Greenhill & Co. Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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.