##### Table of Contents



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 March 31, 2010
 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 or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)300 Park AvenueNew York, New York
    
    10022(Address of Principal Executive Offices)
    
    (ZIP Code)
 Registrants telephone number, including area code: (212) 389-1500
 Yes þ No o
 Yes o No 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, 2010 (unaudited) and December 31, 2009
    
    
    4Condensed Consolidated Statements of Income for the three
months ended March 31, 2010 and 2009 (unaudited)
    
    
    5Condensed Consolidated Statements of Comprehensive Income for
the three months ended March 31, 2010 and 2009 (unaudited)
    
    
    6Condensed Consolidated Statements of Changes in Equity for the
three months ended March 31, 2010 (unaudited) and year ended
December 31, 2009
    
    
    7Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2010 and 2009 (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    92. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    243. Quantitative and Qualitative Disclosures About Market Risk
    
    
    364. Controls and Procedures
    
    
    36Part II. Other Information
    
    
    371. Legal Proceedings
    
    
    371A. Risk Factors
    
    
    372. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    373. Defaults Upon Senior Securities
    
    
    374. Other Information
    
    
    375. Exhibits
    
    
    38Signature
    
    
    S-1ExhibitsEX-10.52EX-10.53EX-31.1EX-31.2EX-32.1EX-32.2
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AVAILABLE INFORMATION
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Part I. Financial Information
 
 Item 1. Financial Statements
 Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Financial Condition
 As ofMarch 31,2010
    
    
    December 31,(unaudited)
    
    
    2009AssetsCash and cash equivalents
    
    $
    45,297,896
    
    
    $
    74,473,459Financial advisory fees receivable, net of
allowance for doubtful accounts of $0.0 million
as of March 31, 2010 and December 31, 2009
    
    
    22,257,868
    
    
    
    26,021,124Other receivables
    
    
    9,319,219
    
    
    
    4,980,749Property and equipment, net
    
    
    12,098,395
    
    
    
    12,794,680Investments in affiliated merchant banking funds
    
    
    83,256,483
    
    
    
    71,844,438Other investments
    
    
    83,558,727
    
    
    
    78,516,718Due from affiliates
    
    
    454,219
    
    
    
    233,617Goodwill
    
    
    19,397,087
    
    
    
    18,721,430Deferred tax asset
    
    
    34,288,351
    
    
    
    40,101,916Other assets
    
    
    669,135
    
    
    
    701,352Total assets
    
    $
    310,597,380
    
    
    $
    328,389,483Liabilities and EquityCompensation payable
    
    $
    1,180,995
    
    
    $
    31,855,992Accounts payable and accrued expenses
    
    
    10,903,047
    
    
    
    7,295,857Bank loan payable
    
    
    75,705,000
    
    
    
    37,150,000Taxes payable
    
    
    4,908,477
    
    
    
    18,141,138Due to affiliates
    
    
    
    
    
    
    393,288Total liabilities
    
    
    92,697,519
    
    
    
    94,836,275Common stock, par value $0.01 per share;
100,000,000 shares authorized, 33,847,439 and
33,254,271 shares issued as of March 31, 2010
and December 31, 2009, respectively; 28,315,131
and 27,977,623 shares outstanding as of March
31, 2010 and December 31, 2009, respectively
    
    
    338,474
    
    
    
    332,543Restricted stock units
    
    
    65,235,708
    
    
    
    81,219,868Additional paid-in capital
    
    
    272,770,657
    
    
    
    237,716,672Exchangeable shares of subsidiary; 257,156
shares issued as of March 31, 2010 and December
31, 2009; 132,955 shares outstanding as of
March 31, 2010 and December 31, 2009
    
    
    7,937,414
    
    
    
    7,937,414Retained earnings
    
    
    193,461,247
    
    
    
    206,974,630Accumulated other comprehensive income (loss)
    
    
    (11,950,668
    )
    
    
    (8,737,728
    )Treasury stock, at cost, par value $0.01 per
share; 5,532,308 and 5,276,648 shares as of
March 31, 2010 and December 31, 2009,
respectively
    
    
    (313,455,602
    )
    
    
    (293,391,405
    )Stockholders equity
    
    
    214,337,230
    
    
    
