things, that the defendants caused a materially incomplete and misleading proxy statement relating to the Merger to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and/or in breach of their obligations under state law.

OnGreenhill ~~May~~believes ~~22,~~the ~~2023,~~claims ~~Greenhill~~asserted &in ~~Co.,~~the ~~Inc~~Matters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, ain order ~~Delaware~~to ~~corporation~~avoid (the ~~“Company”),~~risk ~~entered~~that ~~into~~the anMatters ~~Agreement~~delay ~~and~~or ~~Plan~~otherwise ofadversely ~~Merger~~affect (the “Merger ~~Agreement”)~~, ~~with~~and ~~Mizuho~~to ~~Americas~~minimize ~~LLC~~the costs, arisks ~~Delaware~~and ~~limited~~uncertainties ~~liability~~inherent ~~company~~in ~~(“Purchaser”)~~litigation, and ~~Blanc~~without ~~Merger~~admitting ~~Sub,~~any ~~Inc.~~liability or wrongdoing, aGreenhill ~~Delaware~~has ~~corporation~~agreed ~~and~~to asupplement the ~~wholly~~proxy ~~owned~~statement ~~subsidiary~~as ofdescribed ~~Purchaser~~in ~~(“Sub”)~~this Current Report. ~~Upon~~ Greenhill and the ~~terms~~other ~~and~~named ~~subject~~defendants deny that they have violated any laws or breached any duties to ~~the~~Greenhill’s ~~conditions~~stockholders ~~set~~(or ~~forth~~aided and abetted any such breach). Nothing in this Current Report shall be deemed an admission of the ~~Merger~~legal ~~Agreement,~~necessity ~~Sub~~or ~~will~~materiality ~~merge~~under ~~with~~applicable ~~and~~laws ~~into~~of any of the ~~Company~~disclosures (set forth herein. To the ~~“Merger”)~~contrary, ~~with~~Greenhill ~~the~~specifically ~~Company~~denies ~~surviving as~~all aallegations ~~wholly~~in ~~owned~~the ~~subsidiary~~Matters ofthat ~~Purchaser~~any ~~(the~~additional ~~“Surviving~~disclosure was ~~Corporation”)~~or is required.

~~Merger~~The ~~Consideration~~additional disclosures in this Current Report supplement the disclosures contained in the proxy statement and should be read in conjunction with the proxy statement, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the proxy statement, the information contained herein supersedes the information contained in the proxy statement. All page references are to pages in the proxy statement, and defined terms used but not defined herein have the meanings set forth in the proxy statement. New text within restated language from the proxy statement is indicated in bold, while underlined text and removed language within restated language from the proxy statement is indicated in strikethrough text.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (except for shares held by the Company as treasury stock, by any of the Company’s subsidiaries, by Purchaser or any of Purchaser’s subsidiaries (including Sub), or by any holder who is entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, will be treated as described in the Merger Agreement), will be automatically converted into the right to receive $15.00 in cash (the “Merger Consideration”) and (ii) each share of common stock of Sub, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation, par value $0.001 per share.2

~~Treatment~~1. The third and fourth paragraphs on page 32 of ~~Company~~the ~~Awards~~proxy statement under the section entitled “The Merger—Background of the Merger” are amended and restated as follows:

