##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to
 Commission file number 001-32147
 Greenhill & Co., Inc.
  Delaware
(State of Incorporation)
    
    51-0500737
(I.R.S. Employer Identification No.)300 Park Avenue 
New York, New York
(Address of principal executive offices)
    
    10022
(Zip Code)
 Registrants telephone number (212) 389-1500
 þ o
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
  
 Item No.
    
    PagePart I. Financial Information
    
    
    41. Condensed Consolidated Financial Statements
    
    
    4Condensed Consolidated Statements of Financial Condition as of
March 31, 2009 (unaudited) and December 31, 2008
    
    
    4Condensed Consolidated Statements of Operations for the three
months ended March 31, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Comprehensive Income for
the three months ended March 31, 2009 and 2008 (unaudited)
    
    
    6Condensed Consolidated Statements of Changes in Equity for the
three months ended March 31, 2009 (unaudited) and year ended
December 31, 2008
    
    
    7Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2009 and 2008 (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    92. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    213. Quantitative and Qualitative Disclosures About Market Risk
    
    
    334. Controls and Procedures
    
    
    33Part II. Other Information
    
    
    341. Legal Proceedings
    
    
    341A. Risk Factors
    
    
    342. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    343. Defaults Upon Senior Securities
    
    
    344. Submission of Matters to a Vote of Security Holders
    
    
    345. Other Information
    
    
    356. Exhibits
    
    
    35Signature
    
    
    S-1ExhibitsEX-10.44EX-10.45EX-10.46EX-10.47EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
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AVAILABLE INFORMATION
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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Financial Condition
 As ofMarch 31,2009
    
    
    December 31,(unaudited)
    
    
    2008AssetsCash and cash equivalents
    
    $
    42,345,476
    
    
    $
    62,848,655Financial advisory fees receivable, net of
allowance for doubtful accounts of $0.0 million
and $0.3 million as of March 31, 2009 and
December 31, 2008, respectively
    
    
    56,680,585
    
    
    
    26,255,995Other receivables
    
    
    5,619,067
    
    
    
    4,434,227Property and equipment, net of accumulated
depreciation and amortization of $36.6 million
and $35.5 million as of March 31, 2009 and
December 31, 2008, respectively
    
    
    11,032,789
    
    
    
    12,074,207Investments in affiliated merchant banking funds
    
    
    70,193,342
    
    
    
    73,412,898Other investments
    
    
    35,053,304
    
    
    
    34,951,710Due from affiliates
    
    
    626,772
    
    
    
    455,615Goodwill
    
    
    15,628,769
    
    
    
    16,133,050Deferred tax asset
    
    
    36,345,336
    
    
    
    33,996,719Other assets
    
    
    1,555,026
    
    
    
    1,216,117Total assets
    
    $
    275,080,466
    
    
    $
    265,779,193Liabilities and EquityCompensation payable
    
    $
    4,410,432
    
    
    $
    19,448,513Accounts payable and accrued expenses
    
    
    10,990,532
    
    
    
    9,614,649Bank loan payable
    
    
    49,425,000
    
    
    
    26,500,000Taxes payable
    
    
    7,578,278
    
    
    
    10,149,231Total liabilities
    
    
    72,404,242
    
    
    
    65,712,393Common stock, par value $0.01 per share;
100,000,000 shares authorized, 33,053,161 and
32,830,423 shares issued as of
March 31, 2009 and December 31, 2008,
respectively; 28,114,706 and 27,981,150 shares outstanding as of March
31, 2009 and December 31, 2008, respectively
    
    
    330,532
    
    
    
    328,304Restricted stock units
    
    
    61,550,162
    
    
    
    59,525,357Additional paid-in capital
    
    
    221,681,095
    
    
    
    213,365,812Exchangeable shares of subsidiary; 257,156
shares issued and 208,418 shares outstanding as
of March 31, 2009 and December 31, 2008
    
    
    12,442,555
    
    
    
    12,442,555Retained earnings
    
    
    189,389,744
    
    
    
    189,357,441Accumulated other comprehensive income (loss)
    
    
    (19,227,258
    )
    
    
    (17,408,714
    )Treasury stock, at cost, par value $0.01 per
share; 4,938,455 and 4,849,273 shares as of
March 31, 2009 and December 31, 2008,
respectively
    
    
    (265,103,088
    )
    
    
    (259,361,550
    )Stockholders equity
    
    
    201,063,742
    
    
    
    198,249,205Noncontrolling interests
    
    
    1,612,482
    
    
    
    1,817,595Total equity
    
    
    202,676,224
    
    
    
    200,066,800Total liabilities and equity
    
    $
    275,080,466
    
    
    $
    265,779,193
 See accompanying notes to condensed consolidated financial statements (unaudited).
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##### Table of Contents



Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Income (unaudited)
 For the Three Months EndedMarch 31,2009
    
