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):

~~August 31~~November 9, 2023

___________________________________________________________________________________

GREENHILL & CO., INC.

(Exact name of registrant as specified in its charter)

~~Commission File Number: 001-32147~~_____________________________________________________________________________________

Commission File Number: 001-32147

Delaware	~~51-0500737~~	51-0500737
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)		(I.R.S. EmployerIdentification No.)
1271 Avenue of the AmericasNew York, New York		10020(ZIP Code)
(Address of principal executive offices)

1271 Avenue of the Americas New York, New York		10020
(Address of principal executive offices)		(ZIP Code)

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:~~ _____________________________________________________________________________________

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:

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


			☐			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))

☐ 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))


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.01 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 ofunder the Securities Act (17 CFR 230.405) or Rule 12b-2 ofunder 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. ☐

Item 1 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition

AsOn ~~previously~~November ~~announced~~9, ~~on October 12~~2023, ~~2017,~~ Greenhill & Co., Inc., ~~a Delaware corporation~~ (“"Greenhill”" or the ~~“Company”~~"Firm"), ~~entered~~announced ~~into~~the afinancial ~~credit~~results ~~agreement,~~for ~~by and among~~ the ~~Company,~~third ~~the~~quarter ~~lenders~~ended ~~party~~September 30, ~~thereto~~2023 and ~~Goldman~~provided ~~Sachs~~an ~~Bank~~update ~~USA,~~on ~~as administrative agent, as amended by Amendment No. 1 to~~ the ~~Credit~~expected ~~Agreement,~~timing ~~dated as~~ of ~~April 12, 2019, and Amendment No. 2 to~~ the ~~Credit~~closing ~~Agreement,~~of ~~dated~~its asMerger ofwith ~~June~~Mizuho ~~30, 2023~~Americas (~~the~~each ~~“Existing~~defined ~~Credit Agreement”~~below).

~~Also~~Recent as previously disclosed, on May 22, 2023, the Company and Mizuho Financial Group, Inc. (“Mizuho”) announced the entry into a definitive agreement (the “Merger Agreement”) under which Mizuho will acquire Greenhill in an all-cash transaction at $15 per share plus the assumption of debt. Under the terms of the Merger Agreement, which was unanimously approved by the Company’s Board of Directors and was also approved by the stockholders of Greenhill on August 16, 2023, a wholly owned subsidiary of Mizuho Americas, LLC will merge with and into Greenhill, with Greenhill surviving as a wholly owned subsidiary of Mizuho Americas, LLC (the “Merger”). Further, under the Merger Agreement, Mizuho agreed that if the closing of the Merger (the “Closing”) has not occurred by March 12, 2024 and the stated maturity date of the term loan under the Existing Credit Agreement (the “Existing Term Loan”) has not been extended to at least April 12, 2025, Mizuho will provide or cause to be provided to the Company a new term loan credit facility (the “Replacement Facility”) the proceeds of which would be used to refinance the Existing Term Loan and otherwise be on terms described in the Merger Agreement.Developments