AtOn ~~the~~May ~~Effective~~2, ~~Time~~2023, ~~(i)~~the ~~each~~Board ~~outstanding~~of ~~restricted~~Directors ~~stock~~held ~~unit~~a ~~award~~regularly ~~will~~scheduled bemeeting. ~~converted~~At ~~into~~the meeting, Mr. Bok provided an ~~unvested~~update ~~Purchaser~~to ~~cash-based~~the ~~award~~Board of Directors on his discussions with ~~respect~~Mr. toRizzieri, annoting ~~amount~~that Mizuho had expressed a strong interest in ~~cash~~a ~~equal~~business tocombination ~~the~~transaction ~~product~~with ~~obtained~~Greenhill byand ~~multiplying~~that (Mr. Bok had proposed a~~) the~~ ~~Merger~~price ~~Consideration~~of by$17.00 ~~(b)~~per share in cash. Mr. Bok informed the ~~number~~Board of ~~shares~~Directors ofthat ~~Company~~he did ~~Common~~not ~~Stock~~expect ~~covered~~Mizuho byto ~~such~~agree ~~award,~~to ~~which~~the ~~will~~$17.00 ~~otherwise~~price but that he believed that he would be ~~subject~~able to ~~the~~negotiate ~~same~~a ~~terms~~price ~~and~~with ~~conditions~~Mizuho ~~applicable~~that represented a very significant premium to ~~such~~Greenhill’s ~~award~~current astrading ofprice ~~immediately~~and ~~prior~~that would provide substantial value for Greenhill’s stockholders. Mr. Bok also discussed the compelling strategic rationale for a transaction and noted that Mizuho had expressed its desire to retain the ~~Effective~~Greenhill ~~Time~~brand, ~~(ii)~~leadership ~~each outstanding~~and ~~performance~~investment ~~stock~~banking ~~unit~~teams, ~~award~~including ~~will~~Mr. ~~become~~Bok, ~~fully~~and ~~vested~~following discussion, the Board of Directors expressed its belief that Mr. Bok remained the best negotiator on behalf of Greenhill with respect to a potential transaction with Mizuho given his roles as Chief Executive Officer of Greenhill and Chairman of the ~~number~~Board of ~~shares~~Directors of ~~Company~~Greenhill, ~~Common~~his ~~Stock~~extensive ~~covered~~knowledge byof ~~such~~Greenhill’s ~~award~~business, ~~based~~his onexperience ~~target~~as ~~level~~an investment banker, his understanding of ~~performance~~the investment banking industry, and ~~will~~his beeffectiveness ~~converted~~as ~~into~~a negotiator. The Board of Directors discussed the ~~right~~potential tobenefits ~~receive~~and anrisks ~~amount~~of inpursuing a strategic business combination with Mizuho. The Board of Directors also discussed that while ~~cash~~ certain ~~equal~~other toparties had in the ~~product~~past ~~obtained~~expressed byinformal ~~multiplying~~interest (in a) ~~the~~potential ~~Merger~~strategic ~~Consideration~~transaction byinvolving ~~(b)~~Greenhill, such ~~number~~inquiries ofhad ~~shares~~not ~~and~~led ~~(iii)~~to ~~each~~any ~~outstanding~~actionable ~~deferred~~proposals ~~cash~~for ~~award~~a ~~will~~strategic betransaction ~~converted~~and ~~into~~discussed anthe ~~unvested~~risk ~~Purchaser~~both ~~cash-based~~to ~~award~~Greenhill’s business and the discussions with ~~respect~~Mizuho tothat ancould ~~equivalent amount~~result infrom ~~cash~~a ~~that~~leak ~~has~~or ~~not~~market ~~yet~~rumors ~~been~~if ~~paid~~Greenhill ~~with~~were ~~respect~~to conduct outreach to ~~such~~other ~~award~~parties asat this time. The Board of ~~immediately~~Directors ~~prior~~determined that it was advisable for Greenhill and its representatives to ~~the~~continue ~~Effective~~its ~~Time~~discussions with Mizuho to determine whether Greenhill and its representatives, ~~which~~led ~~will~~by ~~otherwise~~Mr. beBok, could negotiate ~~subject~~a totransaction ~~the~~with ~~same~~a ~~terms~~price and ~~conditions~~other ~~applicable~~terms tothat ~~such~~would ~~award~~be asin the best interest of ~~immediately~~Greenhill ~~prior~~stockholders. toGreenhill ~~the~~had ~~Effective~~not entered into nondisclosure agreements with any ~~Time~~ such third parties referred to above containing “don’t ask don’t waive” standstill provisions.

~~Closing~~At ~~Conditions~~the direction of the Board of Directors, over the next few days, representatives of Greenhill discussed and negotiated the key terms of a potential strategic transaction with representatives of Mizuho, which were to be reflected in a non-binding term sheet, and Greenhill provided limited due diligence to Mizuho. Mr. Bok kept the Board of Directors apprised of significant developments in Greenhill’s negotiations with Mizuho during this period. As part of these discussions, on May 4, 2023, Mr. Bok and Mr. Rizzieri had a series of negotiations regarding the proposed price per share of a potential all-cash transaction between Greenhill and Mizuho. Following Mr. Rizzieri’s initial proposal of a $13.00 per share transaction price, Mr. Bok countered with a price of $15.50 and the pricing negotiations became focused on a price between $14.50 and $15.50 before narrowing to a range of $14.50 and $15.00. Later that evening after their last pricing discussion, Mr. Rizzieri communicated to Mr. Bok that Mizuho would be willing to acquire Greenhill for a price of $15.00 per common share, which reflected a 120.9% premium to Greenhill’s closing stock price of $6.79 on May 4, 2023, and that this represented the highest value that Mizuho was willing to offer.

