##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 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
    
    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
June 30, 2009 (unaudited) and December 31, 2008
    
    
    4Condensed Consolidated Statements of Income for the three and
six months ended June 30, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Comprehensive Income for
the three and six months ended June 30, 2009 and 2008
(unaudited)
    
    
    6Condensed Consolidated Statements of Changes in Equity for the
six months ended June 30, 2009 (unaudited) and 
year ended
December 31, 2008
    
    
    7Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2009 and 2008 (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    92. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    223. 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. Submission of Matters to a Vote of Security Holders
    
    
    375. Other Information
    
    
    376. Exhibits
    
    
    38Signature
    
    
    S-1ExhibitsEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
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AVAILABLE INFORMATION
   3




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Financial Condition
 As ofJune 30,2009
    
    
    December 31,(unaudited)
    
    
    2008AssetsCash and cash equivalents
    
    $
    55,048,701
    
    
    $
    62,848,655Financial advisory fees receivable, net of
allowance for doubtful accounts of $0.0 million
and $0.3 million as of June 30, 2009 and
December 31, 2008, respectively
    
    
    25,986,816
    
    
    
    26,255,995Other receivables
    
    
    5,738,007
    
    
    
    4,434,227Property and equipment, net of accumulated
depreciation and amortization of $38.0 million
and $35.5 million as of June 30, 2009 and
December 31, 2008, respectively
    
    
    11,634,827
    
    
    
    12,074,207Investments in affiliated merchant banking funds
    
    
    68,642,271
    
    
    
    73,412,898Other investments
    
    
    40,159,439
    
    
    
    34,951,710Due from affiliates
    
    
    1,268,905
    
    
    
    455,615Goodwill
    
    
    16,948,567
    
    
    
    16,133,050Deferred tax asset
    
    
    35,712,335
    
    
    
    33,996,719Other assets
    
    
    663,699
    
    
    
    1,216,117Total assets
    
    $
    261,803,567
    
    
    $
    265,779,193Liabilities and EquityCompensation payable
    
    $
    4,987,550
    
    
    $
    19,448,513Accounts payable and accrued expenses
    
    
    4,683,178
    
    
    
    9,614,649Bank loan payable
    
    
    33,375,000
    
    
    
    26,500,000Taxes payable
    
    
    1,629,860
    
    
    
    10,149,231Total liabilities
    
    
    44,675,588
    
    
    
    65,712,393Common stock, par value $0.01 per share;
100,000,000 shares authorized, 33,120,076 and
32,830,423 shares issued as of June 30, 2009
and December 31, 2008, respectively; 28,155,943
and 27,981,150 shares outstanding as of June
30, 2009 and December 31, 2008, respectively
    
    
    331,201
    
    
    
    328,304Restricted stock units
    
    
    69,886,518
    
    
    
    59,525,357Additional paid-in capital
    
    
    224,682,364
    
    
    
    213,365,812Exchangeable shares of subsidiary; 257,156
shares issued and 208,418 shares outstanding as
of June 30, 2009 and December 31, 2008,
respectively
    
    
    12,442,555
    
    
    
    12,442,555Retained earnings
    
    
    185,818,041
    
    
    
    189,357,441Accumulated other comprehensive income (loss)
    
    
    (10,477,878
    )
    
    
    (17,408,714
    )Treasury stock, at cost, par value $0.01 per
share; 4,945,313 and 4,849,273 shares as of
June 30, 2009 
and December 31, 2008,
respectively
    
    
    (267,086,584
    )
    
    
    (259,361,550
    )Stockholders equity
    
    
    215,596,217
    
    
    
    198,249,205Noncontrolling interests
    
    
    1,531,762
    
    
    
    1,817,595Total equity
    
    
    217,127,979
    
    
    
    200,066,800Total liabilities and equity
    
    $
    261,803,567
    
    
    $
    265,779,193
 See accompanying notes to condensed consolidated financial statements (unaudited).
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##### Table of Contents



Greenhill
& Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Income (unaudited)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesFinancial advisory fees
    
    $
    45,511,600
    
    
    $
    49,892,910
    
    
    $
    110,656,294
    
    
    $
    119,342,305Merchant banking revenue
    
    
    8,345,598
    
    
    
