Greenhill & Profile
Greenhill & Co., Inc. (Greenhill) operates as an independent investment bank.
The company provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, private equity sponsors, institutional investors, family offices, and governments globally. The company serves as a trusted advisor to its clients throughout the world on a collaborative, globally integrated basis from its offices in the United States, Australia, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, Sweden and the United Kingdom.
At Greenhill, the company is singularly focused on providing conflict-free advice to clients on a wide variety of complex financial matters, using its global resources to provide a combination of transaction experience, industry sector expertise and knowledge of relevant regional markets. The company works seamlessly across offices and markets to provide the highest caliber advice and services to its clients.
Advisory Services
Greenhill is a unique global investment banking company, not only in relation to the large integrated, or bulge bracket, institutions, which engage in commercial lending, underwriting, research, sales and trading and other businesses, but also in relation to other so-called independent investment banks, many of which engage in investment management, research and capital markets businesses, all of which can create conflicts with clients’ interests. Greenhill’s singular focus on advisory services differentiates it from other investment banks, and enables it to offer best-in-class, conflict free service to each of its clients.
Advising clients is the company’s only business. The company’s clients’ interests are its sole priority.
The company provides unbiased, conflict-free advice. The company has no products or additional services to cross-sell and thus, no inherent conflicts of interest. The company also has no lending, prime brokerage or other relationships with activist investors.
The company maintains the highest levels of confidentiality. The company’s advisory-only business model and minimal conflicts enable it to maintain greater client confidentiality.
Senior level attention is fundamental to the company’s model. The company offers a collaborative approach to global client service. The company’s professionals around the globe work together on a fully-integrated, one-firm, one-team approach to advance the interests of its clients.
The company provides comprehensive financial advisory services primarily in connection with mergers and acquisitions, divestitures, restructurings, financings, private capital raising and other similar transactions. The company also provides advice in connection with shareholder defense preparedness, activist investor response strategies and other critical strategic matters. For all of its advisory services, the company draws on the extensive experience, senior relationships and industry expertise of its managing directors and senior advisors.
Mergers and Acquisitions: On merger and acquisition engagements, the company provides a broad range of advice to global clients in relation to domestic and cross-border mergers, acquisitions, divestitures, spin-offs and other strategic transactions, through all stages of a transaction’s life cycle, from initial structuring and negotiation to final execution. The company focuses on providing high-quality, unbiased advice to senior executive management teams, boards of directors and special committees of prominent large and mid-cap companies, financial sponsors and key decision makers in governments and at large institutions on transactions that typically are of the highest strategic and financial importance to its clients. The company has specialists in nearly every significant industry sector who work closely with its transaction and regional specialists to provide the highest quality advice and transaction execution. In addition to merger and acquisition transactions, the company advises clients on a full range of critical strategic matters, including activist shareholder defense, special committee projects, licensing deals and joint ventures. The company provides advice on valuation, negotiation tactics, industry dynamics, structuring alternatives, timing and pricing of transactions, as well as financing alternatives. In appropriate situations, the company also provides fairness opinions with regard to merger and acquisition transactions.
Financing Advisory and Restructuring: The company’s financing advisory and restructuring practice encompasses a wide range of advisory services. In restructurings, the company advises debtors, creditors, governments, and other stakeholders in companies experiencing financial distress, as well as potential acquirers of distressed companies and assets. The company provides advice on valuation, debt capacity, restructuring alternatives, capital structures, financing alternatives and M&A or other recapitalizations. The company assists clients in identifying and capitalizing on potential incremental sources of capital. The company also assists those clients who seek court-assisted reorganizations by developing, negotiating and seeking approval for plans of reorganization, as well as the implementation of such plans in addition to running court supervised sale processes. In financing advisory, the company structures tailored solutions for its clients for their financing needs by advising on private placements of debt and structured equity, refinancing of existing debt facilities, negotiating the modification and amendment of covenants and acting as an independent advisor. In financing advisory transactions, the company either assists in raising the required capital through a structured process conducted by it or it serves as an independent advisor to the client in order to provide advice as to the terms and conditions of financings from incumbent lenders or relationship banks and lenders.
Private Capital Advisory: The company is the leading global financial advisor to pension funds, endowments, institutional investors and financial sponsors on primary and secondary transactions involving alternative assets. Using the company’s primary capital formation expertise, it provides clients with customized fundraising solutions, including single asset capital transactions, blind pool funds and co-investment syndications, and targeted investor outreach through its global team of senior distribution professionals. Fundraising mandates are focused on general private equity, specialist sector funds, credit strategies, real assets and venture capital. Greenhill advises such institutions globally on secondary sales of interests in private equity and similar funds, and provides advice to alternative asset fund sponsors for private capital raising, restructuring, financing, liquidity options, valuation and related services.
Revenues
The company’s revenues are derived from both corporate advisory services related to mergers and acquisitions (M&A), financings and restructurings and private capital advisory services related to sales or capital raises pertaining to alternative assets. Revenues from corporate advisory are primarily driven by total deal volume and the size of individual transactions. While fees payable upon the successful conclusion of a transaction generally represent the largest portion of the company’s corporate advisory fees, it also earns other fees, including on-going retainer fees, substantially all of which relate to non-success based strategic advisory, and financing advisory and restructuring assignments, and fees payable upon the commencement of an engagement or upon the achievement of certain milestones, such as the announcement of a transaction or the rendering of a fairness opinion. Additionally, the company generates private capital advisory revenues from sales of alternative assets in the secondary market and from capital raises where it acts as private placement agents.
