UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 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
    
    51-0500737(State of Incorporation)
    
    (I.R.S. Employer Identification No.)300 Park AvenueNew York, New York
    
    10022(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number (212) 389-1500
 þ o
 o o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial Statements
    
    
    4Condensed Consolidated Statements of Financial Condition as of
September 30, 2009 (unaudited) and December 31, 2008
    
    
    4Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Comprehensive Operations
for the three and nine months ended September 30, 2009 and 2008
(unaudited)
    
    
    6Condensed Consolidated Statements of Changes in Equity for the
nine months ended September 30, 2009 (unaudited) and year ended
December 31, 2008
    
    
    7Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2009 and 2008 (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    9Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    23Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4.
    
    Controls and Procedures
    
    
    37PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    38Item 1A.
    
    Risk Factors
    
    
    38Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3.
    
    Defaults Upon Senior Securities
    
    
    38Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    38Item 5.
    
    Other Information
    
    
    38Item 6.
    
    Exhibits
    
    
    39Signatures
    
    
    
    
    S-1Exhibits
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AVAILABLE INFORMATION
   3




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Part
I  Financial Information
 Item 1. Financial Statements
 Greenhill & Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition
 As ofSeptember 30,2009(unaudited)
    
    
    December 31, 2008AssetsCash and cash equivalents
    
    $
    58,581,450
    
    
    $
    62,848,655Financial advisory fees receivable, net of
allowance for doubtful accounts of $0.0 million
and $0.3 million as of September 30, 2009 and
December 31, 2008, respectively
    
    
    18,524,497
    
    
    
    26,255,995Other receivables
    
    
    4,533,831
    
    
    
    4,434,227Property and equipment, net of accumulated
depreciation and amortization of $39.1 million
and $35.5 million as of September 30, 2009 and
December 31, 2008, respectively
    
    
    11,783,794
    
    
    
    12,074,207Investments in affiliated merchant banking funds
    
    
    72,885,643
    
    
    
    73,412,898Other investments
    
    
    105,661,747
    
    
    
    34,951,710Due from affiliates
    
    
    214,206
    
    
    
    455,615Goodwill
    
    
    18,418,073
    
    
    
    16,133,050Deferred tax asset
    
    
    37,862,756
    
    
    
    33,996,719Other assets
    
    
    692,601
    
    
    
    1,216,117Total assets
    
    $
    329,158,598
    
    
    $
    265,779,193Liabilities and EquityCompensation payable
    
    $
    27,822,716
    
    
    $
    19,448,513Accounts payable and accrued expenses
    
    
    8,229,659
    
    
    
    9,614,649Bank loan payable
    
    
    33,600,000
    
    
    
    26,500,000Taxes payable
    
    
    15,405,661
    
    
    
    10,149,231Total liabilities
    
    
    85,058,036
    
    
    
    65,712,393Common stock, par value $0.01 per share;
100,000,000 shares authorized, 33,209,828 and
32,830,423 shares issued as of September 30,
2009 and December 31, 2008, respectively;
28,230,847 and 27,981,150 shares outstanding as
of September 30, 2009 and December 31, 2008,
respectively
    
    
    332,098
    
    
    
    328,304Restricted stock units
    
    
    78,447,709
    
    
    
    59,525,357Additional paid-in capital
    
    
    230,195,469
    
    
    
    213,365,812Exchangeable shares of subsidiary; 257,156
shares issued and 154,774 shares outstanding as
of September 30, 2009, and 257,156 shares
issued and 208,418 shares outstanding as of
December 31, 2008
    
    
    9,240,008
    
    
    
    12,442,555Retained earnings
    
    
    201,931,396
    
    
    
    189,357,441Accumulated other comprehensive income (loss)
    
    
    (9,392,881
    )
    
    
    (17,408,714
    )Treasury stock, at cost, par value $0.01 per
share; 4,978,981 and 4,849,273 shares as of
September 30, 2009 and December 31, 2008,
respectively
    
    
    (268,250,489
    )
    
    
    (259,361,550
    )Stockholders equity
    
    
    242,503,310
    
    
    
    198,249,205Noncontrolling interests
    
    
    1,597,252
    
    
    