    57,728,641
    
    
    
    4,954,843
    
    
    
    62,259,456Interest income
    
    
    243,538
    
    
    
    1,048,124
    
    
    
    316,278
    
    
    
    2,448,299Total revenues
    
    
    54,100,736
    
    
    
    108,669,675
    
    
    
    115,927,415
    
    
    
    184,050,060ExpensesEmployee compensation and benefits
    
    
    25,215,512
    
    
    
    49,838,192
    
    
    
    53,655,786
    
    
    
    84,513,169Occupancy and equipment rental
    
    
    3,022,834
    
    
    
    2,770,988
    
    
    
    5,572,830
    
    
    
    5,385,936Depreciation and amortization
    
    
    1,277,820
    
    
    
    1,146,535
    
    
    
    2,431,581
    
    
    
    2,252,356Information services
    
    
    1,256,388
    
    
    
    1,325,522
    
    
    
    2,745,994
    
    
    
    3,059,004Professional fees
    
    
    1,552,136
    
    
    
    1,287,675
    
    
    
    2,984,252
    
    
    
    2,211,974Travel related expenses
    
    
    1,984,481
    
    
    
    1,652,221
    
    
    
    3,896,168
    
    
    
    3,599,115Interest expense
    
    
    341,958
    
    
    
    911,155
    
    
    
    695,604
    
    
    
    2,067,341Other operating expenses
    
    
    2,301,531
    
    
    
    2,715,864
    
    
    
    4,402,035
    
    
    
    3,907,927Total expenses
    
    
    36,952,660
    
    
    
    61,648,152
    
    
    
    76,384,250
    
    
    
    106,996,822Income before taxes
    
    
    17,148,076
    
    
    
    47,021,523
    
    
    
    39,543,165
    
    
    
    77,053,238Provision for taxes
    
    
    6,854,759
    
    
    
    17,727,176
    
    
    
    15,531,376
    
    
    
    28,596,829Consolidated net income
    
    
    10,293,317
    
    
    
    29,294,347
    
    
    
    24,011,789
    
    
    
    48,456,409Less: Net income (loss) allocated to
noncontrolling interests
    
    
    509
    
    
    
    375,975
    
    
    
    (179,134
    )
    
    
    325,776Net income allocated to common
stockholders
    
    $
    10,292,808
    
    
    $
    28,918,372
    
    
    $
    24,190,923
    
    
    $
    48,130,633Average shares outstanding:Basic
    
    
    29,508,520
    
    
    
    27,848,736
    
    
    
    29,495,056
    
    
    
    27,903,707Diluted
    
    
    29,623,249
    
    
    
    27,904,439
    
    
    
    29,572,969
    
    
    
    27,962,961Earnings per share:Basic
    
    $
    0.35
    
    
    $
    1.04
    
    
    $
    0.82
    
    
    $
    1.72Diluted
    
    $
    0.35
    
    
    $
    1.04
    
    
    $
    0.82
    
    
    $
    1.72Dividends declared and paid per share
    
    $
    0.45
    
    
    $
    0.45
    
    
    $
    0.90
    
    
    $
    0.90
 See accompanying notes to condensed consolidated financial statements (unaudited).
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Greenhill
& Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Comprehensive Income (unaudited)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Consolidated net income
    
    $
    10,293,317
    
    
    $
    29,294,347
    
    
    $
    24,011,789
    
    
    $
    48,456,409Currency translation adjustment, net of tax
    
    
    8,749,380
    
    
    
    384,990
    
    
    
    6,930,836
    
    
    
    852,360Comprehensive income
    
    
    19,042,697
    
    
    
    29,679,337
    
    
    
    30,942,625
    
    
    
    49,308,769Less: Net income (loss) allocated to
noncontrolling interests
    
    
    509
    
    
    
    375,975
    
    
    
    (179,134
    )
    
    
    325,776Comprehensive income allocated to
common stockholders
    
    $
    19,042,188
    
    
    $
    29,303,362
    
    
    $
    31,121,759
    
    
    $
    48,982,993
 See accompanying notes to condensed consolidated financial statements (unaudited).
 6




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##### Table of Contents



Greenhill & Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Changes in Equity
 Six MonthsEndedJune 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
    