Competition
The company’s primary competitors consist of both large, diversified financial institutions, such as Bank of America Corporation; Barclays Bank PLC; Citigroup Inc.; Credit Suisse Group AG; Deutsche Bank AG; Goldman Sachs Group, Inc.; JPMorgan Chase & Co.; Morgan Stanley; and UBS AG. The company’s primary competitors also include publicly listed boutique investment banking firms, such as Evercore Partners Inc.; Jefferies Group, Inc.; Lazard Ltd.; Moelis & Co.; Perella Weinberg Partners; and PJT Partners.
Regulation
In the United States, the Securities and Exchange Commission (SEC) is the federal agency responsible for the administration of the federal securities laws and the protection of investors who invest in Greenhill. Greenhill & Co., LLC (G&Co LLC) is a wholly-owned subsidiary of Greenhill through which the company conducts its U.S. advisory business. It is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority (FINRA) and is subject to regulation and oversight by the SEC. In addition, FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing conduct, and examines the activities of its member firms, such as G&Co LLC. State and local securities regulators also have regulatory oversight authority over G&Co LLC.
In particular, as a registered broker-dealer and member of a self-regulatory organization, G&Co LLC is subject to the SEC’s uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant portion of a broker-dealer’s assets be retained in liquid financial instruments relative to the amount of its liabilities.
In addition, Greenhill Capital Partners, LLC, the company’s wholly-owned subsidiary, which operated as general partner of Greenhill Capital Partners II, a former merchant banking fund, is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As such, it is subject to regulation and periodic examinations by the SEC.
Greenhill & Co. International LLP, the company’s wholly owned affiliated partnership with an office in the United Kingdom, through which it conducts a large portion of its European advisory business, is authorized and regulated by the United Kingdom’s Financial Conduct Authority (FCA). The U.K. regulatory regime, that governs all aspects of the company’s advisory business in the United Kingdom, is based upon the Financial Services and Markets Act 2000 (the FSMA), together with secondary legislation and other rules made under the FSMA.
In connection with the company’s Brexit planning, it sets up Greenhill Europe GmbH & Co. KG to house its offices in Frankfurt, Madrid and Paris, with particular focus on its European advisory business. Greenhill Europe GmbH & Co. KG is authorized and regulated by the Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin) and the Deutsche Bundesbank. In addition, the company has a regulated branch in Spain, which is regulated and authorized by the Comisión Nacional del Mercado de Valores (CNMV), and in France, which is authorized and regulated by the Autorité de Contrôle Prudentiel et de Régulation (ACPR).
Greenhill & Co. Sweden AB, the company’s wholly-owned Swedish subsidiary with an office in Stockholm, provides financial advice to clients in Sweden and the wider Nordic region. Greenhill & Co. Australia Pty Limited (Greenhill Australia), the company’s wholly-owned Australian subsidiary, is licensed and subject to regulation by the Australian Securities and Investments Commission (ASIC) and must also comply with applicable provisions of the Corporations Act 2001 and other Australian legal and regulatory requirements, including capital adequacy rules, customer protection rules, and compliance with other applicable trading and investment banking regulations.
Greenhill & Co. Asia Limited, a wholly-owned Hong Kong subsidiary, is licensed under the Hong Kong Securities and Futures Ordinance with the Securities and Futures Commission (SFC) and is regulated by the SFC. The compliance requirements of the SFC include, among other things, net capital, stockholders’ equity and periodic reporting requirements, and also the registration and training of certain employees and responsible officers.
Greenhill & Co. Asia (Singapore) PTE. LTD., a wholly-owned Singapore subsidiary, is regulated by the Monetary Authority of Singapore (MAS) and licensed under the Securities and Futures Act to conduct the regulated activities of dealing in capital markets products and advising on corporate finance.
Federal anti-money-laundering laws make it a criminal offense to own or operate a money transmitting business without the appropriate state licenses, which it maintains, and requires registration with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN), where the company is registered. In addition, pursuant to the USA PATRIOT Act of 2001 and the Treasury Department’s implementing federal regulations, as a financial institution, the company has established and maintains an anti-money-laundering program. The company is generally prohibited from dealing with Specially Designated Nationals or SDNs that are identified by the Treasury Department’s Office of Foreign Assets Control, or OFAC. In addition, OFAC administers a number of comprehensive sanctions and embargoes that target certain countries, governments and geographic regions. Similar restrictions have been issued in the U.K. by HM Treasury.
The company is also subject to the Foreign Corrupt Practices Act (FCPA), which prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business. The company is also subject to applicable anti-corruption laws in the United States and in the other jurisdictions in which it operates, such as the U.K. Bribery Act.
The company is subject to the laws and regulations in relation to privacy of the U.S. federal and state governments, non-U.S. governments, their agencies and self-regulatory organizations, such as the U.K. and E.U.’s data privacy and security framework titled the General Data Protection Regulations (the GDPR), the California Consumer Privacy Act (CCPA) and the new California Privacy Rights Act (CPRA).
History
Greenhill & Co., Inc. was founded in 1996 by Robert F. Greenhill. The company was incorporated in 2004.