    1,817,595Total equity
    
    
    244,100,562
    
    
    
    200,066,800Total liabilities and equity
    
    $
    329,158,598
    
    
    $
    265,779,193
 See accompanying notes to condensed consolidated financial statements (unaudited).
 4




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Greenhill & Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesFinancial advisory fees
    
    $
    42,372,024
    
    
    $
    37,004,234
    
    
    $
    153,028,318
    
    
    $
    156,346,539Merchant banking and other revenues
    
    
    73,891,141
    
    
    
    (52,784,104
    )
    
    
    78,845,984
    
    
    
    9,475,352Interest income
    
    
    19,366
    
    
    
    842,371
    
    
    
    335,644
    
    
    
    3,290,670Total revenues
    
    
    116,282,531
    
    
    
    (14,937,499
    )
    
    
    232,209,946
    
    
    
    169,112,561ExpensesEmployee compensation and benefits
    
    
    53,160,789
    
    
    
    (6,645,647
    )
    
    
    106,816,575
    
    
    
    77,867,522Occupancy and equipment rental
    
    
    2,749,011
    
    
    
    2,548,104
    
    
    
    8,321,841
    
    
    
    7,934,040Depreciation and amortization
    
    
    906,538
    
    
    
    1,174,515
    
    
    
    3,338,119
    
    
    
    3,426,871Information services
    
    
    1,635,444
    
    
    
    1,465,913
    
    
    
    4,381,438
    
    
    
    4,524,917Professional fees
    
    
    1,688,432
    
    
    
    959,870
    
    
    
    4,672,684
    
    
    
    3,171,844Travel related expenses
    
    
    1,726,584
    
    
    
    2,006,562
    
    
    
    5,622,752
    
    
    
    5,605,677Interest expense
    
    
    291,300
    
    
    
    858,149
    
    
    
    986,904
    
    
    
    2,925,490Other operating expenses
    
    
    2,761,412
    
    
    
    1,582,924
    
    
    
    7,163,447
    
    
    
    5,490,851Total expenses
    
    
    64,919,510
    
    
    
    3,950,390
    
    
    
    141,303,760
    
    
    
    110,947,212Income before taxes
    
    
    51,363,021
    
    
    
    (18,887,889
    )
    
    
    90,906,186
    
    
    
    58,165,349Provision benefit (loss) for taxes
    
    
    21,253,312
    
    
    
    (6,708,991
    )
    
    
    36,784,688
    
    
    
    21,887,838Consolidated net income (loss)
    
    
    30,109,709
    
    
    
    (12,178,898
    )
    
    
    54,121,498
    
    
    
    36,277,511Less: Net income (loss) allocated to
noncontrolling interests
    
    
    65,490
    
    
    
    (490,443
    )
    
    
    (113,644
    )
    
    
    (164,667
    )Net income (loss) allocated to
common stockholders
    
    $
    30,044,219
    
    
    $
    (11,688,455
    )
    
    $
    54,235,142
    
    
    $
    36,442,178Average shares outstanding:Basic
    
    
    29,662,743
    
    
    
    27,893,391
    
    
    
    29,589,471
    
    
    
    27,944,588Diluted
    
    
    29,788,164
    
    
    
    27,893,391
    
    
    
    29,673,149
    
    
    
    28,001,482Earnings (loss) per share:Basic
    
    $
    1.01
    
    
    $
    (0.42
    )
    
    $
    1.83
    
    
    $
    1.30Diluted
    
    $
    1.01
    
    
    $
    (0.42
    )
    
    $
    1.83
    
    
    $
    1.30Dividends declared and paid per share
    
    $
    0.45
    
    
    $
    0.45
    
    
    $
    1.35
    
    
    $
    1.35
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Operations (unaudited)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Consolidated net income (loss)
    
    $
    30,109,709
    
    
    $
    (12,178,898
    )
    
    $
    54,121,498
    
    
    $
    36,277,511Currency translation adjustment, net of tax
    
    
    1,084,997
    
    
    
    (10,216,306
    )
    
    
    8,015,833
    
    
    
    (9,363,946
    )Comprehensive income (loss)
    
    
    31,194,706
    
    
    
