Business Context and Reporting Period
This Form 8-K filing by Evercore Partners Inc. (Evercore) reports a material definitive agreement entered into on March 4, 2010. The filing covers the acquisition of an interest in Atalanta Sosnoff Capital, LLC (ASC), a New York-based investment manager.
Key Financial Metrics and Transaction Details
- Acquisition Stake: Evercore is purchasing 49% of the economic interests in ASC.
- Base Purchase Price: Approximately $68.6 million in cash, subject to adjustments for required consents and other matters.
- Contingent Consideration: An earn-out payment of up to $14.7 million based on ASC's business performance during 2010.
- Payment Structure: The earn-out, if triggered, will be paid 50% in cash and 50% in Evercore Class A common stock.
- Remaining Ownership: The remaining 51% of ASC's economic interests will be retained by ASC's senior management.
Material Changes and Governance
Upon consummation, ASC will be governed by a five-member board comprising three Evercore designees and two ASC management members. Current ASC management, including Chairman Martin T. Sosnoff and President Craig B. Steinberg, will remain in their roles and sign new service agreements. The transaction is expected to close in the second quarter of 2010, subject to customary conditions including the expiration of the Hart-Scott-Rodino waiting period and receipt of third-party consents.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue projections, or liquidity metrics for Evercore itself, as this is a transaction announcement rather than a periodic financial report. The primary contingency is the successful satisfaction of closing conditions, including regulatory approvals and third-party consents. The earn-out payment is contingent on future performance metrics defined in the Purchase Agreement.
Key Facts for Investor Verification
- Confirmation of the closing date, expected in Q2 2010.
- Final adjusted purchase price after accounting for required consents and working capital adjustments.
- Specific performance metrics required to trigger the $14.7 million earn-out payment.
- Impact of the acquisition on Evercore's consolidated financial statements post-closing.
- Details of the new service agreements signed by ASC management.