    232,051,994Noncontrolling interests
    
    
    3,562,631
    
    
    
    1,501,214Total equity
    
    
    217,899,861
    
    
    
    233,553,208Total liabilities and equity
    
    $
    310,597,380
    
    
    $
    328,389,483
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Income (unaudited)
 For the Three Months EndedMarch 31,2010
    
    
    2009RevenuesFinancial advisory fees
    
    $
    36,597,309
    
    
    $
    65,144,694Merchant banking and other investment revenues
    
    
    12,238,653
    
    
    
    (3,390,755
    )Interest income
    
    
    19,966
    
    
    
    72,740Total revenues
    
    
    48,855,928
    
    
    
    61,826,679ExpensesEmployee compensation and benefits
    
    
    32,155,012
    
    
    
    28,440,274Occupancy and equipment rental
    
    
    3,149,289
    
    
    
    2,549,996Depreciation and amortization
    
    
    752,157
    
    
    
    1,153,761Information services
    
    
    1,739,077
    
    
    
    1,489,606Professional fees
    
    
    2,243,866
    
    
    
    1,432,116Travel related expenses
    
    
    2,217,730
    
    
    
    1,911,687Interest expense
    
    
    528,042
    
    
    
    353,646Other operating expenses
    
    
    2,898,498
    
    
    
    2,100,504Total expenses
    
    
    45,683,671
    
    
    
    39,431,590Income before taxes
    
    
    3,172,257
    
    
    
    22,395,089Provision for taxes
    
    
    320,455
    
    
    
    8,676,617Consolidated net income
    
    
    2,851,802
    
    
    
    13,718,472Less: Net income (loss) allocated to noncontrolling interests
    
    
    2,339,906
    
    
    
    (179,643
    )Net income allocated to common stockholders
    
    $
    511,896
    
    
    $
    13,898,115Average shares outstanding:Basic
    
    
    29,607,997
    
    
    
    29,404,027Diluted
    
    
    29,701,773
    
    
    
    29,457,672Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.47Diluted
    
    $
    0.02
    
    
    $
    0.47Dividends 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 (Loss) (unaudited)
 For the Three Months EndedMarch 31,2010
    
    
    2009Consolidated net income
    
    $
    2,851,802
    
    
    $
    13,718,472Consolidated currency translation adjustment, net of tax
    
    
    (4,763,017
    )
    
    
    (4,289,157
    )Comprehensive income (loss)
    
    
    (1,911,215
    )
    
    
    9,429,315Less: Net income (loss) allocated to noncontrolling interests
    
    
    2,339,906
    
    
    
    (179,643
    )Plus: Currency translation adjustment, net of tax, allocated
to noncontrolling interests
    
    
    1,550,077
    
    
    
    2,470,613Comprehensive income (loss) allocated to common stockholders
    
    $
    (2,701,044
    )
    
    $
    12,079,571
 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 Ended2010
    
    
    December 31,(unaudited)
    
    
    2009Common stock, par value $0.01 per shareCommon stock, beginning of the year
    
    $
    332,543
    
    
    $
    328,304Common stock issued
    
    
    5,931
    
    
    
    4,239Common stock, end of the period
    
    
    338,474
    
    
    
    332,543Restricted stock unitsRestricted stock units, beginning of the year
    
    
    81,219,868
    
    
    
    59,525,357Restricted stock units recognized
    
    
    11,982,879
    
    
    
    40,526,780Restricted stock units delivered
    
    
    (27,967,039
    )
    
    
    (18,832,269
    )Restricted stock units, end of the period
    
    
    65,235,708
    
    
    
    81,219,868Additional paid-in capitalAdditional paid-in capital, beginning of the year
    
    
    237,716,672
    
    
    
    213,365,812Common stock issued
    
    
    28,013,023
    
    
    
    23,603,749Tax benefit from the delivery of restricted stock units
    
    
    7,040,962
    
    
    
    747,111Additional paid-in capital, end of the period
    
    
    272,770,657
    
    
    
    237,716,672Exchangeable shares of subsidiaryExchangeable shares of subsidiary, beginning of the year
    
    
    7,937,414
    
    
    
    12,442,555Exchangeable shares of subsidiary delivered
    
    
    
