Greenhill To Acquire Australian-based Caliburn Partnership, A Leading Independent Financial Advisory

< BACK TO FINANCE starstarstarstarstar   Business - Finance Press Release
17th March 2010, 12:22pm - Views: 1367






Business Finance Greenhill & Co., Inc. 2 image







MEDIA RELEASE PR38776



Greenhill to Acquire Australian-Based Caliburn Partnership, A Leading Independent Financial

Advisory Firm


NEW YORK and SYDNEY, Mar.17 /PRNewswire-AsiaNet/ --


         Six Caliburn Managing Directors, and Total Staff of 40, to Join

                                  Greenhill


    Greenhill & Co., Inc. (NYSE: GHL), a leading independent global

investment bank, announced today that it has signed a definitive agreement to

acquire Caliburn Partnership Pty Ltd. ("Caliburn"), a leading independent

financial advisor in the Australasian market. Caliburn has advised on more

than A$170 billion of transactions since its founding, and had revenue for

its fiscal years ended June 30, 2009, 2008 and 2007 of A$68.0 million, A$80.9

million and A$80.8 million, respectively. The transaction is expected to

close in early April.


    Caliburn, which was founded in 1999 and has had an alliance with

Greenhill since 2003, has 40 total employees and offices in Sydney and

Melbourne. All six of Caliburn's Managing Directors will join Greenhill at

closing, bringing the total number of Greenhill client-focused Managing

Directors to 60. Following completion of the transaction, it will operate in

Australia/New Zealand under the name Greenhill Caliburn.


    Greenhill and Caliburn are highly complementary businesses and were

founded on identical business models. Both are focused on delivering

independent advice, free of conflicts, and on developing long-term and

trusted relationships with clients. The acquisition advances their common

ambition to create the leading independent global financial advisory firm,

with capabilities to advise clients across industry sectors on mergers,

acquisition, restructurings, financing and capital-raising in all regions.


    Terms of Transaction

    Under the terms of the agreement, Greenhill will acquire 100% ownership

of Caliburn in exchange for 1,099,875 shares of Greenhill common stock (with

a value of $91 million based on today's closing price) issued at closing plus

a new convertible preferred stock ("Performance Stock") that pays no dividend

and will convert into additional shares of Greenhill common stock in three

and five years if certain revenue levels are achieved. A further 659,925

shares of Greenhill common stock would be issued upon conversion of the

Performance Stock on the third anniversary of the closing of the transaction

if Caliburn has achieved average revenue of A$50 million per annum during

this three-year period, and a further 439,950 shares of Greenhill common

stock would be issued upon conversion of the Performance Stock on the fifth

anniversary, if Caliburn has achieved further average revenue of A$50 million

per annum during the two year period prior to that date. If such revenue

levels are not achieved, the Performance Stock would be cancelled. Consistent

with its normal personnel recruiting policies, Greenhill will also grant

Restricted Stock Units, which will vest over time, subject in some cases to

the above revenue performance targets, to a number of Caliburn employees.


    Comments From Greenhill and Caliburn Management

    Robert F. Greenhill, Chairman of Greenhill said, "We have long been

committed to growing our business by attracting senior investment banking

talent that brings us new industry expertise or geographic reach. This is

evidenced by the near doubling of our client-focused Managing Directors

during the financial crisis of 2008-09. We have consistently said that most

of our recruiting will be of talented individual bankers or small teams, but

that we would consider an acquisition where it would bring us significant

capabilities that we could not replicate with individual recruiting.

Importantly, we would pursue such a significant acquisition like this only

where the target had demonstrated an ability to operate in a manner

consistent with the strong revenue productivity, growth, compensation and

non-compensation cost discipline, profitability and return to shareholder

metrics that Greenhill has exhibited in its nearly six years as a public

company. In Caliburn we will be combining with a firm that meets all these

criteria."


    Scott L. Bok, Co-Chief Executive Officer of Greenhill, said, "Bringing

the Caliburn team onboard advances our strategy in many ways. It brings us a

major presence in Australia, which builds on our history as a global firm

with typically more than half of our revenue originating from clients outside

North America. More broadly, it advances our efforts to develop a larger

business in Asia, building on the 2008 opening of our Tokyo office and

looking forward to opportunities in China and elsewhere in the region. From

an industry sector point of view, Caliburn significantly expands our

capabilities in energy, mining, financial services, consumer and many other

important sectors. Finally, our fund placement advisory business will be

enhanced by a presence in Australia, given Australia's position as the fourth

largest retirement savings pool in the world."


    Simon A. Borrows, Co-Chief Executive Officer of Greenhill, said, "This

transaction has been carefully structured to align the interests of the new

team with our shareholders. The Managing Directors of Caliburn will become

significant Greenhill shareholders, consistent with our other key personnel

around the world. The structure also creates powerful equity incentives for

continued strong performance over a five year period following the closing.

Equally important to the financial incentives, we know through several years

of working together that the Caliburn team shares our ambition to create the

leading independent financial advisory firm with capabilities in all

important geographic regions and in all important industry sectors."


