Business Context and Reporting Period
This Form 8-K filing by Evercore Partners Inc. reports a material definitive agreement entered into on November 11, 2011. The transaction involves Evercore LP, a majority-owned subsidiary of Evercore Partners Inc., acquiring a stake in ABS Investment Management, LLC, a Connecticut-based equity long/short hedge fund-of-funds manager.
Key Financial Metrics
The filing details a specific transaction value but does not provide Evercore's consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
- Transaction Value: Approximately $45 million in cash.
- Ownership Stake: 45% non-controlling interest in ABS Investment Management, LLC.
- Remaining Ownership: 55% retained by the Founders and employees.
Material Changes
The primary material change is the entry into a Purchase and Sale agreement to acquire a 45% interest in ABS Investment Management, LLC. This represents a strategic investment rather than an operational change to Evercore's existing financial statements at the time of filing.
Guidance, Outlook, and Risks
Transaction Status: The deal is expected to close in the fourth quarter of 2011, subject to customary closing conditions.
Management Structure: Upon closing, the target company will be governed by a five-member management committee (three from the target's team, two Evercore designees). Founders will continue to lead investment processes and day-to-day operations.
Conditions and Risks: Closing is contingent upon:
- Accuracy of representations and warranties.
- Compliance with covenants.
- Absence of legal prohibitions or material adverse effects.
- Assets Under Management (AUM) Condition: Evercore's obligation is subject to the target's AUM at closing being at least 85% of the pro forma AUM as of September 30, 2011.
Unusual Items: The purchase price is subject to adjustments based on the target's AUM at and after closing.
Investor Verification Checklist
- Verify the final closing date and whether the transaction was consummated in Q4 2011.
- Confirm the final purchase price after AUM-based adjustments.
- Review the target company's AUM as of the closing date to ensure it met the 85% pro forma threshold.
- Monitor future filings for the impact of this investment on Evercore's consolidated financial statements.