    
    2,897
    
    
    
    15,982Common stock, end of the period
    
    
    331,201
    
    
    
    328,304Restricted stock unitsRestricted stock units, beginning of the year
    
    
    59,525,357
    
    
    
    42,743,802Restricted stock units recognized
    
    
    20,292,003
    
    
    
    32,196,650Restricted stock units delivered
    
    
    (9,930,842
    )
    
    
    (15,415,095
    )Restricted stock units, end of the period
    
    
    69,886,518
    
    
    
    59,525,357Additional paid-in capitalAdditional paid-in capital, beginning of the year
    
    
    213,365,812
    
    
    
    126,268,395Common stock issued
    
    
    10,089,033
    
    
    
    85,940,317Tax benefit from the delivery of restricted stock units
    
    
    1,227,519
    
    
    
    1,157,100Additional paid-in capital, end of the period
    
    
    224,682,364
    
    
    
    213,365,812Exchangeable shares of subsidiaryExchangeable shares of subsidiary, beginning of the year
    
    
    12,442,555
    
    
    
    15,352,213Exchangeable shares of subsidiary delivered
    
    
    
    
    
    
    (2,909,658
    )Exchangeable shares of subsidiary, end of the period
    
    
    12,442,555
    
    
    
    12,442,555Retained earningsRetained earnings, beginning of the year
    
    
    189,357,441
    
    
    
    190,416,057Dividends
    
    
    (27,730,323
    )
    
    
    (50,036,686
    )Net income allocated to common shareholders
    
    
    24,190,923
    
    
    
    48,978,070Retained earnings, end of the period
    
    
    185,818,041
    
    
    
    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
    
    
    6,930,836
    
    
    
    (22,135,839
    )Accumulated other comprehensive income (loss), end of the period
    
    
    (10,477,878
    )
    
    
    (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
    
    
    (7,725,034
    )
    
    
    (21,832,102
    )Treasury stock, end of the period
    
    
    (267,086,584
    )
    
    
    (259,361,550
    )Total stockholders equity
    
    
    215,596,217
    
    
    
    198,249,205Noncontrolling interestsNoncontrolling interests, beginning of the year
    
    
    1,817,595
    
    
    
    2,253,122Net loss allocated to noncontrolling interests
    
    
    (179,134
    )
    
    
    (511,670
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    318,101Distributions to noncontrolling interests
    
    
    (124,699
    )
    
    
    (241,958
    )Noncontrolling interests, end of period
    
    
    1,531,762
    
    
    
    1,817,595Total equity
    
    $
    217,127,979
    
    
    $
    200,066,800
 See accompanying notes to condensed consolidated financial statements (unaudited).
 7




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##### Table of Contents



Greenhill
& Co., Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
 For the Six Months EndedJune 30,2009
    
    
    2008Operating activities:Consolidated net income
    
    $
    24,011,789
    
    
    $
    48,456,409Adjustments to reconcile consolidated net income to net
cash provided by (used in) operating activities:Non-cash items included in net income:Depreciation and amortization
    
    
    2,431,581
    
    
    
    2,252,356Net investment losses (gains)
    
    
    3,999,083
    
    
    
    (52,618,053
    )Restricted stock units recognized and common stock issued
    
    
    20,458,261
    
    
    
    16,734,815Deferred taxes
    
    
    (1,715,616
    )
    
    
    Changes in operating assets and liabilities:Financial advisory fees receivable
    
    
    269,179
    
    
    
    2,789,417Due to (from) affiliates
    
    
    (813,290
    )
    
    
    (418,142
    )Other receivables and assets
    
    
    (711,709
    )
    
    
    170,380Compensation payable
    
    
    (14,460,963
    )
    
    
    (62,025,950
    )Accounts payable and accrued expenses
    
    
    (4,931,471
    )
    
    
    (1,709,464
    )Taxes payable
    
    
    (8,519,371
    )
    
    
    (8,579,143
    )Net cash provided by (used in) operating activities
    
    
    20,017,473
    
    
    
    (54,947,375
    )Investing activities:Purchases of merchant banking investments
    
    
    (7,635,270
    )
    
    
    (13,425,116
    )Purchases of investments
    
    
    (525,000
    )
    