    (22,395,204
    )
    
    
    62,137,331
    
    
    
    26,913,565Less: Net income (loss) allocated to
noncontrolling interests
    
    
    65,490
    
    
    
    (490,443
    )
    
    
    (113,644
    )
    
    
    (164,667
    )Comprehensive income (loss) allocated
to common stockholders
    
    $
    31,129,216
    
    
    $
    (21,904,761
    )
    
    $
    62,250,975
    
    
    $
    27,078,232
 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
 Nine Months EndedSeptember 30,
    
    
    Year Ended2009
    
    
    December 31,(unaudited)
    
    
    2008Common stock, par value $0.01 per shareCommon stock, beginning of the year
    
    $
    328,304
    
    
    $
    312,322Common stock issued
    
    
    3,794
    
    
    
    15,982Common stock, end of the period
    
    
    332,098
    
    
    
    328,304Restricted stock unitsRestricted stock units, beginning of the year
    
    
    59,525,357
    
    
    
    42,743,802Restricted stock units recognized
    
    
    30,792,004
    
    
    
    32,196,650Restricted stock units delivered
    
    
    (11,869,652
    )
    
    
    (15,415,095
    )Restricted stock units, end of the period
    
    
    78,447,709
    
    
    
    59,525,357Additional paid-in capitalAdditional paid-in capital, beginning of the year
    
    
    213,365,812
    
    
    
    126,268,395Common stock issued
    
    
    15,287,116
    
    
    
    85,940,317Tax benefit from the delivery of restricted stock units
    
    
    1,542,541
    
    
    
    1,157,100Additional paid-in capital, end of the period
    
    
    230,195,469
    
    
    
    213,365,812Exchangeable shares of subsidiaryExchangeable shares of subsidiary, beginning of the year
    
    
    12,442,555
    
    
    
    15,352,213Exchangeable shares of subsidiary delivered
    
    
    (3,202,547
    )
    
    
    (2,909,658
    )Exchangeable shares of subsidiary, end of the period
    
    
    9,240,008
    
    
    
    12,442,555Retained earningsRetained earnings, beginning of the year
    
    
    189,357,441
    
    
    
    190,416,057Dividends
    
    
    (41,661,187
    )
    
    
    (50,036,686
    )Net income allocated to common shareholders
    
    
    54,235,142
    
    
    
    48,978,070Retained earnings, end of the period
    
    
    201,931,396
    
    
    
    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 of tax
    
    
    8,015,833
    
    
    
    (22,135,839
    )Accumulated other comprehensive income (loss), end of the period
    
    
    (9,392,881
    )
    
    
    (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
    
    
    (8,888,939
    )
    
    
    (21,832,102
    )Treasury stock, end of the period
    
    
    (268,250,489
    )
    
    
    (259,361,550
    )Total stockholders equity
    
    
    242,503,310
    
    
    
    198,249,205Noncontrolling interestsNoncontrolling interests, beginning of the year
    
    
    1,817,595
    
    
    
    2,253,128Net loss allocated to noncontrolling interests
    
    
    (113,644
    )
    
    
    (511,670
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    318,095Distributions to noncontrolling interests
    
    
    (124,699
    )
    
    
    (241,958
    )Noncontrolling interests, end of period
    
    
    1,597,252
    
    
    
    1,817,595Total equity
    
    $
    244,100,562
    
    
    $
    200,066,800
 See accompanying notes to condensed consolidated financial statements (unaudited).
 7




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Greenhill & Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
 For the Nine Months EndedSeptember 30,2009
    
    
    2008Operating activities:Consolidated net income
    
    $
    54,121,498
    
    
    $
    36,277,511Adjustments to reconcile consolidated net income to net
cash provided by (used in) operating activities:Non-cash items included in net income:Depreciation and amortization
    
    
    3,338,119
    
    
    
    3,426,871Net investment losses (gains)
    
    
    (65,692,917
    )
    
    
    5,224,244Restricted stock units recognized and common stock issued
    
    
    31,015,885
    
    
    
    24,232,717Deferred taxes
    
    
    (3,866,037
    )
    
