Greenhill : 2023 Special Shareholder Meeting - Proxy Statement

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

GREENHILL & CO., INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.

• Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

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Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, NY 10020

[phone]

July 13, 2023

Dear Greenhill Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the "Special Meeting") of stockholders of Greenhill & Co., Inc., a Delaware corporation (which we refer to as "Greenhill," "we," and "our") to be held virtually via live webcast on August 16, 2023, beginning at 12:00 p.m., Eastern Time (unless the Special Meeting is adjourned or postponed). You will be able to virtually attend and vote at the Special Meeting by visiting http://www.virtualshareholdermeeting.com/GHL2023SM, and inserting the 16-digit control number included in your proxy card or voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares in "street name."

On May 22, 2023, Greenhill, Mizuho Americas LLC, a Delaware limited liability company (which we refer to as "Mizuho Americas"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Mizuho Americas (which we refer to as "Merger Sub") entered into an Agreement and Plan of Merger (as it may be amended from time to time, which we refer to as the "Merger Agreement"), pursuant to which, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Greenhill (which we refer to as the "Merger"), with Greenhill continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Mizuho Americas.

The Merger Agreement provides that each share of common stock, par value $0.01 per share, of Greenhill (which we refer to as "Greenhill common stock") issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the "Effective Time") (except for shares held by Greenhill as treasury stock, by any of Greenhill's subsidiaries, by Mizuho Americas or by any of Mizuho Americas' subsidiaries (including Merger Sub), or by any holder of record or beneficial owner who is entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Greenhill common stock as further described in the accompanying proxy statement pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, will be treated as described in the Merger Agreement) will, at the Effective Time, automatically be converted into the right to receive $15.00 in cash, without interest, subject to any required tax withholding.

At the Special Meeting, you will be asked to consider and vote on:

• The Merger Agreement Proposal: proposal to adopt the Merger Agreement;
• The Compensation Proposal: proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Greenhill's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; and
• The Adjournment Proposal: proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to holders of Greenhill common stock.

The Board of Directors of Greenhill (which we refer to as the "Board of Directors"), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best

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interests of Greenhill and its stockholders; (b) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger; (c) recommended that Greenhill stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Greenhill stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) "FOR" the

Merger Agreement Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled "The Special Meeting-Voting at the Special Meeting"). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Greenhill common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Toll-Free:866-391-7007

Email: [e-mail]

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

Chairman & Chief Executive Officer

Greenhill & Co., Inc.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated July 13, 2023, and, together with the enclosed form of proxy card, is first being mailed to Greenhill stockholders on or about July 14, 2023.

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Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, NY 10020

[phone]

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 16, 2023

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the "Special Meeting") of stockholders of Greenhill & Co., Inc., a Delaware corporation (which we refer to as "Greenhill," "we," and "our"), will be held virtually via live webcast on August 16, 2023, beginning at 12:00 p.m., Eastern Time (unless the Special Meeting is adjourned or postponed). You will be able to virtually attend and vote at the Special Meeting by visiting http://www.virtualshareholdermeeting.com/GHL2023SM, and inserting the 16-digit control number included in your proxy card or voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares in "street name."

On May 22, 2023, Greenhill, Mizuho Americas LLC, a Delaware limited liability company (which we refer to as "Mizuho Americas"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Mizuho Americas (which we refer to as "Merger Sub") entered into an Agreement and Plan of Merger (as it may be amended from time to time, which we refer to as the "Merger Agreement"), pursuant to which, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Greenhill (which we refer to as the "Merger"), with Greenhill continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Mizuho Americas.

The Merger Agreement provides that each share of common stock, par value $0.01 per share, of Greenhill (which we refer to as "Greenhill common stock") issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the "Effective Time") (except for shares held by Greenhill as treasury stock, by any of Greenhill's subsidiaries, by Mizuho Americas or by any of Mizuho Americas' subsidiaries (including Merger Sub), or by any holder of record or beneficial owner who is entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Greenhill common stock as further described in this proxy statement pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, will be treated as described in the Merger Agreement) will, at the Effective Time, automatically be converted into the right to receive $15.00 in cash, without interest, subject to any required tax withholding.

The Special Meeting is being held for the following purposes:

1. The Merger Agreement Proposal: To consider and vote on the proposal to adopt the Merger Agreement;
2. The Compensation Proposal: To consider and vote on the proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Greenhill's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; and
3. The Adjournment Proposal: To consider and vote on any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to holders of Greenhill common stock.

Only Greenhill stockholders of record as of the close of business on July 10, 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors of Greenhill unanimously recommends that you vote: (1) "FOR" the Merger Agreement Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

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Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled "The Special Meeting-Voting at the Special Meeting"). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote "FOR" the Merger Agreement Proposal, "FOR" the Compensation Proposal and "FOR" the Adjournment Proposal.

By Order of the Board of Directors,

Chairman & Chief Executive Officer

Greenhill & Co., Inc.