    
    (1,212,500
    )Proceeds from investments
    
    
    
    
    
    
    11,232,727Distributions from investments
    
    
    7,889,307
    
    
    
    3,953,659Purchases of property and equipment
    
    
    (1,743,880
    )
    
    
    (1,368,889
    )Net cash used in investing activities
    
    
    (2,014,843
    )
    
    
    (820,119
    )Financing activities:Proceeds of revolving bank loan
    
    
    62,875,000
    
    
    
    54,600,000Repayment of revolving bank loan
    
    
    (56,000,000
    )
    
    
    (63,075,000
    )Repayment of notes to UK members
    
    
    
    
    
    
    (1,445,044
    )Contributions from noncontrolling interests
    
    
    18,000
    
    
    
    24,744Distributions to noncontrolling interests
    
    
    (124,699
    )
    
    
    (220,260
    )Dividends paid
    
    
    (27,730,323
    )
    
    
    (26,024,156
    )Purchase of treasury stock
    
    
    (7,725,034
    )
    
    
    (21,041,463
    )Net tax benefit from the delivery of restricted stock units
and payment of dividend equivalents
    
    
    1,227,519
    
    
    
    1,215,596Net cash used in financing activities
    
    
    (27,459,537
    )
    
    
    (55,965,583
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,656,953
    
    
    
    213,355Net decrease in cash and cash equivalents
    
    
    (7,799,954
    )
    
    
    (111,519,722
    )Cash and cash equivalents, beginning of period
    
    
    62,848,655
    
    
    
    191,670,516Cash and cash equivalents, end of period
    
    $
    55,048,701
    
    
    $
    80,150,794Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    663,181
    
    
    $
    1,863,805Cash paid for taxes, net of refunds
    
    $
    25,764,840
    
    
    $
    36,709,943
 See accompanying notes to condensed consolidated financial statements (unaudited).
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##### Table of Contents



Notes to Condensed Consolidated Financial Statements (unaudited)
 Note 1  Organization
   
    
    Financial advisory, which includes engagements relating to mergers, acquisitions,
financing advisory and restructurings, and fund placement advisory; and
    
    Merchant banking, which includes the management of outside capital invested in the
Companys merchant banking funds and other similar vehicles, primarily Greenhill Capital
Partners (GCP I), Greenhill Capital Partners II (GCP II), Greenhill Capital
Partners Europe (GCP Europe), and Greenhill SAV Partners (GSAVP together with GCP
I, GCP II and GCP Europe, the Greenhill Funds), and the Companys principal
investments in the Greenhill Funds and other merchant banking funds and similar vehicles.
        9




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##### Table of Contents



Note 2  Summary of Significant Accounting Policies
 Basis of Financial Information
    Noncontrolling Interests
  10




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##### Table of Contents



Revenue Recognition
 Financial Advisory Fees
   Merchant Banking and Other Revenues
     11




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##### Table of Contents



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




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##### Table of Contents



Goodwill
  Property and Equipment
     Provision for Taxes
  Cash Equivalents
   Financial Instruments and Fair Value
  Basis of Fair Value Measurement
   13




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##### Table of Contents



Derivative Instruments
  Accounting Developments
   Note 3  Investments
 Affiliated Merchant Banking Investments
    14




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##### Table of Contents



For the Three Months Ended
    
    
    For the Six Months EndedJune  30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Management fees
    
    $
    4,490
    
    
    $
    4,592
    
    
    $
    8,954
    
    
    $
    9,641Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    898
    
    
    
    18,093
    
    
    
    (6,233
    )
    
    
    19,273Net realized and unrealized merchant banking profit overrides
    
    
    700
    
    
    
    35,700
    
    
    
    400
    
    
    
    34,600Other realized and unrealized investment income (loss)
    
    
    2,258
    
    
    
    (656
    )
    
    
    1,834
    
    
    
    (1,255
    )Merchant banking revenue
    
    $
    8,346
    
    
    $
    57,729
    
    
    $
    4,955
    
    
    $
    62,259
  As ofJune 30,
    
    
    As of2009
    
    
    December 31,(unaudited)
    