    
    2008RevenuesFinancial advisory fees
    
    $
    65,144,694
    
    
    $
    69,449,395Merchant banking revenue
    
    
    (3,390,755
    )
    
    
    4,530,815Interest income
    
    
    72,740
    
    
    
    1,400,175Total revenues
    
    
    61,826,679
    
    
    
    75,380,385ExpensesEmployee compensation and benefits
    
    
    28,440,274
    
    
    
    34,674,978Occupancy and equipment rental
    
    
    2,549,996
    
    
    
    2,614,948Depreciation and amortization
    
    
    1,153,761
    
    
    
    1,105,821Information services
    
    
    1,489,606
    
    
    
    1,733,482Professional fees
    
    
    1,432,116
    
    
    
    924,299Travel related expenses
    
    
    1,911,687
    
    
    
    1,946,894Interest expense
    
    
    353,646
    
    
    
    1,156,186Other operating expenses
    
    
    2,100,504
    
    
    
    1,192,062Total expenses
    
    
    39,431,590
    
    
    
    45,348,670Income before taxes
    
    
    22,395,089
    
    
    
    30,031,715Provision for taxes
    
    
    8,676,617
    
    
    
    10,869,653Consolidated net income
    
    
    13,718,472
    
    
    
    19,162,062Less: Net loss allocated to noncontrolling interests
    
    
    (179,643
    )
    
    
    (50,199
    )Net income allocated to common stockholders
    
    $
    13,898,115
    
    
    $
    19,212,261Average shares outstanding:Basic
    
    
    29,404,027
    
    
    
    28,116,288Diluted
    
    
    29,457,672
    
    
    
    28,190,108Earnings per share:Basic
    
    $
    0.47
    
    
    $
    0.68Diluted
    
    $
    0.47
    
    
    $
    0.68Dividends declared and paid per share
    
    $
    0.45
    
    
    $
    0.45
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Comprehensive Income (unaudited)
 For the Three Months EndedMarch 31,2009
    
    
    2008Consolidated net income
    
    $
    13,718,472
    
    
    $
    19,162,062Currency translation adjustment, net of tax
    
    
    (1,818,544
    )
    
    
    467,370Comprehensive income
    
    
    11,899,928
    
    
    
    19,629,432Less: Net loss allocated to noncontrolling interests
    
    
    (179,643
    )
    
    
    (50,199
    )Comprehensive income allocated to common stockholders
    
    $
    12,079,571
    
    
    $
    19,679,631
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Changes in Equity
 Three MonthsEndedMarch 31,
    
    
    Year Ended2009
    
    
    December 31,(unaudited)
    
    
    2008Common stock, par value $0.01 per shareCommon stock, beginning of the year
    
    $
    328,304
    
    
    $
    312,322Common stock issued
    
    
    2,228
    
    
    
    15,982Common stock, end of the period
    
    
    330,532
    
    
    
    328,304Restricted stock unitsRestricted stock units, beginning of the year
    
    
    59,525,357
    
    
    
    42,743,802Restricted stock units recognized
    
    
    10,342,401
    
    
    
    32,196,650Restricted stock units delivered
    
    
    (8,317,596
    )
    
    
    (15,415,095
    )Restricted stock units, end of the period
    
    
    61,550,162
    
    
    
    59,525,357Additional paid-in capitalAdditional paid-in capital, beginning of the year
    
    
    213,365,812
    
    
    
    126,268,395Common stock issued
    
    
    8,402,245
    
    
    
    85,940,317Tax benefit from the delivery of restricted stock units
    
    
    (86,962
    )
    
    
    1,157,100Additional paid-in capital, end of the period
    
    
    221,681,095
    
    
    
    213,365,812Exchangeable shares of subsidiaryExchangeable shares of subsidiary, beginning of the year
    
    
    12,442,555
    
    
    
    15,352,213Exchangeable shares of subsidiary delivered
    
    
    
    
    
    
    (2,909,658
    )Exchangeable shares of subsidiary, end of the period
    
    
    12,442,555
    
    
    
    12,442,555Retained earningsRetained earnings, beginning of the year
    
    
    189,357,441
    
    
    
    190,416,057Dividends
    
    
    (13,865,812
    )
    
    
    (50,036,686
    )Net income allocated to common shareholders
    
    
    13,898,115
    
    
    
    48,978,070Retained earnings, end of the period
    
    
    189,389,744
    
    
    
    189,357,441Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss), beginning of
the year
    
    
    (17,408,714
    )
    
    
    4,727,125Currency translation adjustment, net
    
    
    (1,818,544
    )
    
    
    (22,135,839
    )Accumulated other comprehensive income (loss), end of the period
    
    
    (19,227,258
    )
    
    
    (17,408,714
    )Treasury stock, at cost; par value $0.01 per shareTreasury stock, beginning of the year
    
    
    (259,361,550
    )
    
    
    (237,529,448
    )Repurchased
    
    
    (5,741,538
    )
    