2. The ~~obligation~~last ofsentence ~~the~~on ~~parties~~page to32 ~~consummate the Merger is subject to customary conditions, including~~ (i)which ~~the~~continues ~~adoption~~on ofpage ~~the Merger Agreement by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Stockholder Approval”~~33), ~~(ii) the expiration or early termination~~ of the ~~applicable~~proxy ~~waiting~~statement ~~period~~ under the ~~Hart-Scott-Rodino~~section ~~Antitrust~~entitled Improvements Act of 1976, as amended, (iii) the receipt of all specified governmental consents and approvals, and the termination or expiration of all applicable waiting periods in respect thereof (the “~~Required~~The ~~Regulatory~~Merger—Background ~~Approvals”), (iv) the absence~~ of ~~any law, injunction, order or other judgment, in any of~~ the ~~jurisdictions where there are Required Regulatory Approvals, that enjoins, prevents, prohibits or otherwise makes illegal the consummation of the~~ Merger ~~(a “Restraint~~”), ~~(v)~~is ~~performance~~amended ~~by the Company~~ and ~~Purchaser~~restated in all material respects of their respective obligations under the Merger Agreement and (vi) subject in most cases to exceptions that do not rise to the level of a Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement), as applicable, the accuracy of representations and warranties made by the Company and Purchaser, respectively. The obligation of Purchaser to consummate the Merger is also subject to there not having occurred since the date of the Merger Agreement a Material Adverse Effect that is continuing.follows:

~~The~~Mr. ~~receipt~~Rizzieri agreed that Mizuho would not require any other employees to enter into agreements prior to signing a definitive transaction agreement because of ~~financing~~the bysignificant ~~Purchaser~~retentive isvalue ~~not~~of the Greenhill restricted stock units that would be converted into cash at the deal price and continue to time vest following the closing, Mizuho’s confidence that the combined Mizuho/Greenhill platform should provide enhanced opportunities for revenue generation and related higher compensation for all key employees as well as the increased risk of a ~~condition~~leak associated with the delay in signing a merger agreement that would result from negotiating agreements with individual employees (and as a result, prior to ~~Purchaser~~entering into the Merger Agreement, representatives of Mizuho and Greenhill did not negotiate the terms of any new individualized compensation arrangements between members of Greenhill’s ~~obligation~~senior management team and Greenhill or Mizuho (and, as of the date of this proxy statement, no such new individualized compensation arrangements have been executed) other than the offer letter for Mr. Bok’s employment and the terms of a potential letter agreement that Greenhill is permitted to ~~complete~~enter into with Mr. Rodriguez (each as described further below under the section of this proxy statement entitled “—Interests of Greenhill’s Executive Officers and Directors in the Merger”)).

~~Representations and Warranties; Covenants~~3

~~The Merger Agreement contains customary representations and warranties from both the Company and Purchaser with respect to each party and its businesses~~3. The ~~Merger~~first ~~Agreement~~bullet ~~also~~on ~~contains~~page ~~customary~~41 ~~covenants, including covenants by the Company, subject to certain exceptions, during the interim period between the execution~~ of the ~~Merger~~proxy ~~Agreement~~statement ~~and~~under the ~~consummation~~section ofentitled ~~the~~“The Merger,—Opinion ~~to use commercially reasonable efforts to carry on its business in all material respects in the ordinary course~~ of ~~business~~Houlihan ~~consistent~~Lokey ~~with past practice and~~Capital, toInc.—Financial ~~the~~Analyses” ~~extent~~is ~~consistent~~amended ~~therewith, keep available the services of its present officers~~ and ~~other~~restated ~~employees,~~as ~~and preserve substantially intact its relationships with business partners and others having material business dealings with it.~~follows:

