GREENHILL & CO INC

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has Greenhill or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of Greenhill, the members of ou...

expiry = 2018-03-14...CO., INC. OF UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Greenhill & Co., Inc. (“Greenhill,” the “Company,” “we,” “us,” or “our”) is offering to purchase for cash up to $110.0 million of shares of...

listed = True...utstanding Shares, or 18% of our outstanding Shares on a fully diluted basis. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7. The Shares are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “GHL.” On February 12, 2018, the last full trading day before we commenced the Offer, the closing price of the Shares on the NYSE was $18.60 per Share. You should obtain current market quotations for the Shares before deciding whether to participate in the Offer. If you have questions or need assistanc...

mechanism = DUTCH...er by no more than 2% of the outstanding Shares without extending the Offer. See Sections 1, 7 and 11. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. The price range for the Offer is $18.50 to $20.50 per Share. We will select the lowest single purchase price (in increments of...

must_tender_all = True...operly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $110.0 million, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from stockholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference); • Second, after purchasing all the odd lots that were properly tendered at or below the Purchase Price and...

price = USD 18.5-20.5...the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. The price range for the Offer is $18.50 to $20.50 per Share. We will select the lowest single purchase price (in increments of $0.25), not greater than $20.50 nor less than $18.50 per Share, that will allow us to purchase up to $110.0 million in value of Shares at such...

priority = True...tal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single per Share price that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering stockholders. We will select the lowest single...

threshold = 100...Date. -7- Therefore, we may not purchase all of the Shares that you properly tender, even if you tender them at or below the final Purchase Price. No Shares tendered above the Purchase Price will be purchased pursuant to the Offer. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d535893dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY GREENHILL & CO., INC. OF UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME,...