    
    2008(in thousands)Investment in GCP I
    
    $
    5,490
    
    
    $
    8,469Investment in GCP II
    
    
    47,254
    
    
    
    55,852Investment in GSAVP
    
    
    3,858
    
    
    
    2,730Investment in GCPE
    
    
    12,040
    
    
    
    6,362Total investments in affiliated merchant banking funds
    
    $
    68,642
    
    
    $
    73,413
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##### Table of Contents



As ofJune 30,
    
    As of2009
    
    December 31,(unaudited)
    
    2008(in thousands)Cash
    
    $
    3,936
    
    
    $
    14,736Portfolio investments
    
    
    27,697
    
    
    
    55,970Total assets
    
    
    31,633
    
    
    
    70,716Total liabilities
    
    
    1,822
    
    
    
    2,310Partners capital
    
    
    29,811
    
    
    
    68,406
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized gains on investments
    
    $
    4,913
    
    
    $
    46,039
    
    
    $
    4,544
    
    
    $
    18,194Investment income
    
    
    3
    
    
    
    324
    
    
    
    22
    
    
    
    634Expenses
    
    
    (181
    )
    
    
    (148
    )
    
    
    (328
    )
    
    
    (382
    )Net income
    
    $
    4,735
    
    
    $
    46,215
    
    
    $
    4,238
    
    
    $
    18,446
  As ofJune 30,
    
    As of2009
    
    December 31,(unaudited)
    
    2008(in thousands)Cash
    
    $
    9,577
    
    
    $
    4,393Portfolio investments
    
    
    446,483
    
    
    
    528,178Total assets
    
    
    458,290
    
    
    
    533,123Total liabilities
    
    
    962
    
    
    
    856Partners capital
    
    
    457,328
    
    
    
    532,267
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, unaudited)Net realized and unrealized gains (losses) on investments
    
    $
    (4,257
    )
    
    $
    169,420
    
    
    $
    (63,656
    )
    
    $
    7,621Investment income
    
    
    4,045
    
    
    
    1,820
    
    
    
    4,574
    
    
    
    218,345Expenses
    
    
    (2,138
    )
    
    
    (3,434
    )
    
    
    (4,313
    )
    
    
    (7,100
    )Net income (loss)
    
    $
    (2,350
    )
    
    $
    167,806
    
    
    $
    (63,395
    )
    
    $
    218,866
 Other Investments
  As ofJune 30,
    
    
    As of2009
    
    
    December 31,(unaudited)
    
    
    2008(in thousands)Barrow Street Capital II, LLC
    
    $
    3,489
    
    
    $
    3,736Iridium 5% Convertible Note
    
    
    22,900
    
    
    
    22,900GHLAC Common Stock and GHLAC Warrants
    
    
    13,770
    
    
    
    8,316Total other investments
    
    $
    40,159
    
    
    $
    34,952
 16




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##### Table of Contents



Fair Value Hierarchy
  Assets Measured at Fair Value on a Recurring Basis as of June 30, 2009
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Balance asfor
    
    
    Observable
    
    
    Unobservable
    
    
    ofIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    June 30,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2009(in thousands, unaudited)AssetsIridium 5% Convertible Note
    
    $
    
    
    
    $
    
    
    
    $
    22,900
    
    
    $
    22,900GHLAC Warrants1
    
    
    
    
    
    
    
    
    
    
    13,749
    
    
    
    13,749Total investments
    
    $
    
    
    
    $
    
    
    
    $
    36,649
    
    
    $
    36,649
 Assets Measured at Fair Value on a Recurring Basis as of December 31, 2008
 Quoted Prices in
    
    
    
    
    
    
    
    
    
    
    Balance asActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    offor
    
    
    Observable
    
    
    Unobservable
    
    
    DecemberIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    31,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2008(in thousands, unaudited)AssetsIridium 5% Convertible Note
    
    $
    
    
    
    $
    
    
    
    $
    22,900
    
    
    $
    22,900GHLAC Warrants1
    
    
    
    
    
    
    
    
    
    
    8,295
    
    
    
    8,295Total investments
    
    $
    
    
    
    $
    
    
    
    $
    31,195
    
    
    $
    31,195
 17




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##### Table of Contents



Level 3 Gains and Losses
  Beginning
    
    
    
