Business Context and Reporting Period
Company: Evercore Partners Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 4, 2009
Event: Entry into a Material Definitive Agreement for an underwritten public offering of Class A common stock.
Key Financial Metrics and Transaction Details
- Shares Offered: Aggregate of 3,505,987 shares of Class A common stock.
- Offering Price: $19.0127 per share.
- Company Issuance: 3,236,338 newly issued shares.
- Selling Stockholders: 269,649 shares sold by existing holders.
- Over-Allotment Option: 30-day option to purchase up to 485,450 additional shares from the Company and 40,447 from selling stockholders.
- Use of Proceeds: The Company intends to use all proceeds from the sale of its newly issued shares to purchase outstanding Evercore LP partnership units from certain holders, including senior management.
- Underwriters: Goldman, Sachs & Co. (sole book-running manager), Barclays Capital, Fox-Pitt Kelton Cochran Caronia Waller, Sandler O'Neill & Partners, L.P., and Mizuho Securities USA Inc.
Material Changes and Unusual Items
This filing represents a significant capital structure event involving the conversion of partnership units into public equity. The transaction facilitates the public listing of the Company while simultaneously retiring partnership interests held by management and other unitholders. The effective price paid for the partnership units equals the net proceeds received per share from the public offering.
Guidance, Outlook, and Risks
The filing text does not provide specific financial guidance, revenue outlook, or management commentary regarding future performance. The primary risk disclosed is the execution of the underwriting agreement and the unit purchase agreements, the terms of which are detailed in the attached exhibits.
Investor Verification Checklist
- Verify the final number of shares sold, including any exercise of the 30-day over-allotment option.
- Confirm the total gross proceeds raised by the Company versus the selling stockholders.
- Review the specific identities of the "selling unitholders" and the extent of senior management's participation in the unit purchase agreements.
- Examine the Underwriting Agreement (Exhibit 1.1) and Unit Purchase Agreement (Exhibit 1.2) for specific indemnification clauses and lock-up provisions.