~~Under~~• ~~the~~Adjusted ~~Merger~~EBITDA ~~Agreement~~— generally, ~~each of~~ the ~~Company~~amount ~~and~~of ~~Purchaser has agreed to use its respective reasonable best efforts to obtain~~ the ~~Required~~relevant ~~Regulatory~~company’s ~~Approvals~~earnings inbefore ~~order~~interest, totaxes, ~~consummate~~depreciation ~~the Merger~~ and ~~the~~amortization ~~other transactions~~for ~~contemplated~~a byspecified ~~the~~time ~~Merger~~period, ~~Agreement~~adjusted asfor ~~soon~~certain asnon-recurring ~~practicable~~items and ~~in any event no later than the Termination Date (as defined below),~~ including ancharges ~~obligation~~for tonon-cash ~~defend~~compensation ~~against any litigation challenging the Merger~~expense. ~~However, Purchaser is not obligated to agree to any structural or behavioral remedy required by any governmental authority.~~

~~Purchaser~~4. ~~has~~The ~~agreed,~~disclosure ifon ~~requested~~pages by41–42 ~~the~~of ~~Company, to refinance~~ the ~~Company’s~~proxy ~~existing~~statement ~~term~~under ~~loan facility on~~ the ~~terms~~section ~~and~~entitled ~~conditions~~“The ~~set forth in the~~ Merger—Opinion ~~Agreement~~of ifHoulihan ~~the~~Lokey ~~Merger~~Capital, ~~has~~Inc.—Selected ~~not~~Companies ~~closed~~Analysis” atis ~~least~~amended ~~one~~and ~~month prior~~restated toas ~~the maturity date of such term loan.~~follows:

~~Subject~~Selected toCompanies ~~certain~~Analysis. Houlihan ~~exceptions,~~Lokey ~~the~~reviewed ~~Company~~certain ~~has~~financial ~~agreed~~data ~~not~~for toselected ~~solicit~~companies ~~alternative takeover proposals, engage in discussions~~ with ~~third~~publicly ~~parties~~traded ~~regarding~~equity ~~alternative~~securities ~~takeover~~that ~~proposals~~Houlihan orLokey ~~change~~deemed ~~its recommendation to its stockholders in favor of the Merger~~relevant.

InThe ~~the~~financial ~~event~~data ~~the~~reviewed Company receives an unsolicited takeover proposal from a third party prior to obtaining the Stockholder Approval that (i) did not result from a material breach by the Company of its non-solicitation covenants and (ii) the Company’s Board of Directors determines in good faith is bona fide and constitutes, or would reasonably be expected to result in, a Superior Proposal (as defined in the Merger Agreement), the Company may provide information to, and engage in discussions and negotiations with, the person making the takeover proposal.included:

~~Prior~~• Enterprise tovalue ~~obtaining~~as ~~the Stockholder Approval, the Board of Directors of the Company has the right, in connection with (i) the receipt of~~ a ~~Superior~~multiple ~~Proposal that did not result from a material breach by the Company~~ of ~~its~~ non-solicitation covenants or (ii) an Intervening Event (as defined in the Merger Agreement), to change its recommendation in favor of the Merger or, in the case of a Superior Proposal, to terminate the Merger Agreement, in each case, subjectaverage to Adjusted ~~complying~~EBITDA ~~with~~for ~~notice~~fiscal ~~requirements~~years ~~and~~2020 ~~other~~through ~~specified~~2022 ~~conditions~~ (~~including~~which ~~giving~~we ~~Purchaser~~refer ~~the opportunity~~ to ~~propose~~as ~~changes~~“FY to2020-FY ~~the~~2022 ~~Merger~~Avg. ~~Agreement~~Adjusted ~~in response to such Superior Proposal or Intervening Event, as applicable~~EBITDA”),; ~~if the Board of Directors of the Company determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.~~and

~~Termination;~~• Enterprise ~~Termination~~value ~~Fees~~as a multiple of estimated Adjusted EBITDA for fiscal year 2024 (which we refer to as “FY 2024E Adjusted EBITDA”).

