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 2930, 2023

GREENHILL & CO., INC.

(Exact name of registrant as specified in charter)

Commission File Number: 001-32147

Delaware		51-0500737
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

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:

☐	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))

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 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. ☐

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of May 22, 2023 (the “Merger Agreement”), among Greenhill & Co., Inc., a Delaware corporation (the “Company”), Mizuho Americas LLC, a Delaware limited liability company (“Purchaser”), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Sub”), pursuant to which, on November 30, 2023 (the “Closing Date”), Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Purchaser (the “Surviving Corporation”).

Item 2.01.

Completion of Acquisition or Disposition of Assets.

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 was entitled to demand appraisal and had 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, was treated as described in the Merger Agreement (the “Excluded Shares”)), was 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 was converted into one fully paid and nonassessable share of common stock of the Surviving Corporation, par value $0.001 per share.

At the Effective Time, (i) each outstanding Company restricted stock unit award (each a “Company RSU Award”) was converted into an unvested Purchaser cash-based award with respect to an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award, which will otherwise remain subject to the same terms and conditions applicable to such award as of immediately prior to the Effective Time, (ii) each outstanding Company performance stock unit award (each a “Company PSU Award”) became fully vested and was converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award based on the target level of performance and (iii) each outstanding deferred cash award (each a “Company Deferred Cash Award”) was converted into an unvested Purchaser cash-based award with respect to an equivalent amount in cash that had not yet been paid with respect to such award as of immediately prior to the Effective Time, which will remain subject to the same terms and conditions applicable to such award as of immediately prior to the Effective Time.

The foregoing description of the Merger and 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, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2023, which is incorporated by reference into this Item 2.01.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had closed and requested that the NYSE (i) suspend trading of Company Common Stock, (ii) withdraw Company Common Stock from listing on the NYSE prior to the open of trading on December 1, 2023, and (iii) file with the SEC a notification of delisting on Form 25 of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Stock will no longer be listed on the NYSE. Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification of Rights of Security Holders.

At the Effective Time, each issued and outstanding share of Company Common Stock (other than Excluded Shares), Company RSU Award, Company PSU Award, and Company Deferred Cash Award was cancelled and converted into the right to receive the respective consideration specified in the Merger Agreement.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

At the Effective Time, Sub was merged with and into the Company pursuant to the Merger Agreement, with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Purchaser.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, and pursuant to the terms of the Merger Agreement, the Company’s directors as of immediately prior to the Effective Time ceased serving as directors of the Company, and Gerald A. Rizzieri was appointed as sole director of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the second amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the certificate of incorporation as so amended and restated, the “Third Amended and Restated Certificate of Incorporation”). The Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

In addition, as of the Effective Time, in accordance with the Merger Agreement, the bylaws of the Company, as in effect as of immediately prior to the Effective Time, were amended and restated in their entirety (the bylaws as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.03.

Item 8.01.

Other Events

On ~~November~~December 291, 2023, ~~Greenhill~~the &Company ~~Co., Inc., a Delaware corporation (“Greenhill”) announced that Greenhill~~ and Mizuho ~~Americas,~~Financial ~~LLC~~Group, aInc. ~~Delaware~~issued ~~limited~~a ~~liability company~~joint ~~(“Mizuho~~press ~~Americas”)~~release ~~have~~announcing ~~received all regulatory approvals required to complete~~ the ~~transactions~~completion ~~contemplated~~of by the ~~Agreement and Plan of~~ Merger,. A ~~dated~~copy as of ~~May~~the ~~22,~~press ~~2023,~~release byis attached ~~and~~hereto ~~among~~as ~~Greenhill,~~Exhibit ~~Mizuho Americas, and Blanc Merger Sub, Inc~~99.,1 ~~a Delaware corporation~~ and ais ~~wholly~~incorporated ~~owned~~by ~~subsidiary~~reference ~~of Mizuho Americas (the “Merger Agreement”)~~herein.

~~The~~Item ~~closing~~9.01 ofFinancial ~~the~~Statements ~~transactions~~and 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 AgreementExhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of May 22, 2023, among Mizuho Americas LLC, Blanc Merger Sub, Inc. and Greenhill & Co., Inc. (incorporated by reference to Exhibit 2.1 to Greenhill & Co., Inc.’s Current Report on Form 8-K, filed with the SEC on May 22, 2023).

3.1		Third Amended and Restated Certificate of Incorporation of Greenhill & Co., Inc.

3.2		Amended and Restated Bylaws of Greenhill & Co., Inc.

99.1		Joint Press Release, dated as of December 1, 2023, issued by Greenhill &Co., Inc. and Mizuho Financial Group, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * *

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.

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: December 1, 2023

Date: November 29, 2023

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