Mizuho Americas LLC entered into an agreement and plan of merger to acquire Greenhill & Co., Inc. (NYSE:GHL) from Bok Family Partners, L.P. and others for approximately $380 million on May 22, 2023. Under the terms of the transaction, Mizuho will acquire each issued and outstanding share of common stock Greenhill in an all cash transaction at $15 per share. At the effective, each outstanding restricted stock unit award and performance stock unit award will receiver the merger consideration of $15 per share. Each deferred cash award will be converted into an unvested purchaser cash-based award with respect to an equivalent amount in cash that has not yet been paid with respect to such award. Mizuho will pay a termination fee of $38.5 million to Greenhill, in case Mizuho terminates the transaction, and Greenhill will pay a termination fee of $15.38 million to Mizuho in case Greenhill terminates the transaction. Following completion of the transaction, Greenhill will operate globally from its 15 locations around the world as the M&A and restructuring advisory business of Mizuho. That business will maintain the Greenhill brand, and the existing Greenhill leadership team will remain in place. Greenhill Chairman & Chief Executive Officer Scott L. Bok will become Chairman of the M&A and restructuring advisory business. Current Greenhill Co-Presidents Kevin Costantino and David Wyles will become Co-Heads of the business. The Greenhill business will sit within Mizuho?s banking division, led by Michal Katz, Head of Banking in the Americas.

The transaction is subject to approval by Greenhill stockholders, required regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of both Greenhill and Mizuho. Concurrently with the execution of the merger agreement, Scott L. Bok, the Chairman and Chief Executive Officer of Greenhill and certain of his affiliated persons entered into voting agreement to vote in favor of the transaction. On November 29, 2023, all regulatory approvals required to complete the transaction have been received. The transaction is expected to close by end of year 2023. As of November 29, 2023, the transaction is expected to complete on November 30, 2023.

Houlihan Lokey Capital, Inc. acted as financial advisor to Greenhill and provided fairness opinion to the Board of Directors of Greenhill. 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. Edward D. Herlihy and Brandon C. Price of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Greenhill. Scott A. Barshay, Laura C. Turano, Caith Kushner, Christodoulos Kaoutzanis, John Kennedy, Jean McLoughlin, Jarrett Hoffman, Jordan Salzman, Claudine Meredith-Goujon, Marisa Geiger, Robert Holo, Peter Fisch, Marta Kelly and William O?Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Mizuho. David L. Portilla, Zachary J. Zweihorn, Paul D. Marquardt, Martin Rogers, Gregory S. Rowland, Mark Chalmers and Will Schisa of Davis Polk & Wardwell LLP acted as legal advisor to Mizuho. Citi and Mizuho served as financial advisors to Mizuho. American Stock Transfer & Trust Company is the transfer agent for shares of Greenhill. Georgeson LLC is the proxy solicitor for Greenhill and Greenhill will pay Georgeson a fee of approximately $15,000. Aaron Dixon and Stuart Rogers of Alston & Bird acted as legal counsel to Houlihan Lokey, financial advisor to Greenhill & Co.

Mizuho Americas LLC completed the acquisition of Greenhill & Co., Inc. (NYSE:GHL) from Bok Family Partners, L.P. and others on November 30, 2023. Greenhill & Co., Inc. continuing as the surviving corporation and as a wholly owned subsidiary of Mizuho Americas LLC.