OnAs ~~August~~previously 31disclosed on May 22, 2023, the ~~Company~~Firm, ~~entered~~Mizuho ~~into~~Americas, LLC, a ~~secured~~Delaware ~~promissory~~limited ~~note~~liability ~~with~~company (“Mizuho ~~Bank~~Americas”), ~~Ltd~~and Blanc Merger Sub, Inc., a ~~Japanese~~Delaware ~~banking~~ corporation ~~(the~~and a wholly owned subsidiary of Mizuho Americas (“~~Promissory~~Merger ~~Note~~Sub”) ~~to repay~~entered ininto ~~full~~an ~~the~~Agreement ~~Existing~~and ~~Term~~Plan ~~Loan.~~of ~~Similar~~Merger to(as ~~the~~it ~~Existing~~may ~~Credit~~be ~~Agreement,~~amended ~~the~~from ~~Promissory~~time ~~Note~~to ~~has~~time, a“the ~~maturity~~Merger ~~date~~Agreement”) ofpursuant ~~April~~to 12which, ~~2024,~~and subject to ~~extension~~the ~~for~~terms 60and ~~days~~conditions inset ~~certain~~forth ~~limited~~therein, ~~circumstances.~~Merger ~~Borrowings~~Sub ~~under~~will merge with and into the ~~Promissory~~Firm ~~Note~~(the ~~will bear~~“Merger”), ~~interest~~with atthe ~~one-month~~Firm ~~SOFR~~continuing ~~plus~~as the surviving corporation in the Merger and as a ~~Term~~wholly ~~SOFR~~owned ~~Adjustment~~subsidiary ~~plus~~of 2Mizuho Americas.~~25%,~~ Subject ~~which~~to isthe ~~100~~terms ~~basis~~and ~~points~~conditions ~~less~~set ~~than~~forth in the ~~interest~~Merger ~~rate~~Agreement, ~~charged~~at ~~under~~the effective time of the ~~Existing~~Merger ~~Credit~~(the ~~Agreement~~“Effective Time”), oreach atshare anof ~~Alternative~~the ~~Base~~Greenhill’s ~~Rate~~common (stock outstanding as ~~defined~~of inimmediately prior to the ~~Promissory~~Effective ~~Note)~~Time ~~plus~~(other ~~1.25% in~~than dissenting shares and certain ~~limited~~shares ~~circumstances.~~held ~~Under~~by ~~the~~us ~~terms~~or ofMizuho Americas, in each case as specified in the ~~Promissory~~Merger ~~Note~~Agreement) ~~interest~~will ~~accrues~~be ~~monthly~~canceled and isconverted ~~added~~into the right to ~~the~~receive ~~principal~~$15.00 ~~balance~~in cash, without interest.

The ~~Promissory~~Merger ~~Note~~was ~~does~~unanimously ~~not~~approved ~~include~~by the ~~restrictive~~Firm’s ~~covenants~~Board ~~found~~of inDirectors ~~the~~and ~~Existing~~was ~~Credit~~also ~~Agreement;~~approved however, the Company continues to be subject to the interim operating covenants under the Merger Agreement. The Promissory Note may be repaid in whole or in part without penalty. The Promissory Note will be guaranteed by the ~~Company~~Firm’s ~~existing~~shareholders ~~and~~on ~~subsequently~~August ~~acquired~~16, ~~or organized wholly-owned U~~2023.~~S. restricted~~ To ~~subsidiaries~~date, ~~(excluding~~the ~~any~~Firm ~~registered broker-dealers)~~ and ~~secured~~Mizuho byAmericas ahave ~~first~~received ~~priority~~regulatory ~~perfected~~approvals ~~security interest in certain domestic assets and 100%~~ of the ~~capital~~Merger ~~stock~~from ofnearly ~~each~~all ~~U.S.~~of ~~subsidiary~~their regulators and ~~65% of~~ the ~~capital~~waiting ~~stock~~period ofunder ~~each non~~the Hart-~~U.S.~~Scott ~~subsidiary~~Rodino ~~owned~~Antitrust byImprovements aAct ~~guarantor, subject to certain exclusions. Under the terms~~ of ~~the~~1976, ~~Promissory~~as ~~Note~~amended, ~~acceleration~~(HSR ~~may~~Act) ~~only~~has ~~occur~~expired. ~~upon~~The ~~the~~Merger ~~occurrence~~is ofexpected ~~an event of default related~~ to ~~the~~close ~~bankruptcy~~by oryear ~~insolvency~~end ofand ~~the~~is ~~Company~~subject ~~or certain of its subsidiaries or certain events relating~~ to ~~the~~obtaining ~~validity or perfection of~~ the ~~liens~~remaining ~~securing~~required ~~the~~regulatory ~~Promissory~~approval ~~Note~~and orsatisfaction ~~the enforceability~~ of ~~the~~other ~~Promissory~~customary ~~Note~~closing ~~and the related documents~~conditions.