    
    Changes in operating assets and liabilities:Financial advisory fees receivable
    
    
    7,731,498
    
    
    
    10,248,884Due to (from) affiliates
    
    
    241,409
    
    
    
    (1,155,195
    )Other receivables and assets
    
    
    463,564
    
    
    
    95,309Compensation payable
    
    
    8,374,203
    
    
    
    (91,930,489
    )Accounts payable and accrued expenses
    
    
    (1,384,990
    )
    
    
    3,416,688Taxes payable
    
    
    5,256,430
    
    
    
    (24,691,118
    )Net cash provided by (used in) operating activities
    
    
    39,598,662
    
    
    
    (34,854,578
    )Investing activities:Purchases of merchant banking investments
    
    
    (6,070,014
    )
    
    
    (31,111,269
    )Purchases of investments
    
    
    (525,000
    )
    
    
    (9,512,500
    )Proceeds from investments
    
    
    
    
    
    
    11,232,727Distributions from investments
    
    
    5,505,613
    
    
    
    17,699,255Purchases of property and equipment
    
    
    (2,832,234
    )
    
    
    (2,103,510
    )Net cash used in investing activities
    
    
    (3,921,635
    )
    
    
    (13,795,297
    )Financing activities:Proceeds of revolving bank loan
    
    
    85,875,000
    
    
    
    83,125,000Repayment of revolving bank loan
    
    
    (78,775,000
    )
    
    
    (88,375,000
    )Repayment of notes to UK members
    
    
    
    
    
    
    (1,445,044
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    318,095Distributions to noncontrolling interests
    
    
    (124,699
    )
    
    
    (241,958
    )Dividends paid
    
    
    (41,661,187
    )
    
    
    (39,001,130
    )Purchase of treasury stock
    
    
    (8,888,939
    )
    
    
    (21,604,128
    )Net tax benefit from the delivery of restricted stock units
and payment of dividend equivalents
    
    
    1,542,541
    
    
    
    1,272,133Net cash used in financing activities
    
    
    (42,014,284
    )
    
    
    (65,952,032
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    2,070,052
    
    
    
    (6,811,378
    )Net decrease in cash and cash equivalents
    
    
    (4,267,205
    )
    
    
    (121,413,285
    )Cash and cash equivalents, beginning of period
    
    
    62,848,655
    
    
    
    191,670,516Cash and cash equivalents, end of period
    
    $
    58,581,450
    
    
    $
    70,257,231Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    948,103
    
    
    $
    2,627,779Cash paid for taxes, net of refunds
    
    $
    35,368,762
    
    
    $
    44,619,909
 See accompanying notes to condensed consolidated financial statements
(unaudited).
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Note 1  Organization
   
    
    Financial advisory, which includes engagements relating to mergers and 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, Iridium Communications Inc., other merchant banking
funds and other investments.
        9




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Note 2  Summary of Significant Accounting Policies
 Basis of Financial Information
    Noncontrolling Interests
   Revenue Recognition
 Financial Advisory Fees
  10




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##### 



Merchant Banking and Other Revenues
     Investments
  11




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Financial Advisory Fees Receivables
  Restricted Stock Units
  Earnings per Share
   Foreign Currency Translation
  Goodwill
  Property and Equipment
  12




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Provision for Taxes
  Cash Equivalents
   Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     Derivative Instruments
  13




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##### 



Accounting Developments
   TM
   Note 3  Investments
 Affiliated Merchant Banking Investments
     14




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##### 



For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Management fees
    
    $
    4,199
    
    
    $
    5,058
    
    
    $
    13,153
    
    
    $
    14,700Net realized and unrealized gains (losses) on
investments in merchant banking funds
    
    
    4,477
    
    
    
    (21,804
    )
    
    
    (1,756
    )
    
    
    (2,531
    )Net realized and unrealized merchant banking profit
overrides
    
    
    (700
    )
    
    
    (35,500
    )
    
    
    (300
    )
    
    
    (900
    )Other realized and unrealized investment income (loss)
    
    
    65,915
    
    
    
    (538
    )
    
    
    67,749
    
    
    
    (1,793
    )Merchant banking and other revenues
    
    $
    73,891
    
    
    $
    (52,784
    )
    
