Business Context and Reporting Period
Company: Evercore Partners Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2010
Event: Entry into a Material Definitive Agreement regarding an initial public offering (IPO) and concurrent purchase of partnership units.
Key Financial Metrics and Transaction Details
- Shares Offered: Aggregate of 2,641,060 shares of Class A common stock.
- Offering Price: $26.125 per share.
- Company Issuance: 2,569,075 newly issued shares.
- Selling Stockholders: 71,985 shares sold by existing holders.
- Over-Allotment Option: 30-day option to purchase up to 396,159 additional shares (385,362 from Company; 10,797 from selling stockholders).
- Use of Proceeds: Proceeds from the Company's share sale will be used to purchase outstanding Evercore LP partnership units from certain holders, including senior management.
- Unit Purchase Price: Equal to the net offering price per share received by the Company.
Material Changes
This filing represents a material change in the Company's capital structure and ownership composition. The Company is transitioning from a private partnership structure (Evercore LP) to a public corporation structure by issuing Class A common stock. The transaction involves the simultaneous sale of new equity and the buyout of existing partnership units.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of the Underwriting Agreement and Unit Purchase Agreements. The transaction is underwritten by Goldman, Sachs & Co. and Evercore Group L.L.C. as joint book-running managers, with Barclays Capital, Keefe, Bruyette & Woods, Sandler O'Neill + Partners, L.P., and William Blair & Company as co-managers.
Risks and Contingencies: The summary of terms is qualified in its entirety by reference to the full Underwriting Agreement and Unit Purchase Agreement attached as exhibits. The filing does not provide specific forward-looking guidance on future revenue or earnings, as this is a transactional report rather than an earnings release.
Investor Verification Checklist
- Verify the final number of shares sold if the underwriters exercise the 30-day over-allotment option.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification clauses and lock-up periods.
- Confirm the exact number of Evercore LP partnership units purchased by the Company and the identities of the selling unitholders.
- Check subsequent filings for the final net proceeds received by the Company after underwriting discounts and expenses.