Business Context and Reporting Period
This Form 8-K filing by Evercore Partners Inc. (Evercore) reports on events occurring on December 29, 2011. The filing details the completion of a strategic investment by Evercore LP, a majority-owned subsidiary of Evercore Partners Inc.
Key Financial Metrics
The filing discloses specific transaction values related to the acquisition of ABS Investment Management, LLC:
- Transaction Type: Acquisition of a non-controlling interest.
- Ownership Stake Acquired: 45%.
- Aggregate Cash Purchase Price: Approximately $45 million.
- Remaining Ownership: 55% retained by the Founders and employees of ABS Investment Management, LLC.
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity metrics for Evercore Partners Inc. for the reporting period.
Material Changes
The primary material change is the expansion of Evercore's business footprint through the acquisition of ABS Investment Management, LLC, a Connecticut-based institutionally focused hedge fund-of-funds manager. This transaction was executed in accordance with a Purchase and Sale Agreement dated November 11, 2011.
Guidance, Outlook, and Risks
Management Commentary: The transaction was previously announced and completed as planned. A press release issued on December 29, 2011, is included as Exhibit 99.1.
Contingencies: The $45 million purchase price is subject to post-closing adjustments based on the assets under management of ABS Investment Management, LLC after the closing, as defined in the Purchase Agreement.
Risks: The filing does not explicitly list new risks associated with this specific transaction beyond the standard contingent purchase price adjustment.
Investor Verification Checklist
- Verify the final purchase price after post-closing adjustments based on assets under management.
- Review the full text of the Purchase and Sale Agreement (Exhibit 2.1) for specific terms regarding the 45% non-controlling interest.
- Confirm the integration strategy for ABS Investment Management, LLC within Evercore's existing operations.
- Check subsequent filings for the impact of this acquisition on Evercore's consolidated financial statements.