    
    (21,832,102
    )Treasury stock, end of the period
    
    
    (265,103,088
    )
    
    
    (259,361,550
    )Total stockholders equity
    
    
    201,063,742
    
    
    
    198,249,205Noncontrolling interestsNoncontrolling interests, beginning of the year
    
    
    1,817,595
    
    
    
    2,253,122Net loss allocated to noncontrolling interests
    
    
    (179,643
    )
    
    
    (511,670
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    318,101Distributions to noncontrolling interests
    
    
    (43,470
    )
    
    
    (241,958
    )Noncontrolling interests, end of period
    
    
    1,612,482
    
    
    
    1,817,595Total equity
    
    $
    202,676,224
    
    
    $
    200,066,800
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
 For the Three Months EndedMarch 31,2009
    
    
    2008Operating activities:Consolidated net income
    
    
    13,718,472
    
    
    
    19,162,062Adjustments to reconcile consolidated net income to net
cash used in operating activities:Non-cash items included in net income:Depreciation and amortization
    
    
    1,153,761
    
    
    
    1,105,821Net investment losses
    
    
    7,854,533
    
    
    
    518,516Restricted stock units recognized and common stock issued
    
    
    10,431,707
    
    
    
    8,501,476Deferred taxes
    
    
    (2,348,617
    )
    
    
    Changes in operating assets and liabilities:Financial advisory fees receivable
    
    
    (30,424,590
    )
    
    
    3,130,189Due to (from) affiliates
    
    
    (171,157
    )
    
    
    (587,011
    )Other receivables and assets
    
    
    (1,523,749
    )
    
    
    (1,504
    )Compensation payable
    
    
    (15,038,081
    )
    
    
    (89,489,340
    )Accounts payable and accrued expenses
    
    
    1,375,883
    
    
    
    2,515,805Taxes payable
    
    
    (2,570,953
    )
    
    
    (8,945,906
    )Net cash used in operating activities
    
    
    (17,542,791
    )
    
    
    (64,089,892
    )Investing activities:Purchases of merchant banking investments
    
    
    (4,938,029
    )
    
    
    (12,251,838
    )Purchases of investments
    
    
    (525,000
    )
    
    
    (400,000
    )Proceeds from investments
    
    
    
    
    
    
    9,521,683Distributions from investments
    
    
    590,887
    
    
    
    3,963,045Purchases of property and equipment
    
    
    (233,067
    )
    
    
    (428,037
    )Net cash (used in) provided by investing activities
    
    
    (5,105,209
    )
    
    
    404,853Financing activities:Proceeds of revolving bank loan
    
    
    35,925,000
    
    
    
    19,250,000Repayment of revolving bank loan
    
    
    (13,000,000
    )
    
    
    (38,900,000
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    (216,379
    )Distributions to noncontrolling interests
    
    
    (43,470
    )
    
    
    Dividends paid
    
    
    (13,865,812
    )
    
    
    (13,093,751
    )Purchase of treasury stock
    
    
    (5,741,538
    )
    
    
    (8,719,591
    )Net tax benefit from the delivery of restricted stock units
and payment of dividend equivalents
    
    
    (86,962
    )
    
    
    115,286Net cash (used in) provided by financing activities
    
    
    3,205,218
    
    
    
    (41,564,435
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,060,397
    )
    
    
    852,479Net decrease in cash and cash equivalents
    
    
    (20,503,179
    )
    
    
    (104,396,995
    )Cash and cash equivalents, beginning of period
    
    
    62,848,655
    
    
    
    191,670,516Cash and cash equivalents, end of period
    
    $
    42,345,476
    
    
    $
    87,273,521Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    254,842
    
    
    $
    1,107,822Cash paid for taxes, net of refunds
    
    $
    13,625,570
    
    
    $
    18,827,501
 See accompanying notes to condensed consolidated financial statements (unaudited).
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##### Table of Contents



Note 1  Organization
   
    
    Financial advisory, which includes engagements relating to mergers, acquisitions,
financing advisory and restructurings, and fund placement advisory; and
    
    Merchant banking, which includes the management of outside capital invested in the
Companys merchant banking funds and other similar vehicles, primarily Greenhill Capital
Partners (GCP I), Greenhill Capital Partners II (GCP II), Greenhill Capital
Partners Europe (GCP Europe), and Greenhill SAV Partners (GSAVP together with GCP
I, GCP II and GCP Europe, the ''Greenhill Funds), and the Companys principal
investments in the Greenhill Funds and other merchant banking funds and similar vehicles.
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Note 2  Summary of Significant Accounting Policies
 Basis of Financial Information
    Noncontrolling Interests
   10




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##### Table of Contents



Revenue Recognition
 Financial Advisory Fees
   Merchant Banking and Other Revenues
     11




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##### Table of Contents



Investments
  Financial Advisory Fees Receivables
  Restricted Stock Units
  Earnings per Share
   Foreign Currency Translation
  12




