Business Context and Reporting Period
Company: Evercore Partners Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2010
Event: Entry into a Material Definitive Agreement involving a strategic alliance and equity exchange with Trilantic Capital Partners.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on the terms of a new strategic agreement.
| Item | Value/Description |
|---|---|
| Annual Fee Commitment | $2,000,000 per year for five years |
| Capital Commitment Range | $25,000,000 to $50,000,000 (or 2.5% of successor fund, whichever is less) |
| Carried Interest Entitlement | 10% of aggregate carried interest from Trilantic Fund IV Global |
| Equity Issued | 500,000 Class B-4 Units |
Material Changes
The filing details a material change in Evercore's business structure and strategic partnerships:
- Equity Exchange: Evercore LP issued 500,000 new Class B-4 Units in exchange for limited partnership interests in Trilantic GPs.
- Strategic Alliance: Established a reciprocal referral agreement where Evercore sources investment opportunities for Trilantic, and Trilantic refers M&A and restructuring advisory business to Evercore.
- Partnership Agreement Amendment: Adopted Amendment No. 1 to the Limited Partnership Agreement to authorize the new Class B-4 Units, which are exempt from vesting/forfeiture but subject to specific redemption provisions.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The agreement is designed to integrate Evercore's advisory capabilities with Trilantic's private equity platform, creating a pipeline for deal flow and fee generation.
Contingencies and Conditions:
- The capital commitment to the successor private equity fund is subject to specified conditions, including Evercore's participation in Trilantic's economics payable from that fund.
- Transaction fees for sourcing investment opportunities are to be determined.
- The Strategic Alliance Agreement requires both parties to use "commercially reasonable efforts" to fulfill referral obligations.
Risks: The filing does not explicitly list risk factors; however, the success of the alliance depends on the ability of both parties to source and execute transactions.
Investor Verification Checklist
- Verify the full text of the Contribution and Exchange Agreement (Exhibit 10.1) for specific redemption and transfer restrictions on the new Class B-4 Units.
- Confirm the specific conditions required to trigger the $25 million to $50 million capital commitment to the successor fund.
- Review the Press Release (Exhibit 99.2) for additional context on the strategic rationale.
- Monitor future filings for the determination of transaction fees associated with the investment sourcing agreement.