~~Consistent~~Financial with the terms of the Merger Agreement, if the Closing has not occurred by March 12, 2014, Mizuho remains obligated to refinance the Promissory Note with a replacement loan on the terms specified in the Merger Agreement for the Replacement Facility. The parties continue to expect the Merger to be completed by year end, subject to procuring the required regulatory approvals and satisfaction of other customary closing conditions.Results

The ~~foregoing~~Firm ~~description~~reported revenues of ~~the~~$30.7 ~~Promissory Note~~million, ~~does~~a ~~not~~net ~~purport~~loss toof be$28.1 ~~complete~~million and isa ~~qualified~~loss inper ~~its~~share ~~entirety~~of by$1.50 ~~reference~~for to the ~~Promissory~~third ~~Note,~~quarter a2023 ~~copy~~compared to revenues of ~~which~~$81.1 ~~is filed~~million, asnet ~~Exhibit~~income 10of $14.12 ~~hereto~~million and isdiluted ~~incorporated~~earnings ~~herein~~per byshare ~~reference~~of $0.67 for the third quarter 2022.

~~Item~~For 1the first nine months of 2023, revenues of $151.028 million, a net loss of $47.0 ~~Termination~~million and a loss per share of $2.52 compared to revenues of $162.6 million, a ~~Material~~net ~~Definitive~~loss ~~Agreement~~of $16.6 million and a loss per share of $0.91 for the same period in 2022.

In connection with entry into the Promissory Note, the Company elected to repay in full all amounts outstanding and terminate all lending commitments under the Existing Credit Agreement. Prior to repayment in full, the Existing Term Loan had an outstanding principal balance of approximately $270,078,781.00.Revenues

~~The~~Revenues ~~information~~were ~~described~~$30.7 million in ~~Item~~the 1third quarter of 2023 compared to $81.011 ~~above~~million isin ~~incorporated~~the ~~herein~~third byquarter ~~reference~~of ~~into~~2022, ~~this~~a ~~Item~~decrease 1of $50.024 million, or 62%. The decrease principally resulted from fewer large merger and acquisition (“M&A”) transaction completion fees.

~~Item~~For 2the nine months ended September 30, 2023, revenues were $151.038 million compared to $162.6 ~~Creation~~million ofin 2022, a ~~Direct~~decrease ~~Financial~~of ~~Obligation~~$10.8 million, or an7%. ~~Obligation~~The ~~under~~decrease anprincipally ~~Off-Balance~~resulted ~~Sheet~~from ~~Arrangement~~a ofreduction ain ~~Registrant~~M&A transaction fees, offset by an increase in retainer fees.

~~The~~Operating ~~information described in Item 1.01 above is incorporated herein by reference into this Item 2.03.~~Expenses

~~Item~~The Firm’s total operating expenses for the third quarter of 2023 were $62.9 million, which compared to $58.012 million of total operating expenses for the third quarter of 2022. ~~Financial~~The ~~Statements~~increase in total operating expenses of $4.7 million, or 8%, resulted from increases in both our compensation and ~~Exhibits~~benefits expenses and non-compensation operating expenses. Our employee compensation and benefits expenses for the third quarter of 2023 were $48.1 million as compared to $45.3 million for the third quarter of 2022. The increase in compensation and benefits expenses of $2.8 million, or 6%, was largely due to a greater amount of accrued incentive compensation. For the nine month period in 2023, our non-compensation operating expenses of $14.8 million increased $1.9 million, or 15%, as compared to $12.9 million in the same period in 2022. The increase in non-compensation expenses principally resulted from an increase in professional fees and slightly higher information service costs.