    
    
    
    
    
    
    
    Purchases,
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Sales, Other
    
    
    Transfers
    
    
    BalanceMarch 31,
    
    
    Gains
    
    
    Gains or
    
    
    Settlements and
    
    
    in and/or
    
    
    June 30,2009
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 3
    
    
    2009(in thousands, unaudited)AssetsIridium 5% Convertible
Note
    
    $
    22,900
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,900GHLAC Warrants1
    
    
    7,872
    
    
    
    
    
    
    
    5,877
    
    
    
    
    
    
    
    
    
    
    
    13,749Total investments
    
    $
    30,772
    
    
    $
    
    
    
    $
    5,877
    
    
    $
    
    
    
    $
    
    
    
    $
    36,649
  Beginning
    
    
    
    
    
    
    
    
    
    
    Purchases,
    
    
    Net
    
    
    EndingBalance
    
    
    Realized
    
    
    Unrealized
    
    
    Sales, Other
    
    
    Transfers
    
    
    BalanceJanuary 1,
    
    
    Gains
    
    
    Gains or
    
    
    Settlements and
    
    
    in and/or
    
    
    June 30,2009
    
    
    or (Losses)
    
    
    (Losses)
    
    
    Issuances, net
    
    
    out of Level 3
    
    
    2009(in thousands, unaudited)AssetsIridium 5% Convertible
Note
    
    $
    22,900
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,900GHLAC Warrants1
    
    
    8,295
    
    
    
    
    
    
    
    5,454
    
    
    
    
    
    
    
    
    
    
    
    13,749Total investments
    
    $
    31,195
    
    
    $
    
    
    
    $
    5,454
    
    
    $
    
    
    
    $
    
    
    
    $
    36,649
 
 1
    
    The GHLAC Warrants consist of the Founder
Warrants and the Private Placement Warrants discussed in Note 1 
Organization. 18




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Note 4  Related Parties
   Note 5  Revolving Bank Loan Facility
  Note 6
 Equity
     19




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##### Table of Contents



Note 7  Earnings Per Share
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands, except per share amounts, unaudited)Numerator for
basic and diluted EPS 
net income available to
common stockholders
    
    $
    10,293
    
    
    $
    28,918
    
    
    $
    24,191
    
    
    $
    48,131Denominator for basic
EPS  weighted average
number of shares
    
    
    29,509
    
    
    
    27,849
    
    
    
    29,495
    
    
    
    27,904Add  dilutive effect of:Weighted average number
of incremental shares
issuable from restricted
stock units
    
    
    114
    
    
    
    56
    
    
    
    78
    
    
    
    59Denominator for diluted
EPS  weighted average
number of shares and
dilutive potential
shares
    
    
    29,623
    
    
    
    27,905
    
    
    
    29,573
    
    
    
    27,963Earnings per share:Basic
    
    $
    0.35
    
    
    $
    1.04
    
    
    $
    0.82
    
    
    $
    1.72Diluted
    
    $
    0.35
    
    
    $
    1.04
    
    
    $
    0.82
    
    
    $
    1.72
 Note 8  Income Taxes
     Note 9  Regulatory Requirements
    20




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Note 10  Business Information
  
 
  For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008% of
    
    
    
    
    
    
    % ofAmount
    
    
    Total
    
    
    Amount
    
    
    Total(in millions, unaudited)Financial advisory fees
    
    $
    45.5
    
    
    
    84
    %
    
    $
    49.9
    
    
    
    46
    %Merchant banking and other revenues
    
    
    8.6
    
    
    
    16
    %
    
    
    58.8
    
    
    
    54
    %Total revenues
    
    $
    54.1
    
    
    
    100
    %
    
    $
    108.7
    
    
    
    100
    %
 For the Six Months EndedJune 30, 2009
    
    
    June 30, 2008% of
    
    
    
    
    
    
    % ofAmount
    
    
    Total
    
    
    Amount
    
    
    Total(in millions, unaudited)Financial advisory fees
    
    $
    110.7
    
    
    
    96
    %
    
    $
    119.3
    
    
    
    65
    %Merchant banking and other revenues
    
    
    5.2
    
    
    
    4
    %
    
    
    64.7
    
    
    
