Greenhill is a leading independent investment bank that provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, partnerships, private equity sponsors, institutional investors, family offices and governments globally. We serve as a trusted advisor to our clients throughout the world on a collaborative, globally integrated basis from our offices in the United States, Australia, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, Sweden, and the United Kingdom.

We were established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive Officer of Smith Barney. Since our founding, Greenhill has grown significantly, by recruiting talented

Over our 2627 years as an independent investment banking firm, we have sought to opportunistically recruit new managing directors with a range of industry and transaction specialties, as well as high-level corporate and other relationships, from major investment banks, independent financial advisory firms and other institutions. We also have sought to expand our geographic reach both through recruiting managing directors in new locations and through strategic acquisitions. Through our recruiting and acquisition activity, we have significantly increased our geographic reach by adding offices in the United States, United Kingdom, Germany, Canada, Japan, Australia, Sweden, Hong Kong, Spain, Singapore and France.

During 2022,2023, we have recruited 34 additional client facing managing directors. With these recruits we have expanded our teams focused on coverage of financial sponsors, telecom infrastructure,the energy, industrial and private capital advisory. In addition, as previously announced effective January 1, 2022, as part of our annual evaluationtechnology sectors and promotion process we named 7 new client facing Managing Directors.financing advisory and restructuring. We have many active recruiting dialogues in progress and remain focused on adding morecontinue to see opportunities to grow senior talent in the months to come.banker headcount. As of October 31, 2022,2023, we had 7977 client facing managing directors.directors including those whose recruitment we have announced to date.

We believe our business performance is best measured over longer periods of time, as we generally experience significant variations in revenues and profits from quarter to quarter. These variations can generally be attributed to the fact that our revenues are typically earned in large amounts upon the successful completion of a transaction or restructuring, the timing of which is uncertain and is not subject to our control. Accordingly, revenues, operating income and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

Our revenues are derived from both corporate advisory services related to M&A, financings and restructurings, and private capital advisory services related to sales or capital raises pertaining to alternative assets. A majority of our revenue is contingent upon the closing of a merger, acquisition, financing, restructuring, or other advisory transaction. While fees payable upon the successful conclusion of a transaction generally represent the largest portion of our corporate advisory fees, we also earn other fees, including on-going retainer fees, substantially all of which relate to non-success-based strategic advisory, financing advisory and restructuring assignments, and fees payable upon the commencement of an engagement or upon the achievement of certain milestones such as the announcement of a transaction or the rendering of a fairness opinion. Additionally, we generate private capital advisory revenues from sales of alternative assets in the secondary market and from capital raises where we act as private placement agents.

Revenues were $30.7 million in the third quarter of 2023 compared to $81.1 million in the third quarter of 2022, compared to $88.6 million in the third quarter of 2021, a decrease of $7.5$50.4 million, or 8%62%. The decrease principally resulted from a decline in financing advisory and restructuring completion fees, offset in part by an increase in merger and acquisitionfewer large M&A transaction completion fees.

We classify operating expenses as employee compensation and benefits expenses and non-compensation operating expenses. Non-compensation operating expenses include the costs for occupancy and equipment rental, communications, information services, professional fees, recruiting, travel and entertainment, insurance, depreciation and amortization, and other operating expenses.

Our total operating expenses for the third quarter of 20222023 were $58.2$62.9 million, which compared to $58.3$58.2 million of total operating expenses for the third quarter of 2021. The slight decrease in total operating expenses of $0.1 million resulted from a decrease in our non-compensation operating expenses, partially offset by an increase in compensation and benefits expenses, each as described in more detail below. Our operating profit margin was 28% for the third quarter of 2022 as compared to 34% for the same period in 2021.

The largest component of our operating expenses is employee compensation and benefits expenses, which we determine annually based on a percentage of revenues. The actual percentage of revenues, which we refer to as our compensation ratio, is determined by management in consultation with the Compensation Committee at each year end and is based on factors such as the relative level of revenues, anticipated compensation requirements to retain and reward our employees, the cost to recruit and exit employees, the charge for amortization of restricted stock and deferred cash compensation awards and related forfeitures, among others.

Our employee compensation and benefits expenses were $45.3 million infor the third quarter of 20222023 were $48.1 million as compared to $44.4$45.3 million for the third quarter of 2021.2022. The increase in expense of $0.9$2.8 million, or 2%6%, was principallylargely due to growth in professional headcount and a market driven increase in salaries.greater amount of accrued incentive compensation. The ratio of compensation expense to revenues was 56% forelevated in the third quarter of 2022 as compared2023 due to 50% for the same period in the prior year. The ratio of compensation to revenues in the third quarters of 2022 and 2021 were adjusted lower than our annual targeted ratio in order to reduce the year to date ratio toward our targeted year end ratio.average quarterly revenues.