The ~~Merger~~selected ~~Agreement~~companies ~~may be terminated by the Company~~ and ~~Purchaser~~correspondingresulting ~~by mutual agreement. In addition~~low, ~~either party may terminate the Merger Agreement if~~high, ~~among~~median other things, (i) the Merger has not been consummated on or before May 22, 2024, subject to one three-month automatic extension to August 22, 2024 if any of the Required Regulatory Approval (or a Restraint) remains outstanding and ~~all~~mean ~~other~~financial ~~conditions~~data toincluded ~~closing are satisfied (or in~~ the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at the extension date (the “Termination Date”), unless the terminating party’s breach has been a principal cause of or resulted in the failure to complete the Merger by that date, (ii) any Restraint permanently prohibits the Merger and has become final and nonappealable, unless the terminating party’s breach has been a principal cause of or resulted in the Restraint, (iii) the Stockholder Approval has not been obtained at a duly convened meeting of the Company’s stockholders held to consider the adoption of the Merger Agreement at which a vote on the Merger Agreement is taken or (iv) the other party is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition, provided the terminating party is not itself in material breach, and such breach cannot be cured or has not been cured within 30 days after notice to the other party of such breach. In addition, prior to receipt of the Stockholder Approval, each party has additional termination rights specified in the Merger Agreement, including the right for the Company to terminate the Merger Agreement to enter into an alternative acquisition agreement providing for a Superior Proposal.following:

~~The~~• ~~Merger~~Evercore ~~Agreement provides for the payment of a termination fee upon termination of the Merger Agreement under certain specified circumstances~~Inc. The Company will be obligated to pay Purchaser a termination fee of $15,380,000 if (i) the Company terminates the Merger Agreement to enter into an alternative acquisition agreement providing for a Superior Proposal, (ii) Purchaser terminates the Merger Agreement in the event that the Company’s Board of Directors changes its recommendation to its stockholders in favor of the Merger or (iii) the Merger Agreement is terminated in certain circumstances following the receipt of a competing takeover proposal and prior to receipt of the Stockholder Approval, and within 12 months of termination the Company enters into a definitive agreement to consummate (or consummates) the transactions proposed by any takeover proposal. Purchaser will be obligated to pay the Company a termination fee of $38,500,000 if (i) the Merger Agreement is terminated by the Company or Purchaser upon the occurrence of the Termination Date, and at the time of termination the conditions to closing (other than those relating to the receipt of U.S. antitrust clearance, receipt of Required Regulatory Approvals and the absence of any Restraint) in favor of Purchaser have been satisfied or waived (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date), so long as the Company’s willful breach has not been the primary cause of the failure to obtain U.S. antitrust clearance or the Required Regulatory Approvals or the reason for the Restraint, (ii) the Merger Agreement is terminated because any Restraint has become final and non-appealable and the Company’s breach has not been a principal cause of or resulted in the Restraint or (iii) if the Merger Agreement is terminated by the Company as a result of a material breach by Purchaser or Sub of their regulatory efforts covenants.

~~Important~~• ~~Statement~~Houlihan ~~Regarding~~Lokey, ~~the Merger Agreement~~Inc.

~~The~~• ~~foregoing~~Lazard description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2Ltd.~~1 and is incorporated herein by reference.~~

A• ~~copy~~Moelis of& ~~the Merger Agreement has been included to provide the~~ Company’s stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about the Company or Purchaser. The representations, warranties and covenants contained in the Merger Agreement (i) have been made solely for the purposes of the Merger Agreement and as of specific dates, (ii) were made solely for the benefit of the parties to the Merger Agreement, (iii) are not intended as statements of fact to be relied upon by the Company’s stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate, (iv) have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself, (v) may no longer be true as of a given date and (vi) may apply standards of materiality in a way that is different from what may be viewed as material by the Company’s stockholders or other security holders. The Company’s stockholders and other security holders are not third-party beneficiaries under the Merger Agreement (except, following the Effective Time, with respect to the right of the Company’s stockholders to receive the Merger Consideration in accordance with the terms of the Merger Agreement, and the right of holders of awards of restricted stock units or deferred cash awards to receive the consideration provided for such awards pursuant to the Merger Agreement) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Purchaser or Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, Purchaser, the Company, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the filings that the Company makes with the Securities and Exchange Commission (the “SEC”).

~~Voting~~• ~~Agreement~~Perella Weinberg Partners

~~Concurrently~~• ~~with~~PJT ~~the~~Partners ~~execution and delivery of the Merger Agreement, Scott L~~Inc. Bok, the Chairman and Chief Executive Officer of the Company, and certain of his affiliated persons (the “Specified Stockholders”) entered into a Voting Agreement with Purchaser and Sub (the “Voting Agreement”). Pursuant to the Voting Agreement, the Specified Stockholders have agreed to vote all shares of Company Common Stock owned by them in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and against certain actions that would reasonably be expected to prevent, delay or impede the consummation of the Merger. The Voting Agreement includes customary transfer restrictions, subject to certain exceptions. The Voting Agreement terminates upon the earlier to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the date on which any amendment to the Merger Agreement is executed, or any waiver of the Company’s rights under the Merger Agreement is granted, in each case, without the Specified Stockholders’ prior written consent, that (a) diminishes (in any amount) the Merger Consideration to be received by the stockholders of the Company, (b) changes the form of Merger Consideration payable to the stockholders of the Company or (c) modifies the Termination Date or imposes any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Merger by the Termination Date.