    
    
    
    (4,505,141
    )Exchangeable shares of subsidiary, end of the period
    
    
    7,937,414
    
    
    
    7,937,414Retained earningsRetained earnings, beginning of the year
    
    
    206,974,630
    
    
    
    189,357,441Dividends
    
    
    (14,025,279
    )
    
    
    (53,622,825
    )Net income allocated to common shareholders
    
    
    511,896
    
    
    
    71,240,014Retained earnings, end of the period
    
    
    193,461,247
    
    
    
    206,974,630Accumulated other comprehensive lossAccumulated other comprehensive loss, beginning of the year
    
    
    (8,737,728
    )
    
    
    (17,408,714
    )Currency translation adjustment, net
    
    
    (3,212,940
    )
    
    
    8,670,986Accumulated other comprehensive loss, end of the period
    
    
    (11,950,668
    )
    
    
    (8,737,728
    )Treasury stock, at cost; par value $0.01 per shareTreasury stock, beginning of the year
    
    
    (293,391,405
    )
    
    
    (259,361,550
    )Repurchased
    
    
    (20,064,197
    )
    
    
    (9,645,599
    )Sale of certain merchant banking assets
    
    
    
    
    
    
    (24,384,256
    )Treasury stock, end of the period
    
    
    (313,455,602
    )
    
    
    (293,391,405
    )Total stockholders equity
    
    
    214,337,230
    
    
    
    232,051,994Noncontrolling interestsNoncontrolling interests, beginning of the year
    
    
    1,501,214
    
    
    
    1,817,595Net income (loss) allocated to noncontrolling interests
    
    
    2,339,906
    
    
    
    (82,451
    )Contributions from noncontrolling interests
    
    
    134,511
    
    
    
    34,406Distributions from noncontrolling interests
    
    
    (413,000
    )
    
    
    (268,336
    )Noncontrolling interests, end of period
    
    
    3,562,631
    
    
    
    1,501,214Total equity
    
    $
    217,899,861
    
    
    $
    233,553,208
 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 31,2010
    
    
    2009Operating activities:Consolidated net income
    
    $
    2,851,802
    
    
    $
    13,718,472Adjustments to reconcile consolidated net income to net
cash used in operating activities:Non-cash items included in net income:Depreciation and amortization
    
    
    752,157
    
    
    
    1,153,761Net investment (gains) losses
    
    
    (7,540,421
    )
    
    
    7,854,533Restricted stock units recognized and common stock issued
    
    
    12,034,794
    
    
    
    10,431,707Deferred taxes
    
    
    8,027,741
    
    
    
    (2,348,617
    )Recognition of the deferred gain from the sale of certain
merchant banking assets
    
    
    (300,509
    )
    
    
    Changes in operating assets and liabilities:Financial advisory fees receivable
    
    
    3,763,256
    
    
    
    (30,424,590
    )Due from affiliates
    
    
    (613,890
    )
    
    
    (171,157
    )Other receivables and assets
    
    
    (4,306,253
    )
    
    
    (1,523,749
    )Compensation payable
    
    
    (30,674,997
    )
    
    
    (15,038,081
    )Accounts payable and accrued expenses
    
    
    3,907,699
    
    
    
    1,375,883Taxes payable
    
    
    (15,446,837
    )
    
    
    (2,570,953
    )Net cash used in operating activities
    
    
    (27,545,458
    )
    
    
    (17,542,791
    )Investing activities:Purchases of merchant banking investments
    
    
    (10,968,702
    )
    
    
    (4,938,029
    )Purchases of investments
    
    
    
    
    
    
    (525,000
    )Distributions from investments
    
    
    54,849
    
    
    
    590,887Purchases of property and equipment
    
    
    (285,308
    )
    
    
    (233,067
    )Net cash used in investing activities
    
    
    (11,199,161
    )
    
    
    (5,105,209
    )Financing activities:Proceeds of revolving bank loan
    
    
    38,555,000
    
    
    
    35,925,000Repayment of revolving bank loan
    
    
    
    
    
    
    (13,000,000
    )Contributions from noncontrolling interests
    
    
    134,511
    
    
    
    18,000Distributions to noncontrolling interests
    
    
    (413,000
    )
    
