Greenhill & Co., Inc. (NYSE:GHL) signed a definitive agreement to acquire Cogent Partners, LP from New Capital Partners Private Equity Fund L.P., fund of New Capital Partners, Apogee LLC, Singer Bros. LLC, Lodestar Capital, LP, Lakeside Capital and other shareholder for approximately $100 million in cash and stock on February 9, 2015. Under the terms of the agreement, approximately $30.8 million will be payable in the future upon the achievement of agreed revenue targets, with approximately $44 million of the amount initially payable will be paid by Greenhill in cash funded by bank borrowings, with the remainder of consideration to be paid by issuance of 0.78 million shares of Greenhill common stock. Equity holders of Cogent who are members of Cogent's senior team will in aggregate receive 72.7% of their consideration in Greenhill stock and 27.3% in cash, with Cogent's outside investors receiving all cash consideration. Greenhill will also grant restricted stock units and other deferred compensation, which will vest over time, to a number of Cogent equity holders and other employees. Greenhill entered into a commitment letter with First Republic Bank to provide a $45.0 million term loan facility for the purposes of funding the acquisition. As on April 1, 2015, Greenhill entered into a renewal and modification agreement with First Republic, extending the maturity date of its revolving loan facility to April 30, 2016 and increasing the facility size from $45 million to $50 million.

For the year ended December 31, 2014, Cogent Partners, LP reported revenues of $46.39 million, operating income of $18.21 million, net income of $17.87 million, total assets of $37.52 million and shareholders equity of $18.43 million. On completion, the combined firm's advisory activities for institutional investors in relation to the secondary market for alternative assets will operate under the name Greenhill Cogent. All eight of Cogent's Managing Directors will become Greenhill Managing Directors, and 38 employees in total (including the Managing Directors) will join Greenhill at closing. Cogent's Managing Directors joining Greenhill are Chris Bonfield, Bernhard Engelien, Brenlen Jinkens, Todd Miller, Brian Mooney, Bill Murphy, Stephen Sloan and Dominik Woessner. The transaction is subject to receipt by Greenhill of applicable regulatory approvals, FCA approval, FINRA approval, consummation of financial audit, execution of non competition agreement, minimum cash of $5 million and working capital of at least $5 million and other customary conditions, and is expected to close around the end of the first quarter. The transaction is expected to be substantial revenue and earnings accretion from the start. The transaction received an early termination of antitrust waiting period on March 24, 2015.

William L. Taylor, James E. Elworth, R. Danny Brimhall, Jeffrey P. Crandall, Gillian Emmett Moldowan, Jessie M. Ferguson, Kathleen L. Ferrell, Kay Ng of Davis Polk & Wardwell LLP acted as legal advisor for Cogent Partners, LP. Marie Gibson, Sally Thurston, Matthew Zisk, Clifford Aronson, Ronald D. Kohut, Dohyun Kim and Young Park of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Greenhill. Hein & Associates LLP acted as accountant to Greenhill. Keefe, Bruyette & Woods acted as financial advisor to Cogent Partners, LP.

Greenhill & Co., Inc. (NYSE:GHL) completed the acquisition of Cogent Partners, LP from New Capital Partners Private Equity Fund L.P., fund of New Capital Partners, Apogee LLC, Singer Bros. LLC, Lodestar Capital, LP, Lakeside Capital and other shareholder on April 1, 2015.