    35
    %Total revenues
    
    $
    115.9
    
    
    
    100
    %
    
    $
    184.0
    
    
    
    100
    %
  Note 11  Subsequent Events
    21




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##### Table of Contents



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
 In this Managements Discussion and Analysis of Financial Condition and Results of Operations,
we, our, firm and us refer to Greenhill & Co., Inc.
 Cautionary Statement Concerning Forward-Looking Statements
 The following discussion should be read in conjunction with our condensed consolidated
financial statements and the related notes that appear elsewhere in this report. We have made
statements in this discussion that are forward-looking statements. In some cases, you can identify
these statements by forward-looking words such as may, might, will, should,
expect, plan, anticipate, believe, estimate, predict, potential or
continue, the negative of these terms and other comparable terminology. These forward-looking
statements, which are subject to risks, uncertainties and assumptions about us, may include
projections of our future financial performance, based on our growth strategies and anticipated
trends in our business. These statements are only predictions based on our current expectations and
projections about future events. There are important factors that could cause our actual results,
level of activity, performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the forward-looking statements. These
factors include, but are not limited to, those discussed in our Report on Form 10-K under the
caption Risk Factors 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 and other merchant banking funds and similar vehicles.
   22




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Business Environment
  2
  
 2
    
    Global M&A announced transaction volume for
the six months ended June 30, 2009 as compared to the six months ended June 30,
2008. Source: Thomson Financial as of July 15, 2009. 23




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##### Table of Contents



Results of Operations
 Summary
   Our quarterly revenues and net income can fluctuate materially depending on the number and
size of completed transactions on which we advised, the number and size of merchant banking gains
(or losses) and other factors. Accordingly, the revenues and net income in any particular period
may not be indicative of future results.
 24




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##### Table of Contents



Revenues By Source
  Revenue by Principal Source of Revenue
 For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    45.5
    
    
    
    84
    %
    
    $
    49.9
    
    
    
    46
    %Merchant banking and other revenues
    
    
    8.6
    
    
    
    6
    %
    
    
    58.8
    
    
    
    54
    %Total revenues
    
    $
    54.1
    
    
    
    100
    %
    
    $
    108.7
    
    
    
    100
    %
 For the Six Months EndedJune 30, 2009
    
    
    June 30, 2008Amount
    
    
    % of Total
    
    
    Amount
    
    
    % of Total(in millions, unaudited)Financial advisory fees
    
    $
    110.7
    
    
    
    96
    %
    
    $
    119.3
    
    
    
    65
    %Merchant banking and other revenues
    
    
    5.2
    
    
    
    4
    %
    
    
    64.7
    
    
    
    35
    %Total revenues
    
    $
    115.9
    
    
    
    100
    %
    
    $
    184.0
    
    
    
    100
    %
 Financial Advisory Revenues
   
    
    the representation of BearingPoint, Inc. on the sale of substantially all of its assets,
pursuant to a Section 363 process under Chapter 11;
    
    the representation of Chrysler LLC in connection with the Chapter 11 proceedings to
effectuate the sale of substantially all of its operating assets and certain liabilities to
a newly created entity jointly owned by Fiat S.p.A., the U.S. Treasury and others;
    
    the representation of Constar International Inc. in connection with its pre-arranged
Chapter 11 proceedings;
    
    the representation of The Dow Chemical Company during its negotiations pertaining to the
Rohm & Haas settlement resolution;
 25




---



##### Table of Contents




    
    the representation of the Independent Committee of the Board of Directors of EPCOR Power
L.P. on the transfer of its GP interest and LP interest from EPCOR Utilities to a newly
formed company, Capital Power Corporation; and
    
    the representation of Shanks Group plc on its rights issue.
 Merchant Banking and Other Revenues
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions, unaudited)Management fees
    
    $
    4.5
    
    
    $
    4.6
    
    
    $
    9.0
    
    
    $
    9.6Net realized and unrealized gains (losses) on investments in
merchant banking funds
    
    
    0.9
    
    
    
    18.1
    
    
    
    (6.3
    )
    
    
    19.3Net realized and unrealized merchant banking profit overrides
    
    
    0.7
    
    
    
    35.7
    
    
    
    0.4
    
    
    