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##### Table of Contents



Goodwill
  Property and Equipment
     Provision for Taxes
  Cash Equivalents
  Market/Credit Risks
  Financial Instruments and Fair Value
  Basis of Fair Value Measurement
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##### Table of Contents



Derivative Instruments
  Note 3  Investments
 Affiliated Merchant Banking Investments
      For the Three Months EndedMarch 31,2009
    
    
    2008(in thousands, unaudited)Management fees
    
    $
    4,464
    
    
    $
    5,049Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    (7,131
    )
    
    
    1,180Net realized and unrealized merchant banking profit overrides
    
    
    (300
    )
    
    
    (1,100
    )Other realized and unrealized investment loss
    
    
    (424
    )
    
    
    (598
    )Total merchant banking revenue
    
    $
    (3,391
    )
    
    $
    4,531
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##### Table of Contents



As of
    
    
    As ofMarch 31,
    
    
    December 31,2009
    
    
    2008(in thousands, unaudited)Investment in GCP I
    
    $
    7,333
    
    
    $
    8,469Investment in GCP II
    
    
    49,626
    
    
    
    55,852Investment in GSAVP
    
    
    3,521
    
    
    
    2,730Investment in GCPE
    
    
    9,713
    
    
    
    6,362Total investments in affiliated merchant banking funds
    
    $
    70,193
    
    
    $
    73,413
    As of
    
    As ofMarch 31,
    
    December 31,2009
    
    2008(in thousands, unaudited)Cash
    
    $
    10,514
    
    
    $
    14,736Portfolio investments
    
    
    55,601
    
    
    
    55,970Total assets
    
    
    66,118
    
    
    
    70,716Total liabilities
    
    
    2,702
    
    
    
    2,310Partners capital
    
    
    63,416
    
    
    
    68,406
 For the Three Months EndedMarch 31,2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized losses on investments
    
    $
    (369
    )
    
    $
    (27,846
    )Investment income
    
    
    19
    
    
    
    310Expenses
    
    
    (147
    )
    
    
    (234
    )Net loss
    
    $
    (497
    )
    
    $
    (27,770
    )
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As of
    
    As ofMarch 31,
    
    December 31,2009
    
    2008(in thousands, unaudited)Cash
    
    $
    9,771
    
    
    $
    4,393Portfolio investments
    
    
    466,622
    
    
    
    528,178Total assets
    
    
    478,795
    
    
    
    533,123Total liabilities
    
    
    7,572
    
    
    
    856Partners capital
    
    
    471,223
    
    
    
    532,267
 For the Three Months EndedMarch 31,2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized gains (losses) on investments
    
    $
    (59,399
    )
    
    $
    48,924Investment income
    
    
    528
    
    
    
    5,801Expenses
    
    
    (2,174
    )
    
    
    (3,666
    )Net income (loss)
    
    $
    (61,045
    )
    
    $
    51,059
 Other Investments
  As of
    
    
    As ofMarch 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Barrow Street Capital II, LLC
    
    $
    4,261
    
    
    $
    3,736Iridium 5% Convertible Note
    
    
    22,900
    
    
    
    22,900GHLAC Common Stock and GHLAC Warrants
    
    
    7,892
    
    
    
    8,316Total other investments
    
    $
    35,053
    
    
    $
    34,952
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Fair Value Hierarchy
  Assets Measured at Fair Value on a Recurring Basis as of March 31, 2009
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Balance asFor
    
    
    Observable
    
    
    Unobservable
    
    
    ofIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    March 31,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2009(in thousands, unaudited)AssetsIridium 5% Convertible Note
    
    $
    
    
    
    $
    
    
    
    $
    22,900
    
    
    $
    22,900GHLAC Warrants1
    
    
    
    
    
    
    
    
    
    
    7,872
    
    
    
    7,872Total investments
    
    $
    
    
    
    $
    
    
    
    $
    30,772
    
    
    $
    30,772
 Assets Measured at Fair Value on a Recurring Basis as of December 31, 2008
 Quoted Prices in
    
    
    
    
    
    
    
    
    
    
    Balance asActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    OfFor
    
    
    Observable
    
    
    Unobservable
    
    
    DecemberIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    31,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2008(in thousands, unaudited)AssetsIridium 5% Convertible Note
    
    $
    
    
    
    $
    
    
    
    $
    22,900
    
    
    $
    22,900GHLAC Warrants1
    
    
    
    
    
    
    
    
    
    
    8,295
    
    
    
    8,295Total investments
    
    $
    
    
    
    $
    
    
    
    $
    31,195
    
    
    $
    31,195
 Level 3 Gains and Losses
  Beginning
    
    
    
    
    
    
    
    
    
    
    Purchases,
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Sales, Other
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    Settlements and
    
    
    in and/or
    
    
    March 31,2009
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 3
    
    
    2009(in thousands, unaudited)AssetsIridium 5% Convertible
Note
    
    $
    22,900
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,900GHLAC Warrants1
    