    Peter Hunt, Chairman of Caliburn, said, "We are pleased to join the

Greenhill team, having built a substantial Australasian business that shares

all the key attributes of the Greenhill business globally. These include high

integrity, a focus on clients rather than principal activities, a global

perspective and a strong discipline on costs. This combination positions us

to serve clients better by expanding our industry sector expertise and giving

us access to experienced partners in North America, Europe and Japan. We look

forward to continuing to build our business as part of the Greenhill team."


    Simon Mordant and Ron Malek, Joint Chief Executive Officers of Caliburn,

said "We are pleased to combine with Greenhill, a firm we have come to know

well and one whose culture is so similar to ours. Our clients will benefit

from our expanded global capabilities, but will see no difference in our

independent, client-focused approach to the business. Our staff will enjoy

the broader opportunities of being part of a global, like-minded firm."


    Caliburn Managing Directors Joining Greenhill


    - Peter Hunt is a founder and Chairman of Caliburn, based in Sydney. He 

      has 30 years' experience advising local and multinational companies and 

      governments. Prior to founding Caliburn in 1999, he was Co-Head of 

      Corporate Finance at BZW and ABN Amro. He will serve as Chairman of 

      Greenhill Caliburn.


    - Simon Mordant is a founder and Joint Chief Executive Officer of 

      Caliburn, based in Sydney. He has 24 years' experience advising local 

      and multinational companies. Prior to founding Caliburn in 1999, he was 

      Co-Head of Corporate Finance at BZW and ABN Amro. He will serve as Co-

      Chief Executive Officer of Greenhill Caliburn and as a member of 

      Greenhill's Management Committee.


    - Ron Malek is a founder and Joint Chief Executive Officer of Caliburn, 

      based in Sydney. He has 20 years' experience advising local and 

      multinational companies. Prior to founding Caliburn in 1999 he was 

      Australian Head of the Consumer Sector at BZW and ABN Amro. He will 

      serve as Co-Chief Executive Officer of Greenhill Caliburn and as a 

      member of Greenhill's Management Committee.


    - Richard Phillips is a Managing Director of Caliburn, based in 

      Melbourne. He has 15 years' experience advising local and multinational 

      companies. Prior to founding the Melbourne office in 2005, he was an 

      Executive Director with Macquarie Bank, where he was responsible for 

      Macquarie's Australian Natural Resources M&A business. During his time 

      at Macquarie, his roles included founding its Perth advisory business 

      and running its Toronto advisory team.


    - Roger Feletto is a Managing Director of Caliburn, based in Sydney. He 

      joined Caliburn in 2000. He has 12 years' experience advising leading 

      Australian and multinational companies, with a particular focus on the 

      industrials and consumer sectors.


    - Jamie Garis is a Managing Director of Caliburn, based in Sydney. He 

      joined Caliburn in 2002. He has 12 years' experience advising 

      Australian and multinational companies, with a particular focus on the 

      financial services sector.


    About Greenhill

    Greenhill & Co., Inc. is a leading independent investment bank focused on

providing financial advice on significant mergers, acquisitions,

restructurings, financings and capital-raising to corporations, partnerships,

institutions and governments. Greenhill acts for clients located throughout

the world from its offices in New York, London, Frankfurt, Tokyo, Toronto,

Chicago, Dallas, Houston, Los Angeles and San Francisco, with additional

offices in Sydney and Melbourne upon completion of the acquisition of

Caliburn.




    About Caliburn

    Caliburn Partnership Pty Ltd is a leading Australasian corporate advisory

firm, providing advice on mergers and acquisitions, divestments and corporate

restructurings, balance sheet and capital optimization, and debt, hybrid and

equity raisings and sell-downs. The firm was named Best M&A House

(FinanceAsia) and Corporate Finance House of the Year (CFO Magazine) in 2008

and was awarded Deal of the Year and Best M&A Deal (FinanceAsia Japan Awards)

for its role as adviser to Lion Nathan on its A$8.2 billion acquisition by

Kirin and Best M&A Deal/Cross Border M&A Deal (FinanceAsia) in 2009 for its

role as adviser to OZ Minerals on the sale of certain assets to China

Minmetals.




    Greenhill Contacts:             Caliburn Contact:

    Richard J. Lieb                 Ross Thornton (Australia)

    Chief Financial Officer         FD Third Person

    (212) 389-1800                  +61(2)8298-6100

    Jeffrey Taufield (U.S)

    Kekst and Company

    (212) 521-4815



Business Finance Greenhill & Co., Inc. 3 image

    SOURCE:  Greenhill & Co., Inc.


    CONTACT: Greenhill Contacts: 


             Richard J. Lieb, 

             Chief Financial Officer,

             +1-212-389-1800, 


             Jeffrey Taufield (U.S), 

             Kekst and Company, 

             +1-212-521-4815;


             Caliburn Contact: 


             Ross Thornton (Australia), 

             FD Third Person, 

             +61 (2) 8298 6100


To view this and other AsiaNet releases please visit http://www.asianetnews.net






news articles logo NEWS ARTICLES
Contact News Articles |Remove this article