    $
    78,846
    
    
    $
    9,476
   As ofSeptember 30,
    
    
    As of2009
    
    
    December 31,(unaudited)
    
    
    2008(in thousands)Investment in GCP I
    
    $
    4,808
    
    
    $
    8,469Investment in GCP II
    
    
    51,842
    
    
    
    55,852Investment in GSAVP
    
    
    3,517
    
    
    
    2,730Investment in GCPE
    
    
    12,719
    
    
    
    6,362Total investments in affiliated merchant banking funds
    
    $
    72,886
    
    
    $
    73,413
   15




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##### 



As ofSeptember 30,
    
    As of2009
    
    December 31,(unaudited)
    
    2008(in thousands)Cash
    
    $
    4,851
    
    
    $
    14,736Portfolio investments
    
    
    26,484
    
    
    
    55,970Total assets
    
    
    31,336
    
    
    
    70,716Total liabilities
    
    
    461
    
    
    
    2,310Partners capital
    
    
    30,875
    
    
    
    68,406
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized gains on investments
    
    $
    323
    
    
    $
    (48,242
    )
    
    $
    4,868
    
    
    $
    (30,049
    )Investment income
    
    
    1
    
    
    
    86
    
    
    
    22
    
    
    
    721Expenses
    
    
    (103
    )
    
    
    (125
    )
    
    
    (431
    )
    
    
    (508
    )Net income (loss)
    
    $
    221
    
    
    $
    (48,281
    )
    
    $
    4,459
    
    
    $
    (29,836
    )
  As ofSeptember 30,
    
    As of2009
    
    December 31,(unaudited)
    
    2008(in thousands)Cash
    
    $
    5,247
    
    
    $
    4,393Portfolio investments
    
    
    490,734
    
    
    
    528,178Total assets
    
    
    499,662
    
    
    
    533,123Total liabilities
    
    
    471
    
    
    
    856Partners capital
    
    
    499,191
    
    
    
    532,267
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized gains (losses) on investments
    
    $
    44,251
    
    
    $
    (198,122
    )
    
    $
    (19,405
    )
    
    $
    12,303Investment income
    
    
    688
    
    
    
    4,682
    
    
    
    5,262
    
    
    
    20,223Expenses
    
    
    (3,076
    )
    
    
    (3,230
    )
    
    
    (7,389
    )
    
    
    (10,330
    )Net income (loss)
    
    $
    41,863
    
    
    $
    (196,670
    )
    
    $
    (21,532
    )
    
    $
    22,196
 Other Investments
  As ofSeptember 30,
    
    
    As of2009
    
    
    December 31,(unaudited)
    
    
    2008(in thousands)Iridium
Common Stock (formerly GHLAC Common Stock)
    
    $
    71,148
    
    
    $
    21Iridium $11.50 Warrants
    
    
    11,135
    
    
    
    GHLAC Warrants
    
    
    
    
    
    
    8,295Iridium 5% Convertible Note
    
    
    20,429
    
    
    
    22,900Barrow Street Capital III, LLC
    
    
    2,950
    
    
    
    3,736Total other investments
    
    $
    105,662
    
    
    $
    34,952
 16




---



##### 



Fair Value Hierarchy
  17




---



##### 



Assets Measured at Fair Value on a Recurring Basis as of September 30, 2009
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Balance as offor
    
    
    Observable
    
    
    Unobservable
    
    
    SeptemberIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    30,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2009(in thousands, unaudited)AssetsIridium Common Stock
    
    $
    
    
    
    $
    71,148
    
    
    $
    
    
    
    $
    71,148Iridium $11.50 Warrants
    
    
    
    
    
    
    
    
    
    
    11,135
    
    
    
    11,135Iridium 5% Convertible Note
    
    
    
    
    
    
    
    
    
    
    20,429
    
    
    
    20,429Total investments
    
    $
    
    
    
    $
    71,148
    
    
    $
    31,564
    
    
    $
    102,712
 Assets Measured at Fair Value on a Recurring Basis as of December 31, 2008
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor
    
    
    Observable
    
    
    Unobservable
    
    
    Balance as ofIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    December 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
  Purchases,Sales, OtherBeginning
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    and
    