~~(d)~~For ~~Exhibits~~the nine months ended September 30, 2023, our total operating expenses were $195.0 million, which compared to $175.1 million of total operating expenses in the same period in 2022. The ~~following~~increase ~~exhibits~~in ~~are~~total ~~being~~operating ~~furnished~~expenses of $19.9 million, or 11%, resulted from increases in both our compensation and benefits expenses and non-compensation operating expenses. Our compensation and benefits expenses were $146.9 million for the nine months ended September 30, 2023, compared to $135.3 million for the same period in 2022. The increase in compensation and benefits expenses of $11.6 million, or 9%, was largely a result of the timing of an accounting charge for incentive compensation. Our non-compensation operating expenses of $48.1 million increased $8.3 million, or 21%, for the nine months ended September 30, 2023, as ~~part~~compared to $39.8 million in the comparable period in 2022. The increase in non-compensation expenses principally resulted from higher costs for our new London space, higher travel and information service costs, professional fees incurred related to our pending acquisition by Mizuho, and a reduction of ~~this~~foreign ~~Report~~currency gains.

Exhibit Number		Description
10.1		Secured Promissory Note, dated August 31, 2023, between Greenhill & Co., Inc. and Mizuho Bank, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following table sets forth information relating to our operating expenses.

Forward-Looking Statements


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2023	2022	2023	2022
	(in millions, unaudited)
Employee compensation and benefits expenses	$48.1	$45.3	$146.9	$135.3
% of revenues	157%	56%	97%	83%
Non-compensation operating expenses	14.8	12.9	48.1	39.8
% of revenues	48%	16%	32%	24%
Total operating expenses	62.9	58.2	195.0	175.1
% of revenues	205%	72%	128%	108%
Total operating income (loss)	(32.2)	23.0	(43.2)	(12.4)
Operating profit margin	NM	28%	NM	NM

~~This~~Interest 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 & Co., Inc. (“Greenhill”) by Mizuho Americas, LLC (“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.Expense

~~These~~For 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 ~~U.S.~~three ~~Securities~~months ~~and~~ended ~~Exchange~~September ~~Commission (the “SEC”) and those identified elsewhere in this Current Report~~30, ~~the following factors~~2023, ~~among~~we ~~others,~~incurred ~~could~~interest ~~cause~~expense ~~actual results to differ materially from forward-looking statements or historical performance: the occurrence~~ of ~~any~~$7.2 ~~event,~~million ~~change,~~as orcompared ~~other circumstance that could give rise~~ to ~~the~~$4.4 ~~right~~million offor ~~Greenhill or Mizuho Americas to terminate~~ the ~~Merger~~same ~~Agreement;~~period 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 required regulatory 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~~2022. ~~imposition~~The ofincrease ~~conditions that could adversely affect Greenhill or Mizuho Americas or the expected benefits~~ of ~~the~~$2.8 ~~Proposed~~million ~~Transaction);~~resulted ~~the~~from ~~risk that~~both the ~~benefits~~impact ~~from the Proposed Transaction may not be fully realized or may take longer to realize than expected, including as a result~~ of ~~changes~~significantly ~~in,~~higher ~~or problems arising from, general economic, political and~~ market ~~conditions,~~borrowing ~~interest and exchange~~ rates, ~~laws and regulations and their enforcement, and the degree of competition~~ in the ~~geographic~~third ~~and~~quarter ~~business~~of ~~areas~~2023 incompared ~~which Greenhill and Mizuho Americas operate; the ability~~ to ~~promptly and effectively integrate~~ the ~~businesses~~same ~~of Greenhill~~period ~~with~~in ~~those~~2022 ofand ~~Mizuho Americas; the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as~~ a ~~result~~non-recurring ofcharge ~~unexpected factors or events; reputational risk and potential adverse reactions~~ of ~~Greenhill’s~~ or$1.0 ~~Mizuho~~million ~~Americas’~~for ~~clients, employees or other business partners, including those resulting from~~ the ~~announcement~~write oroff ~~completion~~ of ~~the~~unamortized ~~Proposed~~deferred ~~Transaction;~~financing ~~the~~costs ~~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~~refinancing ~~Transaction or any~~ of ~~the~~our ~~other~~term ~~foregoing risks~~loan.