    
    8,295
    
    
    
    
    
    
    
    (423
    )
    
    
    
    
    
    
    
    
    
    
    7,872Total investments
    
    $
    31,195
    
    
    $
    
    
    
    $
    (423
    )
    
    $
    
    
    
    $
    
    
    
    $
    30,772
  
 1
    
    The GHLAC Warrants consist of the founder warrants and
the private placement warrants discussed in Note 1. 17




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Note 4  Related Parties
   Note 5  Revolving Bank Loan Facility
  Note 6 Equity
     18




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##### Table of Contents



Note 7  Earnings Per Share
  For the Three Months EndedMarch 31,2009
    
    
    2008(in thousands, exceptper share amounts, unaudited)Numerator for basic and diluted EPS net income available to
common stockholders
    
    $
    13,898
    
    
    $
    19,212Denominator for basic EPS  weighted average number of shares
    
    
    29,404
    
    
    
    28,116Add  dilutive effect of:Weighted average number of incremental shares issuable
from restricted stock units
    
    
    54
    
    
    
    74Denominator for diluted EPS  weighted average number of
shares and dilutive potential shares
    
    
    29,458
    
    
    
    28,190Earnings per share:Basic
    
    $
    0.47
    
    
    $
    0.68Diluted
    
    $
    0.47
    
    
    $
    0.68
 Note 8  Income Taxes
     Note 9  Regulatory Requirements
   19




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##### Table of Contents



Note 10  Business Information
     For the Three Months EndedMarch 31, 2009
    
    
    March 31, 2008% of
    
    
    
    
    
    
    % ofAmount
    
    
    Total
    
    
    Amount
    
    
    Total(in millions, unaudited)Financial advisory
    
    $
    65.1
    
    
    NM
    
    $
    69.5
    
    
    
    92
    %Merchant
banking and other revenues
    
    
    (3.3
    )
    
    NM
    
    
    5.9
    
    
    
    8
    %Total revenue
    
    $
    61.8
    
    
    
    100
    %
    
    $
    75.4
    
    
    
    100
    %
  Note 11  Subsequent Event
  20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 In this Managements Discussion and Analysis of Financial Condition and Results of Operations,
we, ''our, ''firm and ''us refer to Greenhill & Co., Inc.
 Cautionary Statement Concerning Forward-Looking Statements
 The following discussion should be read in conjunction with our condensed consolidated
financial statements and the related notes that appear elsewhere in this report. We have made
statements in this discussion that are forward-looking statements. In some cases, you can identify
these statements by forward-looking words such as ''may, ''might, ''will, ''should,
expect, ''plan, ''anticipate, ''believe, ''estimate, ''predict, ''potential or
continue, the negative of these terms and other comparable terminology. These forward-looking
statements, which are subject to risks, uncertainties and assumptions about us, may include
projections of our future financial performance, based on our growth strategies and anticipated
trends in our business. These statements are only predictions based on our current expectations and
projections about future events. There are important factors that
could cause our actual results, level of activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed or implied by the forward-looking
statements. These factors include, but are not limited to, those discussed in our Report on Form
10-K under the caption ''Risk Factors.
 Although we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance or achievements. You
should not rely upon forward-looking statements as predictions of future events. We are under no
duty to update any of these forward-looking statements after the date hereof.
 Overview
  
    
    Financial advisory, which includes engagements relating to mergers and acquisitions,
financing advisory and restructuring, and fund placement advisory; and
 
    
    Merchant banking, which includes the management of outside capital invested in the
firms merchant banking funds and other similar vehicles, primarily Greenhill Capital
Partners (GCP I), Greenhill Capital Partners II (GCP II), Greenhill Capital Partners
Europe (GCP Europe), and Greenhill SAV Partners (GSAVP together with GCP I, GCP II,
and GCP Europe, the Greenhill Funds), and the firms principal investments in the
Greenhill Funds and other merchant banking funds and similar vehicles.
   21




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##### Table of Contents



Business Environment
  2
  
 2
    
    Source: Thomson Financial as of April 27, 2009. 22




---



##### Table of Contents



Results of Operations
 Summary
  Our quarterly revenues and net income can fluctuate materially depending on the number and
size of completed transactions on which we advised, the number and size of merchant banking gains
(or losses) and other factors. Accordingly, the revenues and net income in any particular quarter
may not be indicative of future results.
 Revenues By Source
  Revenue by Principal Source of Revenue
 For the Three Months EndedMarch 31, 2009
    
    
    March 31, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    65.1
    
    
    NM
    
    $
    69.5
    
    
    
    92
    %Merchant
banking and other revenues
    
    
    (3.3
    )
    
    NM
    
    
    5.9
    
    
    
    8
    %Total revenues
    
    $
    61.8
    
    
    
    100
    %
    
    $
    75.4
    
    
    