    
    Transfers
    
    
    BalanceJuly 1,
    
    
    Gains
    
    
    Gains or
    
    
    Issuances,
    
    
    in and/or
    
    
    September 30,2009
    
    
    or (Losses)
    
    
    (Losses)
    
    
    net
    
    
    out of Level 3
    
    
    2009(in thousands, unaudited)AssetsIridium $11.50 Warrants
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,135
    
    
    $
    
    
    
    $
    11,135Iridium 5% Convertible
Note
    
    
    22,900
    
    
    
    
    
    
    
    (2,471
    )
    
    
    
    
    
    
    
    
    
    
    20,429GHLAC Warrants1
    
    
    13,749
    
    
    
    
    
    
    
    
    
    
    
    (13,749
    )
    
    
    
    
    
    
    Total investments
    
    $
    36,649
    
    
    $
    
    
    
    $
    (2,471
    )
    
    $
    (2,614
    )
    
    $
    
    
    
    $
    31,564
 Purchases,Sales, OtherBeginning
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    and
    
    
    Transfers
    
    
    BalanceJuly 1,
    
    
    Gains
    
    
    Gains or
    
    
    Issuances,
    
    
    in and/or
    
    
    September 30,2008
    
    
    or (Losses)
    
    
    (Losses)
    
    
    net
    
    
    out of Level 3
    
    
    2008(in thousands, unaudited)AssetsGHLAC Warrants1
    
    $
    9,389
    
    
    $
    
    
    
    $
    (538
    )
    
    $
    
    
    
    $
    
    
    
    $
    8,851Total investments
    
    $
    9,389
    
    
    $
    
    
    
    $
    (538
    )
    
    $
    
    
    
    $
    
    
    
    $
    8,851
 
 1
    
    The GHLAC Warrants consist of the Founder
Warrants and the GHLAC Private Placement Warrants. 18




---



##### 



Purchases,Sales, OtherBeginning
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    and
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    Issuances,
    
    
    in and/or
    
    
    September 30,2009
    
    
    or (Losses)
    
    
    (Losses)
    
    
    net
    
    
    out of Level 3
    
    
    2009(in thousands, unaudited)AssetsIridium $11.50 Warrants
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,135
    
    
    $
    
    
    
    $
    11,135Iridium 5% Convertible
Note
    
    
    22,900
    
    
    
    
    
    
    
    (2,471
    )
    
    
    
    
    
    
    
    
    
    
    20,429GHLAC Warrants1
    
    
    8,295
    
    
    
    
    
    
    
    5,454
    
    
    
    (13,749
    )
    
    
    
    
    
    
    Total investments
    
    $
    31,195
    
    
    $
    
    
    
    $
    2,983
    
    
    $
    (2,614
    )
    
    $
    
    
    
    $
    31,564
 Purchases,Sales, OtherBeginning
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    and
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    Issuances,
    
    
    in and/or
    
    
    September 30,2008
    
    
    or (Losses)
    
    
    (Losses)
    
    
    net
    
    
    out of Level 3
    
    
    2008(in thousands, unaudited)AssetsTammac Holdings Corp.
    
    $
    2,000
    
    
    $
    
    
    
    $
    (2,000
    )
    
    $
    
    
    
    $
    
    
    
    $
    GHLAC Warrants1
    
    
    
    
    
    
    
    
    
    
    826
    
    
    
    8,025
    
    
    
    
    
    
    
    8,851Total investments
    
    $
    2,000
    
    
    $
    
    
    
    $
    (1,174
    )
    
    $
    8,025
    
    
    $
    
    
    
    $
    8,851
   Note 4  Related Parties
   Note 5  Revolving Bank Loan Facility
  19




---



##### 



Note 6 Equity
     Note 7  Earnings Per Share
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, except per share amounts, unaudited)Numerator for basic and diluted EPS  net income
(loss) allocated to common stockholders
    
    $
    30,044
    
    
    $
    (11,688
    )
    
    $
    54,235
    
    
    $
    36,442Denominator for basic EPS  weighted average number of shares
    
    
    29,663
    
    
    