~~These~~For ~~factors~~the ~~are~~nine ~~not~~months ~~necessarily~~ended ~~all~~September of30, ~~the~~2023, ~~factors~~we ~~that~~incurred ~~could~~interest ~~cause~~expense ~~Greenhill’s~~of or$19.2 ~~Mizuho~~million, ~~Americas’~~an ~~actual~~increase ~~results,~~of ~~performance,~~$8.8 ormillion ~~achievements~~as compared to ~~differ~~$10.4 ~~materially~~million ~~from those~~for ~~expressed~~the same period in or2022. ~~implied~~The byincrease ~~any~~related to both the impact of significantly higher market borrowing rates in the ~~forward-looking~~first ~~statements.~~nine ~~Other~~months ~~factors,~~of ~~including~~2023 ~~factors~~as ~~that~~compared ~~may~~to bethe ~~unknown~~same orperiod ~~unpredictable,~~in ~~also~~2022 ~~could~~and ~~harm~~the ~~Greenhill’s~~write oroff ~~Mizuho~~of ~~Americas’~~deferred ~~results~~financing costs described above.

~~All~~Debt forward-looking statements attributable to Greenhill or Mizuho Americas, or persons acting on Greenhill’s or Mizuho Americas’ 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 and 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 Greenhill or Mizuho Americas update one or more forward-looking statements, no inference should be drawn that Greenhill or Mizuho Americas 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. Further information regarding factors that could affect Mizuho Americas’ results is included in a number of publicly available documents published by Mizuho Americas. These include Mizuho Americas’ annual securities report, Integrated Report, and “Item 3.D. Key Information-Risk Factors” in Mizuho Americas’ most recent Form 20-F filed with the SEC, which is available in the Financial Information section of Mizuho Americas’ web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov.Refinancing

On August 31, 2023, we entered into a secured promissory note (the “Promissory Note”) with Mizuho Bank Ltd., a Japanese banking corporation and an affiliate of Mizuho, and used the proceeds to repay in full the outstanding principal balance and accrued interest payable under the Firm's term loan facility (“Term Loan Facility”), which was entered into pursuant to the credit agreement, dated October 12, 2017, by and among the Firm, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (as amended on April 12, 2019 and June 30, 2023 the “Credit Agreement”). Prior to the repayment, the Term Loan Facility had an outstanding principal balance of approximately $270.1 million. The Promissory Note has a maturity date of April 12, 2024, subject to extension for 60 days in certain limited circumstances. Borrowings under the Promissory Note bear interest at one-month SOFR plus a Term SOFR Adjustment plus 2.25%, which is 100 basis points less than the interest rate charged under the Credit Agreement, or at an Alternative Base Rate (as defined in the Promissory Note) plus 1.25% in certain limited circumstances. Under the terms of the Promissory Note interest accrues monthly and is added to the principal balance. The Promissory Note may be repaid in whole or in part without penalty. Consistent with the terms of the Merger Agreement, if the closing of the Merger has not occurred by March 12, 2024, Mizuho Americas remains obligated to refinance the Promissory Note with a replacement loan on the terms specified in the Merger Agreement.

Provision for Income Taxes

For the three months ended September 30, 2023, due to our pre-tax loss, we recognized an income tax benefit of $11.2 million, which reflected an effective tax rate of 29%. This compared to income tax expense of $4.4 million for the same period in 2022, which reflected an effective tax rate of 24%. The increase in the effective tax rate principally resulted from an increase in the U.K. statutory rate effective in April 2023.