    100
    %
 Financial Advisory Revenues
   23




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##### Table of Contents




    
    The acquisition by Roche Holding Ltd., of the outstanding publicly held interest in
Genentech, Inc; and
 
    
    The sale by TUI AG of its shipping division Hapag-Lloyd AG to Albert Ballin Holding
GmbH & Co. KG.
 Merchant
Banking and Other Revenues
  For the Three MonthsEnded March 31,2009
    
    
    2008(in millions, unaudited)Management fees
    
    $
    4.5
    
    
    $
    5.0Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    (7.1
    )
    
    
    1.2Net realized and unrealized merchant banking profit overrides
    
    
    (0.3
    )
    
    
    (1.1
    )Other realized and unrealized investment income
    
    
    (0.4
    )
    
    
    (0.6
    )Interest income
    
    
    
    
    
    
    1.4Total merchant banking and other revenues
    
    $
    (3.3
    )
    
    $
    5.9
    24




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##### Table of Contents



The investment gains or losses in our investment portfolio may fluctuate significantly over
time due to factors beyond our control, such as individual portfolio company performance, equity
market valuations, commodity prices and merger and acquisition opportunities. Revenue recognized
from gains (or losses) recorded in any particular period are not necessarily indicative of revenue
that may be realized and/or recognized in future periods.
 Operating Expenses
    25




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##### Table of Contents



For the Three MonthsEnded March 31,2009
    
    
    2008(in millions, unaudited)Employee compensation & benefits expense
    
    $
    28.4
    
    
    $
    34.7% of revenues
    
    
    46
    %
    
    
    46
    %Non-compensation expense
    
    
    11.0
    
    
    
    10.7% of revenues
    
    
    18
    %
    
    
    14
    %Total operating expense
    
    
    39.4
    
    
    
    45.4% of revenues
    
    
    64
    %
    
    
    60
    %Total income before tax
    
    
    22.4
    
    
    
    30.0Pre-tax income margin
    
    
    36
    %
    
    
    40
    %
 Compensation
and Benefits Expenses
  Our compensation expense is generally based upon revenue and can fluctuate materially in any
particular quarter depending upon the amount of revenue recognized as well as other factors.
Accordingly, the amount of compensation expense recognized in any particular quarter may not be
indicative of compensation expense in a future period
 Non-Compensation Expenses
    The firms non-compensation expenses as a percentage of revenue can vary as a result of a
variety of factors including fluctuation in quarterly revenue amounts, the amount of recruiting and
business development activity, the amount of reimbursement of engagement-related expenses by
clients, the amount of short term borrowings, interest rate and currency movements and other
factors. Accordingly, the non-compensation expenses as a percentage of revenue in any particular
quarter may not be indicative of the non-compensation expenses as a percentage of revenue in future
periods.
 Provision for Income Taxes
  26




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##### Table of Contents



The effective tax rate can fluctuate as a result of variations in the relative amounts of
advisory and merchant banking income earned in the tax jurisdictions in which the firm operates and
invests. Accordingly, the effective tax rate in any particular quarter may not be indicative of the
effective tax rate in future periods.
 Liquidity and Capital Resources
        27




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Cash Flows
   Market Risk
   28




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##### Table of Contents



Critical Accounting Policies and Estimates
  Basis of Financial Information
   29




---



##### Table of Contents



Noncontrolling
Interests
   Revenue Recognition
 Financial Advisory Fees
   Merchant
Banking and Other Revenues
    30




---



##### Table of Contents



Investments
  Restricted Stock Units
  Earnings per Share
   31




---



##### Table of Contents



Provision for Taxes
  Market/Credit Risks
  Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     Derivative Instruments
  32




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   33




---



##### Table of Contents



Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A: Risk Factors
  
 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    ApproximateShares Purchased
    
    Dollar Value ofas Part of
    
    Shares that MayTotal Number of
    
    
    
    
    
    Publicly
    
    Yet Be PurchasedShares
    
    Average Price
    
    Announced Plan
    
    under the PlansPeriod
    
    Repurchased1
    
    Paid Per Share
    
    or Programs
    
    or Programs2January 1  January 31
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    85,000,605February 1  February 28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1  March 31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1
    
    Excludes 89,182 shares the Company is deemed to have repurchased at $64.38 from
employees in conjunction with the payment of tax liabilities in respect of stock delivered to
employees in settlement of restricted stock units.2
    
    Effective January 31, 2009 the Board of Directors authorization for the repurchase of
up to $100,000,000 in common stock in the open market expired. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Nominee
    
    For
    
    WithheldRobert F. Greenhill
    
    
    24,666,763
    
    
    
    2,255,009Scott L. Bok
    
    
    26,349,603
    
    
    
    572,169Simon A. Borrows
    
    
    26,349,595
    
    
    
    572,177Robert T. Blakely
    
    
    26,707,331
    
    
    
    224,441John C. Danforth
    
    
    26,734,658
    
    
    