    27,893
    
    
    
    29,589
    
    
    
    27,945Add  dilutive effect of:Weighted average number of incremental shares issuable from
restricted stock units
    
    
    125
    
    
    
    
    
    
    
    84
    
    
    
    56Denominator for diluted EPS  weighted average number of
shares and dilutive potential shares
    
    
    29,788
    
    
    
    27,893
    
    
    
    29,673
    
    
    
    28,001Earnings (loss) per share:Basic
    
    $
    1.01
    
    
    $
    (0.42
    )
    
    $
    1.83
    
    
    $
    1.30Diluted
    
    $
    1.01
    
    
    $
    (0.42
    )
    
    $
    1.83
    
    
    $
    1.30
 Note 8  Income Taxes
    20




---



##### 



Note 9  Regulatory Requirements
    Note 10  Business Information
  
    
    Financial advisory, which includes engagements relating to mergers and acquisitions,
financing advisory and restructuring, and fund placement services; and
    
    Merchant banking, which includes the management of outside capital invested in the
Greenhill Funds and the Companys principal investments in such funds and other
investments.
  For the Three Months EndedSeptember 30, 2009
    
    
    September 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    42.4
    
    
    
    36
    %
    
    $
    37.0
    
    
    NMMerchant banking and other revenues
    
    
    73.9
    
    
    
    64
    %
    
    
    (51.9
    )
    
    NMTotal revenues
    
    $
    116.3
    
    
    
    100
    %
    
    $
    (14.9
    )
    
    
    100
    %
 For the Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    153.0
    
    
    
    66
    %
    
    $
    156.3
    
    
    
    92
    %Merchant banking and other revenues
    
    
    79.2
    
    
    
    34
    %
    
    
    12.8
    
    
    
    8
    %Total revenues
    
    $
    232.2
    
    
    
    100
    %
    
    $
    169.1
    
    
    
    100
    %
  21




---



##### 



Note 11  Subsequent Events
     22




---



##### 



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 and any updates to such risks discussed in subsequently filed quarterly
reports on Form 10-Q .
 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, Iridium Communication Inc., other merchant banking funds and other
investments.
   23




---



##### 



Business Environment
  2
 
 2
    
    Global M&A completed transaction volume for
the nine months ended September 30, 2009 as compared to the nine months ended
September 30, 2008. Source: Thomson Financial as of October 12, 2009. 24




---



##### 



Recent Developments
  Results of Operations
 Summary
  25




---



##### 



The firms quarterly revenues and net income can fluctuate materially depending on the number
and size of completed transactions on which it advised, the number and size of merchant banking
gains (or losses) and other factors. Accordingly, the revenues and net income in any particular
period may not be indicative of future results.
 Revenues By Source
  Revenue by Principal Source of Revenue
 For the Three Months EndedSeptember 30, 2009
    
    
    September 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    42.4
    
    
    
    36
    %
    
    $
    37.0
    
    
    NMMerchant banking and other revenues
    
    
    73.9
    
    
    
    64
    %
    
    
    (51.9
    )
    
    NMTotal revenues
    
    $
    116.3
    
    
    
    100
    %
    
    $
    14.9
    
    
    
    100
    %
 For the Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    153.0
    
    
    
    66
    %
    
    $
    156.3
    
    
    
    92
    %Merchant banking and other revenues
    
    
    79.2
    
    
    
    34
    %
    
    
    12.8
    
    
    
    8
    %Total revenues
    
    $
    232.2
    
    
    
    100
    %
    
    $
    169.1
    
    
    
    100
    %
 Financial Advisory Revenues
    
    
    the acquisition by Barnes & Noble, Inc. of Barnes & Noble College Booksellers, Inc.;
    
    the representation of Groupe Aeroplan Inc. on its participation in a credit facility for
Air Canada;
 26




---



##### 




    
    the acquisition by Laboratory Corporation of America of Monogram Biosciences, Inc.;
    
    the representation of Quebecor World Inc in connection with its restructuring under
Canadas Companies Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy code;
    
    the representation of Rexam plc on its rights issue; and
    
    the acquisition by Validus Holdings Ltd. of IPC Holdings Ltd.
 Merchant Banking and Other Revenues
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions, unaudited)Management fees
    