    34.6Other realized and unrealized investment (loss) income
    
    
    2.3
    
    
    
    (0.6
    )
    
    
    1.8
    
    
    
    (1.3
    )Interest income
    
    
    0.2
    
    
    
    1.0
    
    
    
    0.3
    
    
    
    2.5Total merchant banking and other revenues
    
    $
    8.6
    
    
    $
    58.8
    
    
    $
    5.2
    
    
    $
    64.7
    26




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27




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##### Table of Contents



The investment gains or losses in our investment portfolio may fluctuate significantly over
time due to factors beyond our control, such as individual portfolio company performance, equity
market valuations, commodity prices and merger and acquisition opportunities. Revenue recognized
from gains (or losses) recorded in any particular period are not necessarily indicative of revenue
that may be realized and/or recognized in future periods.
 Operating Expenses
     For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions, unaudited)Employee
compensation and
benefits expense
    
    $
    25.2
    
    
    $
    49.8
    
    
    $
    53.7
    
    
    $
    84.5% of revenues
    
    
    47
    %
    
    
    46
    %
    
    
    46
    %
    
    
    46
    %Non-compensation expense
    
    
    11.7
    
    
    
    11.8
    
    
    
    22.7
    
    
    
    22.5% of revenues
    
    
    22
    %
    
    
    11
    %
    
    
    20
    %
    
    
    12
    %Total operating expense
    
    
    37.0
    
    
    
    61.6
    
    
    
    76.4
    
    
    
    107.0% of revenues
    
    
    68
    %
    
    
    57
    %
    
    
    66
    %
    
    
    58
    %Total income before tax
    
    
    17.1
    
    
    
    47.1
    
    
    
    39.5
    
    
    
    77.0Pre-tax income margin
    
    
    32
    %
    
    
    43
    %
    
    
    34
    %
    
    
    42
    %
 Compensation and Benefits Expenses
  28




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##### Table of Contents



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
     The firms non-compensation expenses as a percentage of revenue can vary as a result of a
variety of factors including fluctuation in quarterly revenue amounts, the amount of recruiting and
business development activity, the amount of reimbursement of engagement-related expenses by
clients, the amount of short term borrowings, interest rate and currency movements and other
factors. Accordingly, the non-compensation expenses as a percentage of revenue in any particular
period may not be indicative of the non-compensation expenses as a percentage of revenue in future
periods.
 Provision for Income Taxes
  29




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##### Table of Contents



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




---



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Cash Flows
   31




---



##### Table of Contents



Market Risk
     Critical Accounting Policies and Estimates
  Basis of Financial Information
  32




---



##### Table of Contents



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




---



##### Table of Contents



Investments
  Restricted Stock Units
  Earnings per Share
  34




---



##### Table of Contents



Provision for Taxes
  Cash Equivalents
   Financial Instruments and Fair Value
  Basis of Fair Value Measurement
     35




---



##### Table of Contents



Derivative Instruments
  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
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Nominee
    
    For
    
    WithheldRobert F. Greenhill
    
    
    24,666,763
    
    
    
    2,255,009Scott L. Bok
    
    
    26,349,603
    
    
    
    572,169Simon A. Borrows
    
    
    26,349,595
    
    
    
    572,177John C. Danforth
    
    
    26,734,658
    
    
    
    187,114Steven F. Goldstone
    
    
    26,725,098
    
    
    
    196,674Stephen L. Key
    
    
    26,725,093
    
    
    
    196,679Robert T. Blakely
    
    
    26,707,331
    
    
    
    224,441
  
 Item 5. Other Information
  37




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##### Table of Contents



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).
 38




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##### Table of Contents



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



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



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



ExhibitNumber
    
    Description10.45
    
    Form of Greenhill & Co. Equity Incentive Plan
Restricted Stock Award Notification (MDs)  Five Year
Ratable Vesting.10.46
    
    Form of Greenhill & Co. Equity Incentive Plan
Restricted Stock Award Notification (MDs)  Five Year
Cliff Vesting.10.47
    
    Form of Greenhill & Co. Equity Incentive Plan
Restricted Stock Award Notification (non-MDs)  Five
Year Ratable Vesting.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. 42




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##### Table of Contents



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