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): September 2, 2009
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-32147
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| Delaware
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51-0500737 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 300 Park Avenue, 23rd floor |
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| New York, New York 10022
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10022 |
| (Address of principal executive offices)
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(ZIP Code) |
Registrant’s telephone number, including area code: (212) 389-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the press release,
dated September 2, 2009, issued by Greenhill & Co., Inc. announcing that GHL Acquisition
Corporation (“GHQ”), the special purpose acquisition company sponsored by Greenhill & Co., Inc, has
entered into agreements to repurchase shares of GHQ common stock from certain of its stockholders,
subject to the closing of its pending acquisition of Iridium Holdings LLC (the “Acquisition”). In
connection therewith, GHQ has been granted a proxy over such shares, which it intends to vote in
favor of the Acquisition and the related proposals at the special meeting of its stockholders
scheduled for September 23, 2009.
Item 8.01. Other Events
See Item 7.01.
The information in this report is being furnished and shall not be deemed to be filed for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act (unless otherwise indicated in such filing).
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(c) |
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Exhibits. The following exhibit is being furnished as part of this Report. |
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| Exhibit |
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Description |
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99.1
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Press Release of Greenhill & Co., Inc. dated September 2, 2009. |