    $
    4.2
    
    
    $
    5.1
    
    
    $
    13.2
    
    
    $
    14.7Net realized and unrealized gains (losses) on investments
in merchant banking funds
    
    
    4.5
    
    
    
    (21.8
    )
    
    
    (1.8
    )
    
    
    (2.5
    )Net realized and unrealized merchant banking profit
overrides
    
    
    (0.7
    )
    
    
    (35.5
    )
    
    
    (0.3
    )
    
    
    (0.9
    )Other realized and unrealized investment income (loss)
    
    
    65.9
    
    
    
    (0.5
    )
    
    
    67.8
    
    
    
    (1.8
    )Interest income
    
    
    0.0
    
    
    
    0.8
    
    
    
    0.3
    
    
    
    3.3Total merchant banking and other revenues
    
    $
    73.9
    
    
    $
    (51.9
    )
    
    $
    79.2
    
    
    $
    12.8
     27




---



##### 



The investment gains or losses in our merchant banking and other investment portfolio may
fluctuate significantly over time due to factors beyond our control, such as performance of each
company in our portfolio, 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
   28




---



##### 



For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    2009
    
    2008(in millions, unaudited)Employee compensation and
benefits expense
    
    $
    53.2
    
    
    $
    (6.6
    )
    
    $
    106.8
    
    
    $
    77.9% of revenues
    
    
    46
    %
    
    NM
    
    
    46
    %
    
    
    46
    %Non-compensation expense
    
    
    11.8
    
    
    
    10.6
    
    
    
    34.5
    
    
    
    33.1% of revenues
    
    
    10
    %
    
    NM
    
    
    15
    %
    
    
    20
    %Total operating expense
    
    
    65.0
    
    
    
    4.0
    
    
    
    141.3
    
    
    
    111.0% of revenues
    
    
    56
    %
    
    NM
    
    
    61
    %
    
    
    66
    %Total income (loss) before tax
    
    
    51.4
    
    
    
    (18.9
    )
    
    
    90.9
    
    
    
    58.2Pre-tax income margin
    
    
    44
    %
    
    NM
    
    
    39
    %
    
    
    34
    %
  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 period may not be
indicative of compensation expense in a future period.
 Non-Compensation Expenses
   29




---



##### 



The firms non-compensation expenses as a percentage of revenue can vary as a result of a
variety of factors including fluctuation in 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 period may
not be indicative of the non-compensation expenses as a percentage of revenue in future periods.
 Provision for Income Taxes
   The effective tax rate can fluctuate as a result of variations in the relative amounts of
financial 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 period may not be
indicative of the effective tax rate in future periods.
 Liquidity and Capital Resources
   30




---



##### 



31




---



##### 



Cash Flows
   Market Risk
    32




---



##### 



Critical Accounting Policies and Estimates
  Basis of Financial Information
   33




---



##### 



Noncontrolling Interests
   Revenue Recognition
 Financial Advisory Fees
   Merchant Banking and Other Revenues
     34




---



##### 



Investments
  Restricted Stock Units
  Earnings per Share
   Provision for Taxes
  Cash Equivalents
  35




---



##### 



Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     Derivative Instruments
  Accounting Developments
   TM
 36




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
   37




---



##### 



Part II  Other Information
 Item 1. Legal Proceedings
  Item 1A: Risk Factors
  Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  38




---



##### 



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).10.10
    
    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).
 39




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##### 



ExhibitNumber
    
    Description10.11
    
    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).10.22
    
    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).
 40




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##### 



ExhibitNumber
    
    Description10.23
    
    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).10.33
    
    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).
 41




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##### 



ExhibitNumber
    
    Description10.34
    
    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.10.45
    
    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.
 42




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##### 



ExhibitNumber
    
    Description10.47
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification (non-MDs)  Five Year Ratable
Vesting.10.48
    
    Lease between 300 Park Avenue, Inc. and Greenhill & Co.,
Inc. dated June 17, 2009 (incorporated by reference to
Exhibit 10.1 of the Registrants report on Form 8-K filed
on June 22, 2009).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. 43




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##### 



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