8-K
filed December 1, 2023, 6:59 PM ET
CIK 0001282977
M&A
confidence high
sentiment neutral
materiality 0.90
GREENHILL & CO INC: M&A transaction — Greenhill completes acquisition by Mizuho Americas for $15.00 per share in cash
GREENHILL & CO INC
- All outstanding shares (except excluded) converted into right to receive $15.00 cash per share.
- Greenhill common stock delisted from NYSE; trading suspended before open on Dec 1, 2023.
- Greenhill continues as brand; Kevin Costantino and David Wyles co-head the business; Patrick Suehnholz remains COO.
- Former CEO Scott Bok becomes Chairman of Greenhill Advisory, reporting to Jerry Rizzieri.
- Mizuho plans to accelerate investment banking growth with Greenhill's M&A and restructuring advisory.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerald A. Rizzieri was appointed as Sole Director at GREENHILL & CO INC.
- Action
- appointed
- Role
- Sole Director
Exact text from the filing
Gerald A. Rizzieri was appointed as sole director of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GREENHILL & CO INC: Third Amended and Restated Certificate of Incorporation adopted at the Effective Time, replacing the prior certificate of incorporation.
- Change
- charter amendment
Exact text from the filing
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 ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GREENHILL & CO INC: Amended and Restated Bylaws adopted at the Effective Time, replacing the prior bylaws.
- Change
- bylaw amendment
Exact text from the filing
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 ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GREENHILL & CO INC underwent a change of control involving Mizuho Americas LLC for $15.00 in cash (closed 2023-11-30).
- Action
- change of control
- Counterparty
- Mizuho Americas LLC
- Consideration
- $15.00 in cash
- Closing
- 2023-11-30
Exact text from the filing
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
View on SEC.gov
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