    187,114Steven F. Goldstone
    
    
    26,725,098
    
    
    
    196,674Stephen L. Key
    
    
    26,725,093
    
    
    
    196,679
  34




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
 EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Reorganization Agreement and Plan of Merger of Greenhill &
Co. Holdings, LLC (incorporated by reference to Exhibit 2.1
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).3.1
    
    Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on October
29, 2007).3.2
    
    Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Registrants registration statement on
Form S-1/A (No. 333-113526) filed on May 5, 2004).4.1
    
    Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Registrants registration statement
on Form S-1/A (No. 333-113526) filed on April 30, 2004).10.1
    
    Form of Greenhill & Co, Inc. Transfer Rights Agreement
(incorporated by reference to Exhibit 10.1 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.2
    
    Form of Greenhill & Co., Inc. Employment, Non-Competition
and Pledge Agreement (incorporated by reference to Exhibit
10.2 to the Registrants registration statement on Form
S-1/A (No. 333-113526) filed on April 20, 2004).10.4
    
    Form of U.K. Non-Competition and Pledge Agreement
(incorporated by reference to Exhibit 10.4 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).10.5
    
    Equity Incentive Plan (incorporated by reference to Exhibit
10.5 to the Registrants registration statement on Form
S-1/A (No. 333-113526) filed on April 20, 2004).10.6
    
    Form of Indemnification Agreement (incorporated by
reference to Exhibit 10.6 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).10.7
    
    Tax Indemnification Agreement (incorporated by reference to
Exhibit 10.7 to the Registrants registration statement on
Form S-1/A (No. 333-113526) filed on April 20, 2004).10.8
    
    Loan Agreement (Line of Credit) dated as of December 31,
2003 between First Republic Bank and Greenhill & Co.
Holdings, LLC (incorporated by reference to Exhibit 10.8 to
the Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).10.9
    
    Security Agreement dated as of December 31, 2003 between
Greenhill Fund Management Co., LLC and First Republic Bank
(incorporated by reference to Exhibit 10.9 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).
 35




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##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    Agreement for Lease dated February 18, 2000 between TST 300
Park, L.P. and Greenhill & Co., LLC (incorporated by
reference to Exhibit 10.10 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).10.11
    
    First Amendment of Lease dated June 15, 2000 between TST
300 Park, L.P. and Greenhill & Co., LLC (incorporated by
reference to Exhibit 10.11 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).10.12
    
    Agreement for Lease dated April 21, 2000 between TST 300
Park, L.P. and McCarter & English, LLP (incorporated by
reference to Exhibit 10.12 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).10.13
    
    Assignment and Assumption of Lease dated October 3, 2003
between McCarter & English, LLP and Greenhill & Co., LLC
(incorporated by reference to Exhibit 10.13 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.14
    
    Sublease Agreement dated January 1, 2004 between Greenhill
Aviation Co., LLC and Riversville Aircraft Corporation
(incorporated by reference to Exhibit 10.14 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.15
    
    Agreement of Limited Partnership of GCP, L.P. dated as of
June 29, 2000 (incorporated by reference to Exhibit 10.15
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).10.16
    
    GCP, LLC Limited Liability Company Agreement dated as of
June 27, 2000 (incorporated by reference to Exhibit 10.16
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).10.17
    
    Amended and Restated Agreement of Limited Partnership of
Greenhill Capital, L.P., dated as of June 30, 2000
(incorporated by reference to Exhibit 10.17 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.18
    
    Amendment to the Amended and Restated Agreement of Limited
Partnership of Greenhill Capital, L.P. dated as of May 31,
2004 (incorporated by reference to Exhibit 10.18 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.19
    
    Amended and Restated Agreement of Limited Partnership of
GCP Managing Partner, L.P. dated as of May 31, 2004
(incorporated by reference to Exhibit 10.19 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).10.20
    
    Form of Assignment and Subscription Agreement dated as of
January 1, 2004 (incorporated by reference to Exhibit 10.20
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).10.21
    
    Form of Greenhill & Co., Inc Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year
Ratable Vesting (incorporated by reference to Exhibit 10.21
to the Registrants Quarterly Report on Form 10-Q for the
period ended September 30, 2004).
 36




---



##### Table of Contents



ExhibitNumber
    
    Description10.22
    
    Form of Greenhill & Co., Inc Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year Cliff
Vesting (incorporated by reference to Exhibit 10.22 to the
Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 2004).10.23
    
    Form of Greenhill & Co., Inc. Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year
Ratable Vesting (incorporated by reference to Exhibit 10.23
to the Registrants registration statement on Form S-1/A
(No. 333-112526) filed on April 30, 2004).10.24
    
    Form of Greenhill & Co., Inc. Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year Cliff
Vesting (incorporated by reference to Exhibit 10.24 to the
Registrants registration statement on Form S-1/A (No.
333-112526) filed on April 30, 2004).10.25
    