For the nine months ended September 30, 2023, due to our pre-tax loss we recognized an income tax benefit of $15.4 million, which included a charge of $1.8 million related to the tax effect of the vesting of restricted stock units at a grant price higher than the market price. This compared to an income tax benefit for the nine month period ended September 30, 2022 of $6.2 million, which included a benefit of $0.8 million related to the tax effect of the vesting of restricted stock units at a market price higher than the grant price. Excluding these charges/benefits, the effective tax rates for the nine month periods ended September 30, 2023 and 2022 would have been 28% and 24%, respectively. The increase in the effective tax rate in 2023 resulted from the increase in the U.K. statutory rate described above.

Dividend

The Board of Directors of Greenhill has declared a dividend of $0.10 per share to be paid on December 27, 2023, to common stockholders of record on December 13, 2023. If the Merger is consummated prior to the close of trading on December 13, 2023, no dividend will be paid to stockholders of Greenhill who hold common shares prior to the closing of the Merger.

Greenhill & Co., Inc. is a leading independent investment bank entirely focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising to corporations, partnerships, institutions and governments globally. It acts for clients located throughout the world from its offices in New York, Chicago, Frankfurt, Hong Kong, Houston, London, Madrid, Melbourne, Paris, San Francisco, Singapore, Stockholm, Sydney, Tokyo and Toronto.

Cautionary Note Regarding Forward-Looking Statements

The preceding discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear below. We have made statements in this discussion that are forward-looking statements. 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 of Greenhill by Mizuho, including future financial and operating results, Greenhill’s or Mizuho’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 addition to factors previously disclosed in our reports filed with the Securities and Exchange Commission (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 to terminate the definitive merger agreement; the outcome of any legal proceedings that may be instituted against us or Mizuho; the possibility that the proposed transaction does not close when expected or at all because required regulatory, 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 us or Mizuho 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 we and Mizuho operate; the ability to promptly and effectively integrate the businesses of Greenhill with those of Mizuho; 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 our or Mizuho’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 our or Mizuho’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 our or Mizuho’s 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 our or Mizuho’s results.

All forward-looking statements attributable to us, or persons acting on our 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 we 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 we update one or more forward-looking statements, no inference should be drawn that we 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, our Quarterly Reports on Form 10-Q, and our other filings with the SEC.

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues	$	30,689	$	81,145	$	151,802	$	162,635

Operating Expenses
Employee compensation and benefits	48,116		45,265		146,915		135,277
Occupancy and equipment rental	5,067		4,954		14,788		13,796
Depreciation and amortization	899		635		2,672		1,880
Information services	3,033		2,504		8,810		7,140
Professional fees	2,464		1,774		7,446		5,971
Travel related expenses	1,509		1,541		5,108		4,210
Other operating expenses	1,818		1,492		9,278		6,782
Total operating expenses	62,906		58,165		195,017		175,056
Total operating income (loss)	(32,217)		22,980		(43,215)		(12,421)
Interest expense	7,152		4,369		19,225		10,382
Income (loss) before taxes	(39,369)		18,611		(62,440)		(22,803)
Provision (benefit) for taxes	(11,226)		4,400		(15,416)		(6,176)
Net income (loss)	$	(28,143)	$	14,211	$	(47,024)	$	(16,627)

Average shares outstanding:
Basic	18,815,295		17,935,848		18,646,125		18,197,533
Diluted	18,815,295		21,095,880		18,646,125		18,197,533
Earnings (loss) per share:
Basic	$	(1.50)	$	0.79	$	(2.52)	$	(0.91)
Diluted	$	(1.50)	$	0.67	$	(2.52)	$	(0.91)

SIGNATURES

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.

Date: November 9, 2023

By:

/s/ MARK R. LASKY

Name: Mark R. Lasky

Title: Chief Financial Officer

	Greenhill & Co., Inc.
Date: September 1, 2023	By:	/s/ Mark R. Lasky
		Name: Mark R. Lasky
		Title: Chief Financial Officer

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