Our non-compensation operating expenses such as occupancy, depreciation, and information services are relatively fixed year to year although they may vary depending upon changes in headcount, geographic locations and other factors. Other expenses such as travel, professional fees and other operating expenses vary dependent on the level of business development, recruitment, foreign currency movements and the amount of reimbursable client expenses, which are reported in full in both our revenues and our operating expenses. It is management's objective to maintain comparable non-compensation costs year over year for each jurisdiction in which we operate. We monitor costs based on actual costs incurred in prior periods and on headcount and seek to gain operating efficiencies when possible. During the second half of 2022, we began the build out of new London space and expect to incur additional non-cash rent expense of approximately $1.6 million before we exit our existing space.

For the three months ended September 30, 2022, we recognized an income tax expense of $4.4 million, reflecting an effective tax rate of 24%. This compared to an income tax expense for the three months ended September 30, 2021 of $7.2 million, reflecting an effective tax rate of 26%. The decrease in the provision for income taxes in the third quarter of 2022 as compared to the same period in the prior year was attributable to lower pre-tax income and a slightly lower effective tax rate due to the generation of a greater proportion of earnings in the relatively low tax jurisdiction of the U.K. in 2022 as compared to 2021.

Because a portion of the compensation we pay to our employees is distributed in annual cash bonus awards (usually in the first quarter of each year), our net cash balance is typically at its lowest level during the first quarter of each year and generally accumulates from our operating activities throughout the remainder of the year. Our current liabilities primarily consist of accounts payable, which are generally paid monthly, accrued compensation, which includes accrued cash bonuses that are generally paid in the first quarter of the following year to the large majority of our employees, and current taxes payable. Our current assets include accounts receivable, which we generally collect within 60 days, except for fees generated through our primary capital advisory engagements, which are generally paid in installments over a period of up to three years, and certain restructuring transactions, where collections may take longer due to court-ordered holdbacks. At September 30, 2022, we had fees receivable of $50.3 million. Because we can experience significant fluctuations in our quarterly revenues due to the timing of transaction closings, there can be periods (which may fall at any time of the calendar year) in which our cash outflows exceed the cash inflows we generate from operations. If our cash balance declined to a level where we were unable to support our capital and operating requirements, we would seek other funding sources.

In 2017, we announced a leveraged recapitalization to put in place a capital structure designed to enhance long term shareholder value. In 2019, we refinanced the credit facility that was put in place at the time of the recapitalization and entered into a new $375.0 million five-year term loan B facility (“TLB”).

On August 31, 2023, we entered into a secured promissory note (“Promissory Note”) with Mizuho Bank Ltd., a Japanese banking corporation (“Mizuho Bank”) to repay in full the outstanding principal balance and accrued interest payable under the TLB. Prior to repayment, the TLB had an outstanding principal balance of approximately $270.1 million. The Promissory Note has a maturity date of April 12, 2024, subject to extension for 60 days in certain limited circumstances. Borrowings under the TLBPromissory Note bear interest at eitherone-month SOFR plus a Term SOFR Adjustment plus 2.25%, which is 100 basis points less that the U.S. Primeinterest charged under the TLB, or at an Alternative Base Rate plus 2.25% or LIBOR plus 3.25%. Our borrowing rates(as defined in the nine month period ended September 30, 2022 ranged from 3.35% to 6.30%. The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021. In November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. On July 29, 2021, the Alternative Reference Rates Committee announced that it is formally recommending the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate. Our credit agreement includes alternative rate fallback provisions, which provides for use of a broadly accepted market convention to replace LIBOR as the rate of interest and are triggered by a notification from the Administrative Agent. We have not yet received such notification, but expect that we will likely convert to a SOFR term rate based facilityPromissory Note) plus 1.25% in early 2023 or at the time of a refinancing of our TLB. There can be no assurance the LIBOR phase out will not increase our cost of capital.

The Promissory Note does not include the restrictive covenants found in the TLB; however, we may alsocontinue to be required to repay certain amounts in advance of maturity in connection with an annual excess cash flow calculation, the non-ordinary course sale of assets, receipt of insurance proceeds, and the issuance of debt obligations, subject to certain exceptions.

Consistent with the terms of these covenantsthe Merger Agreement, if the Closing has not occurred by March 12, 2024, Mizuho remains obligated to refinance the Promissory Note with a replacement loan on the terms specified in the Merger Agreement, which may adversely affect our operations and could permit lenders to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. At September 30, 2022, we were compliant with all loan covenants under the credit agreement and we expect toinclude interest that is currently payable. The parties continue to expect the Merger to be compliant with all loan covenants in future periods.