The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference. The Voting Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Purchaser or the Specified Stockholders. Moreover, the representations and warranties in the Voting Agreement were used for the purposes of allocating risk Purchaser and the Specified Stockholders rather than establishing matters of fact. Accordingly, the representations and warranties in the Voting Agreement should not be relied on as characterization of the actual state of facts about Purchaser or any of the Specified Stockholders.

	Enterprise Value / Adjusted EBITDA
	FY 2020-FY 2022 Avg.			FY 2024E
Evercore Inc.		5.4	x		5.9	x
Houlihan Lokey, Inc.		10.3	x		9.6	x
Lazard Ltd.		6.4	x		7.5	x
Moelis & Company		7.6	x		9.3	x
Perella Weinberg Partners	NMF				N/A
PJT Partners Inc.		11.9	x		11.1	x
Low		5.4	x		5.9	x
High		11.9	x		11.1	x
Median		7.6	x		9.3	x
Mean		8.3	x		8.7	x

~~Item~~“NMF” 9refers to not meaningful figure.01

~~Financial~~“N/A” ~~Statements~~refers ~~and~~to ~~Exhibits~~not available.

~~(d) Exhibits~~4

Exhibit Number	Description
2.1*	Agreement and Plan of Merger, dated as of May 22, 2023, by and among Mizuho Americas LLC, Blanc Merger Sub, Inc. and Greenhill & Co., Inc.
99.1	Voting Agreement, dated as of May 22, 2023, by and among Mizuho Americas LLC, Blanc Merger Sub, Inc. and each of the persons listed on the signature pages thereto.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

Taking into account the results of the selected companies analysis and its experience and professional judgment, Houlihan Lokey applied selected multiple ranges of 8.0x to 10.0x FY 2020-FY 2022 Avg. Adjusted EBITDA and 6.0x to 8.0x FY 2024E Adjusted EBITDA to corresponding financial data for Greenhill. The selected companies analysis indicated implied value reference ranges per share of Greenhill common stock of $9.32 to $13.66 based on FY 2020-FY 2022 Avg. Adjusted EBITDA and $8.64 to $14.21 based on FY 2024E Adjusted EBITDA, in each case as compared to the Merger Consideration of $15.00 per share of Greenhill common stock.

* Schedules omitted pursuant to Item 601(a)(5~~) of Regulation S-K~~. The ~~Company~~second ~~agrees~~full toparagraph ~~furnish~~on ~~supplementally~~page a42 ~~copy~~ of ~~any omitted schedule to~~ the ~~SEC~~proxy ~~upon~~statement ~~request;~~under ~~provided, however, that~~ the ~~Company~~section ~~may~~entitled ~~request~~“The ~~confidential~~Merger—Opinion ~~treatment pursuant to Rule 24b-2~~ of ~~the~~Houlihan ~~Securities~~Lokey ~~Exchange Act of 1934~~Capital, asInc.—Discounted ~~amended,~~Cash ~~for~~Flow ~~any~~Analysis” ~~schedules~~is oramended ~~exhibits~~and sorestated ~~furnished.~~as follows:

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Greenhill by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of Greenhill based on the Management Projections. Taking into account its experience and professional judgment, Houlihan Lokey calculated terminal values for Greenhill by applying a range of perpetuity growth rates of 2.0% to 3.0% to Greenhill’s normalized estimated 2027 unlevered free cash flows. The net present values of Greenhill’s projected future cash flows and implied terminal values were then calculated using discount rates ranging from 12.0% to 15.0%, taking into account Houlihan Lokey’s experience and professional judgment and an estimate of Greenhill’s weighted-average cost of capital. The discounted cash flow analysis indicated an implied value reference range per share of Greenhill common stock of $9.31 to $15.38, as compared to the Merger Consideration of $15.00 per share of Greenhill common stock.