    Amended and Restated Agreement of Limited Partnership of
Greenhill Capital Partners (Employees) II, L.P. dated as of
March 31, 2005 (incorporated by reference to Exhibit 99.2
of the Registrants report on Form 8-K filed on April 5,
2005).10.26
    
    Amended and Restated Agreement of Limited Partnership of
GCP Managing Partner II, L.P. dated as of March 31, 2005
(incorporated by reference to Exhibit 99.3 of the
Registrants Current Report on Form 8-K filed on April 5,
2005).10.27
    
    Form of Agreement for Sublease by and between Wilmer,
Cutler, Pickering, Hale & Dorr LLP and Greenhill & Co.,
Inc. (incorporated by reference to Exhibit 10.27 to the
Registrants Quarterly Report on Form 10-Q for the period
ended June 30, 2005).10.28
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification  Five Year Ratable Vesting
(incorporated by reference to Exhibit 10.28 to the
Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 2005).10.29
    
    Form of Senior Advisor Employment and Non-Competition
Agreement (incorporated by reference to Exhibit 10.29 to
the Registrants Quarterly Report on Form 10-Q for the
period ended September 30, 2005).10.30
    
    Form of Agreement for the Sale of the 7th Floor,
Lansdowne House, Berkeley Square, London, among Pillar
Property Group Limited, Greenhill & Co. International LLP,
Greenhill & Co., Inc. and Union Property Holdings (London)
Limited (incorporated by reference to Exhibit 10.30 to the
Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2005).10.31
    
    Loan Agreement dated as of January 31, 2006 by and between
First Republic Bank and Greenhill & Co., Inc. (incorporated
by reference to Exhibit 10.31 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
2005).10.32
    
    Form of Agreement of Limited Partnership of GSAV
(Associates), L.P. (incorporated by reference to Exhibit
10.35 to the Registrants Quarterly Report on Form 10-Q for
the period ended March 31, 2006).
 37




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##### Table of Contents



ExhibitNumber
    
    Description10.33
    
    Form of Agreement of Limited Partnership of GSAV GP, L.P.
(incorporated by reference to Exhibit 10.35 to the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2006).10.34
    
    Form of First Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.34 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
2006).10.35
    
    Form of Second Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.35 to the Registrants Quarterly
Report on Form 10-Q for the period ended March 31, 2007).10.36
    
    Form of Third Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.36 to the Registrants Quarterly
Report on Form 10-Q for the period ended June 30, 2007).10.37
    
    Form of Third-Party Security Agreement (Management and
Advisory Fees) by and between Greenhill Capital Partners,
LLC and First Republic Bank (incorporated by reference to
Exhibit 10.37 to the Registrants Quarterly Report on Form
10-Q for the period ended June 30, 2007).10.38
    
    Form of Amended and Restated Limited Partnership Agreement
for Greenhill Capital Partners Europe (Employees), L.P.
(incorporated by reference to Exhibit 10.38 to the
Registrants Quarterly Report on Form 10-Q for the period
ended June 30, 2007).10.39
    
    Form of Amended and Restated Limited Partnership Agreement
for GCP Europe General Partnership L.P. (incorporated by
reference to Exhibit 10.39 to the Registrants Quarterly
Report on Form 10-Q for the period ended June 30, 2007).10.40
    
    Form of Fourth Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.40 to the Registrants Annual
Report on Form 10-K for the year ended December 31, 2007).10.41
    
    Form of Third-Party Security Agreement (Management and
Advisory Fees) by and between Greenhill Venture Partners,
LLC and First Republic Bank (incorporated by reference to
Exhibit 10.41 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2007).10.42
    
    Form of Reaffirmation of and Amendment to Form of
Third-Party Security Agreement (Management and Advisory
Fees) by and between Greenhill Capital Partners, LLC and
First Republic Bank (incorporated by reference to Exhibit
10.42 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2007).10.43
    
    Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit 10.43 to the Registrants Quarterly
Report on Form 10-Q for the period ending March 31, 2008).10.44*
    
    Amended and Restated Equity Incentive Plan.
 38




---



##### Table of Contents



ExhibitNumber
    
    Description10.45*
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification (MDs)  Five Year Ratable
Vesting.10.46*
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification (MDs)  Five Year Cliff Vesting.10.47*
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification (non-MDs)  Five Year Ratable
Vesting.31.1*
    
    Certification of Co-Chief Executive Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Co-Chief Executive Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.3*
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Co-Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Co-Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.3*
    
    Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 39




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##### Table of Contents



Signatures
   GREENHILL & CO., INC.By:
    /s/ SCOTT L. BOKName:
    Scott L. BokTitle:
    Co-Chief Executive OfficerBy:
    /s/ SIMON A. BORROWSName:
    Simon A. BorrowsTitle:
    Co-Chief Executive OfficerBy:
    /s/ RICHARD J. LIEBName:
    Richard J. LiebTitle:
    Chief Financial Officer S-1