For the period beginning February 1, 20222023 through January 31, 20232024 our Board of Directors has authorized $70.0$30.0 million in purchases of common stock and common stock equivalents (via tax withholding on vesting of restricted stock units). As of October 31, 2022,2023, we had $43.3$19.8 million remaining and authorized for repurchase through January 2023. Future share repurchases are subject to market conditions and other factors, such as our results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors deemed relevant. There can be no assurances of the price at which we may be able to repurchase our shares or that we will repurchase the full amount authorized for the period ending January 31, 2023 or the amount authorized in any future period.2024.

In the first nine months of 2022,2023, the Board of Directors declared quarterly dividend payments of $0.10 per share payable in March, June and September. In November 2022,2023, the Board alsoof Directors declared a quarterly dividend payment of $0.10 per share, whichshare. The dividend will be payable on December 21, 2022.27, 2023 to the common stockholders of record on December 13, 2023. If the merger with Mizuho is consummated prior to the close of trading on December 13, 2023, no dividend will be paid to stockholders of Greenhill who hold common shares prior to the closing of the merger with Mizuho.

Future authorizations to repurchase our common stock and to pay dividends on our common stock are at the discretion of our Board of Directors and depend upon, among other things, general financial conditions, capital requirements and surplus, cash flows, debt service obligations, our recent and expected future operations and earnings, legal and contractual restrictions and other factors, such as limitations under the Merger Agreement, as the Board of Directors may deem relevant. Further,In addition, under our credit agreement, we are restricted in the amount of cash we may use to repurchase our common stock and common stock equivalents and/or to make dividend distributions. Going forward, we intend to take a balanced approach to our use of available cash, allocating funds for a combination of deleveraging, share repurchases and dividends depending on such factors as our financial position, capital requirements, results of operations and outlook, as well as any legal, tax, regulatory or contractual constraints and any other factors deemed relevant.

As part of our long term incentive award program, we may award restricted stock units to managing directors and other employees at the time of hire and/or as part of annual compensation. Awards of restricted stock units generally vest over a three to five-yearfour-year service period, subject to continued employment on the vesting date. Each restricted stock unit represents the holder’s right to receive one share of our common stock (or at our election, a cash payment equal to the fair value thereof) on the vesting date. Under the terms of our equity incentive plan, we generally repurchase from our employees that portion of restricted stock unit awards used to fund income tax withholding due at the time the restricted stock unit awards vest and pay the remainder of the award in shares of our common stock. Based upon the number of restricted stock unit grants outstanding at October 31, 2022,2023, we estimate repurchases of our common stock from our employees in conjunction with the cash settlement of tax liabilities incurred on vesting of restricted stock units of approximately $24.5$41.9 million (as calculated based upon the closing share price as of October 31, 20222023 of $7.09$14.81 per share and assuming a withholding tax rate of 46% consistent with our recent experience) over the next fivefour years, of which an additional $2.9$0.3 million remains payable in 2022, $7.5 million will be payable in 2023, $5.6$12.9 million will be payable in 2024, $5.2$14.0 million will be payable in 2025, $2.3$9.9 million will be payable in 2026, and $1.1$4.8 million will be payable in 2027. We will realize a corporate income tax deduction concurrently with the vesting of the restricted stock units. While we expect to fund future repurchases of our common stock equivalents (if any) with operating cash flow, we are unable to predict the price of our common stock, and as a result, the timing or magnitude of our share repurchases may be greater or less than the amounts calculated above. Our credit agreement limits the amount we may use for common stock and common stock equivalent share repurchases. To the extent future repurchases are expected to exceed the amount

Our capital expenditures relate primarily to technology systems and periodic refurbishment of our leased premises, which generally range from $2.0 million to $3.0 million annually. From time to time we incur leasehold improvements related to the build out of new space. During 2022, we are relocatingWith our build outs of New York and London office and expect to incur leasehold costs of approximately $7.0 million, excluding the benefit of lease incentives, of which approximately $3.0 million has been incurred. Therecomplete there are no other large leasehold improvement expenditures currently planned in the near-term.

Under the U.S federal tax law, we can repatriate foreign cash with minimal or no incremental tax burden. Subject to any limitations imposed by the Treasury Department and any future changes made to current tax law, we intend to repatriate our foreign cash dependent upon our needs for cash in the U.S. The amount of foreign cash we repatriate is subject to our estimated foreign operating and regulatory needs as well as our global cash management needs. Based on recent regulatory pronouncements in the U.K. and Europe our regulatory capital amounts are expected to modestly increase over the next few years.