    
    (43,470
    )Dividends paid
    
    
    (14,025,279
    )
    
    
    (13,865,812
    )Purchase of treasury stock
    
    
    (20,064,197
    )
    
    
    (5,741,538
    )Net tax benefit from the delivery of restricted stock units
and payment of dividend equivalents
    
    
    7,040,962
    
    
    
    (86,962
    )Net cash provided by financing activities
    
    
    11,227,997
    
    
    
    3,205,218Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,658,941
    )
    
    
    (1,060,397
    )Net decrease in cash and cash equivalents
    
    
    (29,175,563
    )
    
    
    (20,503,179
    )Cash and cash equivalents, beginning of period
    
    
    74,473,459
    
    
    
    62,848,655Cash and cash equivalents, end of period
    
    $
    45,297,896
    
    
    $
    42,345,476Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    383,429
    
    
    $
    254,842Cash paid for taxes, net of refunds
    
    $
    6,209,976
    
    
    $
    13,625,570
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill & Co., Inc. and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements (unaudited)
 Note 1  Organization
   
    
    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
affiliated 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. (Iridium), other merchant banking funds and
other investments.
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Note 2  Summary of Significant Accounting Policies
 Basis of Financial Information
    Noncontrolling Interests
    10




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Revenue Recognition
 Financial Advisory Fees
   Merchant Banking and Other Investment Revenues
     11




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




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Goodwill
   Property and Equipment
     Provision for Taxes
   Cash and Cash Equivalents
   13




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Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     Derivative Instruments
  Subsequent Events
  Accounting Developments
  Note 3  Investments
 Affiliated Merchant Banking Investments
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For the Three Months EndedMarch 31,2010
    
    
    2009(in thousands, unaudited)Management fees
    
    $
    4,398
    
    
    $
    4,464Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    1,490
    
    
    
    (7,131
    )Net realized and unrealized merchant banking profit overrides
    
    
    91
    
    
    
    (300
    )Other realized and unrealized investment income (loss)
    
    
    6,260
    
    
    
    (424
    )Total merchant banking and other investment revenues
    
    $
    12,239
    
    
    $
    (3,391
    )
  As of
    
    
    As ofMarch 31,
    
    
    December 31,2010
    
    
    2009(in thousands,
    
    
    (in thousands,unaudited)
    
    
    audited)Investment in GCP I
    
    $
    3,196
    
    
    $
    3,147Investment in GCP II
    
    
    57,908
    
    
    
    51,189Investment in GSAVP
    
    
    3,592
    
    
    
    3,867Investment in GCPE
    
    
    18,560
    
    
    
    13,641Total investments in affiliated merchant banking funds
    
    $
    83,256
    
    
    $
    71,844
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As of
    
    
    As ofMarch 31,
    
    
    December 31,2010
    
    
    2009(in thousands,
    
    
    (in thousands,unaudited)
    
    
    audited)Cash
    
    $
    7,081
    
    
    $
    6,047Portfolio investments
    
    
    14,381
    
    
    
    15,756Total assets
    
    
    22,528
    
    
    
    21,803Total liabilities
    
    
    1,440
    
    
    
    151Partners capital
    
    
    21,088
    
    
    
    21,652
 For the Three Months EndedMarch 31,2010
    
    
    2009(in thousands, unaudited)Net realized and unrealized losses on investments
    
    $
    (309
    )
    
    $
    (369
    )Investment income
    
    
    1
    
    
    
    19Expenses
    
    
    (96
    )
    
    
    (147
    )Net loss
    
    $
    (404
    )
    
    $
    (497
    )
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As of
    
    As ofMarch 31,
    
    December 31,2010
    
    2009(in thousands,
    
    (in thousands,unaudited)
    
    audited)Cash
    
    $
    34,935
    
    
    $
    25,762Portfolio investments
    
    
    494,829
    
    
    
    506,773Total assets
    
    
    553,453
    
    
    
    532,864Total liabilities
    
    
    674
    
    
    
    46,943Partners capital
    
    
    552,779
    
    
    
    485,921
 For the Three Months EndedMarch 31,2010
    
    
    2009(in thousands, unaudited)Net realized and unrealized gains (losses) on investments
    