6.	The third full paragraph on page 42 of the proxy statement under the section entitled “The Merger—Opinion of Houlihan Lokey Capital, Inc.—Other Matters” is amended and restated as follows:

Houlihan Lokey was engaged by Greenhill to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction. Greenhill engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings and financial restructurings. Pursuant to its engagement by Greenhill, Houlihan Lokey became entitled to a transaction fee of $5 million, of which $1 million became payable to Houlihan Lokey upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the Merger. Greenhill has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement. Based on a review of its internal information management systems, Houlihan Lokey did not identify any engagements by Greenhill for which Houlihan Lokey received fees for providing investment banking or financial advisory services during the two years immediately prior to the date of its opinion.

7.	The disclosure on page 44 of the proxy statement under the section entitled “The Merger—Certain Unaudited Prospective Financial Information—Management Projections” is amended and restated as follows:

Management Projections

The following table presents Revenue, Adjusted EBITDA and Adjusted EBIT projections Management Projections prepared by Greenhill management for the years ending December 31, 2023 through December 31, 20275 in advance of the execution of the Merger Agreement. The Revenue, Adjusted EBITDA and Adjusted EBIT projectionsManagement Projections, among other estimates, were made available to Mizuho Americas as part of its due diligence reviews and provided by Greenhill management to and used by Houlihan Lokey at the direction of Greenhill management in the financial analyses performed in connection with Houlihan Lokey’s opinion regarding the Merger Consideration under the Merger Agreement. In addition, the following table presents Unlevered Earnings and Unlevered Free Cash Flow projections, which were calculated by Houlihan Lokey from the Revenue, Adjusted EBITDA and Adjusted EBIT projections and assumed tax rates provided by Greenhill management to and used by Houlihan Lokey at the direction of Greenhill for purposes of the financial analyses performed in connection with Houlihan Lokey’s opinion regarding the Merger Consideration under the Merger Agreement:

Except as noted, Fiscal Year Ended December 31, ($ in millions)
	2023E (Full Year)⁽¹⁾		2023E (9 month period)⁽²⁾			2024	E		2025	E		2026	E		2027	E
Revenue	$	299.7	$	250.0	$	314.7		$	330.4		$	346.9		$	364.3
Adjusted EBITDA⁽¹⁾⁽³⁾	$	60.7	$	85.0	$	71.4		$	72.9		$	77.6		$	82.5
Adjusted EBIT⁽⁴⁾	$	56.4	$	82.0	$	67.1		$	68.6		$	73.3		$	78.3
Unlevered Earnings⁽⁵⁾			$	61.5	$	49.0		$	50.1		$	53.5		$	57.1
Unlevered Free Cash Flow⁽⁶⁾			$	91.5	$	43.8		$	44.6		$	48.9		$	52.6

(1) Applicable figures are for the twelve-month period ending December 31, 2023. Unlevered earnings and unlevered free cash flow were not calculated for this twelve-month period.

(2) Applicable figures are for the nine-month stub period ending December 31, 2023. These figures were used by Houlihan Lokey for purposes of the financial analyses performed in connection with Houlihan Lokey’s opinion regarding the Merger Consideration under the Merger Agreement.

(3) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for certain non-recurring items (free rent of $3,200,000 and $3,000,000 in 2023 and 2024, respectively), and includes charges for non-cash compensation expense.

(4) Adjusted EBIT is defined as earnings before interest and taxes, adjusted for certain non-recurring items (free rent of $3,200,000 and $3,000,000 in 2023 and 2024, respectively), and includes charges for non-cash compensation expense.

(5) Unlevered Earnings is defined as Adjusted EBIT less tax expense.

(6) Unlevered Free Cash Flow is defined as Unlevered Earnings, plus depreciation and amortization, less capital expenditures, and less change in net working capital.