We operate in multiple countries in North America, Europe, Australia and Asia. As a financial services firm, we are subject to extensive regulation by governments, their respective agencies and/or various self-regulatory organizations or exchanges in each of the countries in which we operate. Each regulator imposes varying degrees of regulatory requirements which generally include net capital, customer protection and market conduct requirements. The amount of regulatory capital required by each

In the nine months ended September 30, 2022, our cash and cash equivalents decreased by $70.3 million from December 31, 2021, including a decrease of $6.1 million from the effect of the translation of foreign currency amounts into U.S. dollars at the quarter-end foreign currency conversion rates. We used $24.0 million for operating activities, which consisted of $8.0 million from operating income after giving effect to non-cash items and a net increase in working capital of $32.0 million, principally from the payment of annual bonuses. We used $3.6 million in investing activities to fund leasehold improvements and equipment purchases. We used $36.6 million in financing activities, including $16.8 million for open market repurchases of our common stock, $13.7 million for the repurchase of our common stock from employees in conjunction with the payment of tax liabilities in settlement of restricted stock units, and $6.1 million for the payment of dividends.

We do not invest in off-balance sheet vehicles that provide financing, liquidity, market risk or credit risk support, or engage in any leasing or hedging activities that expose us to any liability that is not reflected in our condensed consolidated financial statements.

There have been no material changes in our contractual obligations from those disclosed in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

Our business is not capital-intensive and as such, is not subject to significant market or credit risks.

Our cash and cash equivalents are principally held in depository accounts and money market funds and other short-term highly liquid investments with original maturities of three months or less. We maintain our depository accounts with financial institutions with high credit ratings. Although these deposits are generally not insured, management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Further, we do not believe our cash equivalent investments are exposed to significant credit risk or interest rate risk due to the short-term nature and high quality of the underlying investments in which the funds are invested.

We regularly review our accounts receivable and allowance for doubtful accounts by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Firm.Company. We maintain an allowance for doubtful accounts that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.

We are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated assets and liabilities. Non-functional currency related transaction gains and losses are recorded in the condensed consolidated statements of operations.

In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the currency in which an invoice is issued and paid and the U.S. dollar, in which our financial statements are denominated. We do not currently hedge against movements in these exchange rates through the use of derivative instruments or other methods. We analyze our potential exposure to a decline in exchange rates by performing a sensitivity analysis on our net income in those jurisdictions in which we have generated a significant portion of our foreign earnings, which generally include the United Kingdom, Europe, and Australia. During the nine months ended September 30, 2022,2023, as compared to the same period in 2021,2022, the average value of the U.S. dollar strengthenedweakened relative to the pound sterling euro and Australian dollar.euro. In aggregate, there was a slightly positive impact on our revenues were negatively impacted in the nine months ended September 30, 20222023 as compared to the same period in 20212022 as a result of the movement of foreign currency rates. Although our global revenues may be impacted by movements in foreign exchange rates, our operating costs in foreign jurisdictions are denominated in local currency and consequently we are effectively internally hedged to some extent against the impact in the movements of foreign currency relative to the U.S. dollar. While our earnings are subject to volatility from changes in foreign currency rates, we do not believe we face any material risk in this respect.

Our TLBPromissory Note with Mizuho Bank bears interest at the U.S. Prime Rateone-month SOFR plus 2.25% or LIBORa Term SOFR Adjustment plus 3.25%2.25%. Because we have indebtedness which bears interest at variable rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of September 30, 2022,2023, we had $271.9$277.8 million of indebtedness outstanding, all of which bears interest at floating rates. The rate of interest varies from period to period and our interest rate exposure is not currently hedged to mitigate the effect of interest rate fluctuations. Depending upon future market conditions and our level of outstanding variable rate debt, we may enter into interest rate swap or other hedge arrangements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility. As of September 30, 2022,2023, a 100 basis point increase in LIBORSOFR would have increased our annual borrowing expense by $2.7$2.8 million.

Descriptions of our critical accounting policies and estimates, which are those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, are set forth above in “Item 1 — Notes to Condensed Consolidated Financial Statements (unaudited), Note 2 — Summary of Significant Accounting Policies” and are incorporated by reference herein.

Quantitative and qualitative disclosures about market risk are set forth above in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk”.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Firm’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Firm is from time to time involved inSee the discussion of legal proceedings incidental to the ordinary coursein Note 11–Legal Proceedings in Item 1 of its business. We do not believe any such proceedings will have a material adverse effectPart I of this Quarterly Report on our resultsForm 10-Q, which is incorporated by reference into this Item 1 of operations.Part II.

The discussion of our business and operations should be read together with the risk factors disclosed in our 2022 Annual Report on Form 10-K, our other SEC filings and this Form 10-Q. There have been no material changes from such previously disclosed risk factors except as noted below.