    $
    11,583
    
    
    $
    (59,399
    )Investment income
    
    
    2,072
    
    
    
    528Expenses
    
    
    (2,903
    )
    
    
    (2,174
    )Net income (loss)
    
    $
    10,752
    
    
    $
    (61,045
    )
 Other Investments
  As of
    
    
    As ofMarch 31,
    
    
    December 31,2010
    
    
    2009(in thousands,
    
    
    (in thousands,unaudited)
    
    
    audited)Iridium Common Stock (formerly GHLAC Common Stock)
    
    $
    72,374
    
    
    $
    68,077Iridium $11.50 Warrants
    
    
    8,760
    
    
    
    8,015Barrow Street Capital III, LLC
    
    
    2,425
    
    
    
    2,425Total other investments
    
    $
    83,559
    
    
    $
    78,517
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Fair Value Hierarchy
  18




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Assets Measured at Fair Value on a Recurring Basis as of March 31, 2010
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Balance asfor
    
    
    Observable
    
    
    Unobservable
    
    
    ofIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    March 31,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2010(in thousands, unaudited)AssetsIridium Common Stock
    
    $
    72,374
    
    
    $
    
    
    
    $
    
    
    
    $
    72,374Iridium $11.50 Warrants
    
    
    
    
    
    
    
    
    
    
    8,760
    
    
    
    8,760Total investments
    
    $
    72,374
    
    
    $
    
    
    
    $
    8,760
    
    
    $
    81,134
 Assets Measured at Fair Value on a Recurring Basis as of December 31, 2009
 Quoted Prices in
    
    
    
    
    
    
    
    
    
    
    Balance asActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    offor
    
    
    Observable
    
    
    Unobservable
    
    
    DecemberIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    31,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2009(in thousands, unaudited)AssetsIridium Common Stock
    
    $
    
    
    
    $
    68,077
    
    
    $
    
    
    
    $
    68,077Iridium $11.50 Warrants
    
    
    
    
    
    
    
    
    
    
    8,015
    
    
    
    8,015Total investments
    
    $
    
    
    
    $
    68,077
    
    
    $
    8,015
    
    
    $
    76,092
  Level 1 Gains and Losses
  Purchases,Beginning
    
    
    
    
    
    
    
    
    
    
    Sales, Other
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Settlements
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    and
    
    
    in and/or
    
    
    March 31,2010
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 1
    
    
    2010(in thousands, unaudited)AssetsIridium Common Stock
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    72,374
    
    
    $
    72,374Total investments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    72,374
    
    
    $
    72,374
  19




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##### Table of Contents



Level 2 Gains and Losses
  Purchases,Beginning
    
    
    
    
    
    
    
    
    
    
    Sales, Other
    
    
    
    
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Settlements
    
    
    Net Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    and
    
    
    in and/or
    
    
    March 31,2010
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 2
    
    
    2010(in thousands, unaudited)AssetsIridium Common Stock
    
    $
    68,077
    
    
    $
    
    
    
    $
    4,297
    
    
    $
    
    
    
    $
    (72,374
    )
    
    $
    Total investments
    
    $
    68,077
    
    
    $
    
    
    
    $
    4,297
    
    
    $
    
    
    
    $
    (72,374
    )
    
    $
    
  Level 3 Gains and Losses
  Purchases,Beginning
    
    
    
    
    
    
    
    
    
    
    Sales, Other
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Settlements
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    and
    
    
    in and/or
    
    
    March 31,2010
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 3
    
    
    2010(in thousands, unaudited)AssetsIridium $11.50 Warrants
    
    $
    8,015
    
    
    $
    
    
    
    $
    745
    
    
    $
    
    
    
    $
    
    
    
    $
    8,760Total investments
    
    $
    8,015
    
    
    $
    
    
    
    $
    745
    
    
    $
    
    
    
    $
    
    
    
    $
    8,760
 Purchases,Beginning
    
    
    
    
    
    
    
    
    
    
    Sales, Other
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Settlements
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    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 Warrants
    
    
    8,295
    
    
    
    
    
    
    
    (423
    )
    
    
    
    
    
    
    
    
    
    
    7,872Total investments
    
    $
    31,195
    
    
    $
    
    
    
    $
    (423
    )
    