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 ~~the Company~~ by ~~Purchaser~~Mizuho Americas, including future financial and operating results, ~~the Company~~Greenhill’s or ~~Purchaser~~Mizuho Americas’s 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 In addition to factors previously disclosed in ~~the Company~~Greenhill’s reports filed with the SEC and those identified elsewhere in this ~~communication~~Current Report, 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 ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas; the possibility that the Proposed Transaction does not close when expected or at all because required regulatory, stockholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas or the expected benefits of the Proposed Transaction); 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 ~~the~~Greenhill ~~Company~~ and ~~Purchaser~~Mizuho Americas operate; the ability to promptly and effectively integrate the businesses of ~~the~~Greenhill ~~Company~~ with those of ~~Purchaser~~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 ~~the Company~~Greenhill’s or Mizuho ~~Purchaser~~Americas’s 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 ~~the Company~~Greenhill’s or ~~Purchaser~~Mizuho Americas’s 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 ~~the Company~~Greenhill’s or ~~Purchaser~~Mizuho Americas’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including factors that may be unknown or unpredictable, ~~factors~~ also could harm ~~the Company~~Greenhill’s or ~~Purchaser~~Mizuho Americas’s results.

All forward-looking statements attributable to ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas, or persons acting on ~~the Company~~Greenhill’s or ~~Purchaser~~Mizuho Americas’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 ~~the~~Greenhill ~~Company~~ and ~~Purchaser~~Mizuho Americas do 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 ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas update one or more forward-looking statements, no inference should be drawn that ~~the~~Greenhill ~~Company~~ or ~~Purchaser~~Mizuho Americas will make additional updates with respect to those or other forward-looking statements. Further information regarding ~~the~~Greenhill ~~Company~~ and factors which could affect the forward-looking statements contained herein can be found in ~~the Company~~Greenhill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its other filings with the SEC. Further information regarding factors that could affect ~~Purchaser~~Mizuho Americas’s results is included in a number of publicly available documents published by ~~Purchaser~~Mizuho Americas. These include ~~Purchaser~~Mizuho Americas’s annual securities report, Integrated Report, and “Item 3.D. Key Information—-Risk Factors” in ~~Purchaser~~Mizuho Americas’s most recent Form 20-F filed with the SEC, which is available in the Financial Information section of ~~Purchaser~~Mizuho Americas’s web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov.

Additional Information and Where to Find It

In connection with the Proposed Transaction, ~~the~~Greenhill ~~Company~~filed ~~will file~~ with the SEC ~~and~~a ~~furnish~~definitive toproxy ~~the~~statement ~~Company~~on July 13, 2023, which was mailed to Greenhill’s stockholders aon ~~proxy~~or ~~statement~~about ~~and~~July ~~other~~14, ~~relevant documents~~2023. This communication does not constitute a solicitation of any vote or approval. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT ~~WHEN IT BECOMES AVAILABLE~~ AND ANY OTHER DOCUMENTS ~~TO BE~~ FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY ~~WILL~~ CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PURCHASER AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of ~~the Company~~Greenhill’s filings with the SEC from the investors relations section of ~~the Company~~Greenhill’s website at https://www.greenhill.com/en/investor/filings or by directing a request to: Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020, (212) 389-1800, investorrelations@greenhill.com.

Participants in the Solicitation

~~The Company~~Greenhill, its directors and certain of its officers and employees may be deemed to be participants in the solicitation of proxies from ~~the Company~~ Greenhill stockholders in connection with the Proposed Transaction. Information about the interests of the directors and executive officers of ~~the~~Greenhill ~~Company~~ and other persons who may be deemed to be participants in the solicitation of stockholders of ~~the Company~~ Greenhill in connection with the Proposed Transaction and a description of their direct and indirect interests, by security holdings or otherwise, ~~will~~are be included in the definitive proxy statement related to the Proposed Transaction, which ~~will~~was be filed with the SEC on July 13, 2023 and mailed to Greenhill’s stockholders on or about July 14, 2023. Additional information about ~~the Company~~Greenhill, the directors and executive officers of ~~the~~Greenhill ~~Company~~ and their ownership of ~~Company~~Greenhill ~~Common~~common ~~Stock~~stock is also set forth in the definitive proxy statement for ~~the Company~~Greenhill’s 2023 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on March 13, 2023, and other documents subsequently filed by ~~the~~Greenhill ~~Company~~ with the SEC. Free copies of these documents may be obtained as described above.

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.

GREENHILL & CO., INC. By: /s/ MARK R. LASKY Name: Mark R. Lasky Title: Chief Financial Officer

	GREENHILL & CO., INC.

	By:	/s/ Mark R. Lasky
	Name:	Mark R. Lasky
	Title:	Chief Financial Officer

Date: August 7, 2023

~~Dated: May 22, 2023~~9

Filing Compare · GREENHILL & CO INC