Business Context and Reporting Period
This Form 8-K filing by Evercore Partners Inc. (Evercore) reports on events occurring on December 19, 2006. The filing details the completion of a previously announced acquisition of Braveheart Financial Services Limited ("Braveheart"), a transaction governed by a sale and purchase agreement dated July 31, 2006, and a Closing Agreement dated December 19, 2006.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels for Evercore or Braveheart. Instead, it outlines the specific consideration paid for the acquisition:
- Equity Consideration: Evercore issued 1,771,820 shares of its Class A Common Stock to the sole holders of Braveheart's ordinary shares (Bernard J. Taylor and Julian P. Oakley).
- Cash Consideration: Evercore paid £200,181 to Mr. Taylor for the preference shares of Braveheart.
- Debt/Earn-out Consideration: Evercore issued loan notes totaling $3 million ($2 million to Mr. Taylor and $1 million to Mr. Oakley) representing earn-out consideration.
- Contingent Equity: An additional 590,607 shares of Class A Common Stock may be issued to Mr. Taylor and Mr. Oakley at Evercore's discretion prior to the seventh anniversary of the Closing Agreement, contingent on Braveheart's success.
Material Changes Versus Prior Period
The primary material change reported is the expansion of Evercore's operations through the acquisition of Braveheart. The filing does not provide comparative financial data or metrics to quantify changes in revenue or profitability versus prior periods.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing notes that a press release announcing the consummation of the acquisition was issued on December 21, 2006. The potential issuance of additional shares is tied to the future success of Braveheart.
Risks and Contingencies: The transaction includes contingent consideration (the earn-out loan notes and potential additional shares) which creates future financial obligations dependent on performance metrics not detailed in this summary.
Unusual Items: The filing explicitly states that the financial statements of the acquired business and pro forma financial information are not included in this report. These documents are scheduled to be filed by amendment within 71 days of the report date.
Important Facts for Investor Verification
- Verify the fair market value of the 1,771,820 Class A Common Stock shares issued on the closing date to determine the total equity value of the transaction.
- Review the forthcoming amendment (due within 71 days) for the audited financial statements of Braveheart and the pro forma financial information to assess the impact on Evercore's consolidated results.
- Examine the specific performance metrics in the Purchase Agreement that trigger the issuance of the additional 590,607 shares and the repayment terms of the $3 million in loan notes.
- Confirm the exchange rate used to convert the £200,181 cash payment to USD for accurate total consideration calculation.