    $
    
    
    
    $
    
    
    
    $
    30,772
   20




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Note 4  Related Parties
    Note 5  Revolving Bank Loan Facility
  Note 6 Equity
    21




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Note 7  Earnings Per Share
  For the Three Months EndedMarch 31,2010
    
    
    2009(in thousands, exceptper share amounts, unaudited)Numerator for basic and diluted EPS  net income
allocated to common stockholders
    
    $
    512
    
    
    $
    13,898Denominator for basic EPS  weighted average number of shares
    
    
    29,608
    
    
    
    29,404Add  dilutive effect of:Weighted average number of incremental shares issuable
from restricted stock units
    
    
    94
    
    
    
    54Denominator for diluted EPS  weighted average number of
shares and dilutive potential shares
    
    
    29,702
    
    
    
    29,458Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.47Diluted
    
    $
    0.02
    
    
    $
    0.47
 Note 8  Income Taxes
     Note 9  Regulatory Requirements
    22




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##### Table of Contents



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 EndedMarch 31, 2010
    
    
    March 31, 2009% of
    
    
    
    
    
    
    % ofAmount
    
    
    Total
    
    
    Amount
    
    
    Total(in millions, unaudited)Financial advisory fees
    
    $
    36.6
    
    
    
    75
    %
    
    $
    65.1
    
    
    NMMerchant banking and other investment revenues
    
    
    12.3
    
    
    
    25
    %
    
    
    (3.3
    )
    
    NMTotal revenues
    
    $
    48.9
    
    
    
    100
    %
    
    $
    61.8
    
    
    
    100
    %
  Note 11  Subsequent Event
   23




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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, intend,
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. In particular, you should consider the numerous risks
outlined under Risk Factors
in our 2009 Report on Form 10-K .
 Although we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance or achievements.
Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness
of any of these forward-looking statements. 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 of this filing to conform our prior statements to actual results or
revised expectations.
 Overview
     24




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Business Environment
  1
  
 1
    
    Global M&A completed transaction volume for
the quarter ended March 31, 2010 as compared to the quarter ended March 31,
2009. Source: Thomson Financial as of April 12, 2010. 25




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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 investment 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 EndedMarch 31, 2010
    
    
    March 31, 2009Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    36.6
    
    
    
    75
    %
    
    $
    65.1
    
    
    NMMerchant banking and other investment revenues
    
    
    12.3
    
    
    
    25
    %
    
    
    (3.3
    )
    
    NMTotal revenues
    
    $
    48.9
    
    
    
    100
    %
    
    $
    61.8
    
    
    
    100
    %
 Financial Advisory Revenues
   
    
    the acquisition by Bemis Company, Inc. of Alcan Packagings Food Americas business;
 
    
    the acquisition by Bucyrus International, Inc. of the mining division of Terex
Corporation;
 
    
    the sale of substantially all of the assets of Heartscape Technologies, Inc. to Roper
Industries, Inc.; and
 
    
    the sale of ICT Group, Inc. to Sykes Enterprises Incorporated.
 26




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##### Table of Contents



Merchant Banking and Other Investment Revenues
  For the Three MonthsEnded March 31,2010
    
    
    2009(in millions, unaudited)Management fees
    
    $
    4.4
    
    
    $
    4.5Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    1.5
    
    
    
    (7.1
    )Net realized and unrealized merchant banking profit overrides
    
    
    0.1
    
    
    
    (0.3
    )Other realized and unrealized investment income (loss)
    
    
    6.3
    
    
    
    (0.4
    )Total merchant banking and other investment revenues
    
    $
    12.3
    
    
    $
    (3.3
    )
       27




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##### Table of Contents



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
    For the Three MonthsEnded March 31,2010
    
    2009(in millions, unaudited)Employee compensation & benefits expense
    
    $
    32.2
    
    
    $
    28.4% of revenues
    
    
    66%

    
    
    46%Non-compensation expense
    
    
    13.5
    
    
    
    11.0% of revenues
    
    
    28%

    
    
    18%Total operating expense
    
    
    45.7
    
    
    
    39.4% of revenues
    
    
94%

    
    
   64%Total income before tax
    
    
    3.2
    
    
    
    22.4Pre-tax income margin
    
    
    6%

    
    
    36%
 Compensation and Benefits Expenses
  Our compensation expense is generally based upon revenue and can fluctuate materially in any
particular period 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
  28




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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 office expansion, 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 investment 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
    29




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30




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Cash Flows
   Market Risk
   31




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Critical Accounting Policies and Estimates
  Basis of Financial Information
   32




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Noncontrolling Interests
    Revenue Recognition
 Financial Advisory Fees
   Merchant Banking and Other Investment Revenues
     33




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Investments
  Restricted Stock Units
  Earnings per Share
    Provision for Taxes
  34




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##### Table of Contents



Cash and Cash Equivalents
   Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     35




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##### Table of Contents



Derivative Instruments
  Subsequent Events
  Accounting Developments
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
   36




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##### 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
  ApproximateTotal Number of
    
    Dollar Value ofShares Purchased
    
    Shares that Mayas Part of
    
    Yet BeTotal Number of
    
    
    
    
    
    Publicly
    
    PurchasedShares
    
    Average Price
    
    Announced Plans
    
    under the PlansPeriod
    
    Repurchased1
    
    Paid Per Share
    
    or Programs
    
    or Programs2January 1 - January 31
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    February 1 - February 28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1 - March 31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1
    
    Excludes 255,660 shares the Company is deemed to have repurchased at $78.48 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 April 22, 2010, the Board of Directors authorized the repurchase of up to
$100,000,000 of its common stock through December 31, 2011. 
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Other Information
  37




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##### Table of Contents



Item 5.
    
    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 27, 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).3.3
    
    
    Certificate of Designations, Preferences and Rights of Series A-1
Contingent Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on April 1, 2010).3.4
    
    
    Certificate of Designations, Preferences and Rights of Series A-2
Contingent Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Registrants Current Report on Form 8-K filed on April 1, 2010).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).
 38




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##### Table of Contents



ExhibitNumber
    
    Description10.9
    
    
    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).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).
 39




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##### Table of Contents



ExhibitNumber
    
    Description10.21
    
    

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).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., Inc. 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).
 40




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##### Table of Contents



ExhibitNumber
    
    Description10.32
    
    
    Form of Agreement of Limited Partnership of GSAV (Associates),
L.P. (incorporated by reference to Exhibit 10.32 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 10.33 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).
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##### Table of Contents



ExhibitNumber
    
    Description10.44
    
    
    Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit 10.44 to the Registrants Quarterly
Report on Form 10-Q for the period ended March 31, 2009).10.45
    
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted Stock
Award Notification (MDs)  Five Year Ratable Vesting
(incorporated by reference to Exhibit 10.45 to the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2009).10.46
    
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted Stock
Award Notification (MDs)  Five Year Cliff Vesting
(incorporated by reference to Exhibit 10.46 to the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2009).10.47
    
    
    Form of Greenhill & Co. Equity Incentive Plan Restricted Stock
Award Notification (non-MDs)  Five Year Ratable Vesting
(incorporated by reference to Exhibit 10.47 to the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2009).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).10.49
    
    
    Memorandum of Agreement dated as of October 28, 2009 among
Registrant, Robert H. Niehaus and V. Frank Pottow
(incorporated by reference to Registrants report on Form 8-K
filed on October 29, 2009).10.50
    
    
    Transaction Agreement dated as of December 22, 2009 among
Registrant, certain of its subsidiaries, Robert H. Niehaus and
V. Frank Pottow (incorporated by reference to Registrants
report on Form 8-K filed on December 22, 2009).10.51
    
    
    Share Sale Agreement dated March 16, 2010 among Greenhill &
Co., Inc., Caergwrle Investments Pty Ltd, Mordant Investments
Pty Ltd, Baliac Pty Ltd, Peter Hunt, Simon Mordant and Ron
Malek (incorporated by reference as Exhibit 2.1 to Registrants Current Report on Form 8-K filed on April 1, 2010).10.52*
    
    
    Form of Seventh Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc.10.53*
    
    

Form
of Security Agreement (LLC Distribution) by and between Greenhill & Co., Inc. and First Republic
Bank.31.1*
    
    
    Certification of 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 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 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 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. 42




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##### Table of Contents



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