UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2010
EVERCORE PARTNERS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32975 | 20-4748747 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 55 East 52 nd Street New York, New York |
10055 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 857-3100
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On September 14, 2010, Evercore Partners Inc. and certain affiliates (“Evercore”) announced that it has signed a definitive agreement to acquire a 50% interest in G5 Holdings S.A. and certain affiliates (“G5 advisors”), a São Paulo-based independent investment banking boutique and investment management firm. G5 advisors’ partners have advised companies in a number of the largest and most complex transactions involving Brazilian companies over the past two decades. Under the terms of the purchase agreement, Evercore will pay $20 million in cash and Evercore securities at closing, with the potential for earn out payments based on performance through 2013. The transaction is expected to be moderately accretive to earnings under a range of growth rates for the business and is expected to close in early October 2010. Following the closing, the partners of G5 advisors will own the remaining 50% of the company. Evercore will have an opportunity to acquire the remaining 50% beginning in 2014.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| EXHIBIT NO. |
DESCRIPTION | |
| Exhibit 99.1: | Press Release, dated September 14, 2010. | |
| Exhibit 99.2: | Investor Presentation, dated September 14, 2010. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVERCORE PARTNERS INC. | ||||||
| Date: September 14, 2010 | /S/ ADAM B. FRANKEL | |||||
| By: | Adam B. Frankel | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
EVERCORE PARTNERS
FOR IMMEDIATE RELEASE
Evercore Partners Acquires a 50% Interest in G5 advisors, a Leading Independent Investment Bank in Brazil
New York, NY and São Paulo, Brazil — September 14, 2010 — Evercore Partners Inc. (NYSE: EVR) announced today that it has signed a definitive agreement to acquire a 50% interest in G5 advisors, a São Paulo-based independent investment banking boutique and investment management firm. G5 advisors’ partners have advised companies in a number of the largest and most complex transactions involving Brazilian companies over the past two decades. Under the terms of the purchase agreement, Evercore will pay $20 million in cash and securities at closing, with the potential for earn out payments based on performance through 2013. The transaction is expected to be moderately accretive to earnings under a range of growth rates for the business and is expected to close in early October 2010. Following the closing, the partners of G5 advisors will own the remaining 50% of the company. Evercore will have an opportunity to acquire the remaining 50% beginning in 2014.
G5 advisors was founded in 2007 by Mr. Corrado Varoli, a former Partner, Managing Director and Head of Latin America for Goldman Sachs, together with Marcelo Lajchter and Renato Klarnet. The company is a leading independent advisor in Mergers & Acquisitions (M&A), Restructurings, Wealth Management and Asset Management, with 45 employees and offices in São Paulo and Rio de Janeiro. G5 advisors’ senior partners have a unique wealth of relevant experience gained over decades of working at leading global financial firms in various markets around the world. Their business model is based on intellectual capital and a strong network of relationships, which is complementary to the business model and culture of Evercore.
G5 and Evercore initially established a strategic alliance in 2008 and both Evercore and G5 have a strategic alliance with Mizuho. In addition, Evercore has an M&A strategic alliance with CITIC Securities. G5 advisors has advised on more than R$ 10 billion of transactions since its founding and currently manages over R$ 4 billion of assets for institutional and high net worth clients.
“As we look ahead, we believe that the number of cross-border merger transactions will increase, and that Brazil and Latin America will be an increasingly important part of this trend. This transaction is an important part of our strategy to position Evercore’s Advisory business to capitalize on the increased globalization of Mergers and Acquisitions,” said Ralph Schlosstein, Evercore’s President and Chief Executive Officer. “Brazil also represents an important new market for wealth creation and, therefore, it is a great country in which to expand our wealth management and investment management activities. We are fortunate to have worked closely with G5 advisors for the past two years and are pleased to welcome them more fully into the Evercore family.”
“G5 has established itself as a leading independent investment banking boutique in Brazil,” said Corrado Varoli, Chairman and Chief Executive Officer of G5 advisors. “The combined experience and expertise of the Evercore/G5 team will strengthen that position and enable us to serve clients more broadly as Brazil and Latin America increase in significance in the global M&A marketplace.”
G5 advisors and Evercore Partners acted as their own respective financial advisor for the transaction.
Additional information regarding the transaction is available on the Investor Relations section of Evercore’s Web site at www.evercore.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. In some cases, you can identify these forward-looking statements by the use of words such as “outlook”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “seeks”, “approximately”, “predicts”, “intends”, “plans”, “estimates”, “anticipates” or the negative version of these words or other comparable words. All statements other than statements of historical fact included in this release are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly Reports on Form 10-Q. The acquisition of G5 advisors is subject to various closing conditions that may not be satisfied, and the anticipated impact on our earnings from the acquisition is dependent upon G5 advisors achieving certain projected levels of growth. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this discussion. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
About Evercore Partners
Evercore Partners is a leading independent investment banking advisory firm. Evercore’s Investment Banking business advises its clients on mergers, acquisitions, divestitures, restructurings, financings, public offerings, private placements and other strategic transactions and also provides institutional investors with high quality research, sales and trading execution that is free of the conflicts created by proprietary activities; Evercore’s investment management business comprises wealth management, institutional asset management and private equity investing. Evercore serves a diverse set of clients around the world from its offices in New York, Boston, Houston, Los Angeles, San Francisco, Washington D.C., London, Mexico City and Monterrey, Mexico. More information about Evercore can be found on the Company’s Web site at www.evercore.com.
About G5 advisors
G5 advisors, established in 2007, is a leading independent investment banking boutique focused on M&A, wealth management, asset management and private equity. G5 advisors is headquartered in São Paulo and also has an office in Rio de Janeiro. More information about G5 advisors can be found on the Company’s Web site at www.g5advisors.com.
Evercore Investor Contact:
Bob Walsh
Chief Financial Officer, Evercore Partners
+1 212 857-3100
Evercore Media Contact:
Kenny Juarez
Abernathy MacGregor, for Evercore Partners
+1 212 371-5999
G5 advisors Media Contact:
Renato Klarnet
Partner, G5 advisors
+55 11 3014-6868
 Evercore Partners
G5 Transaction Overview
September 14, 2010
Exhibit 99.2 |
 1
This presentation
contains
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933 and Section
21E of the Securities Exchange Act of 1934, which reflect our current views with
respect to, among other things,
our
operations
and
financial
performance.
In
some
cases,
you
can
identify
these
forward-looking
statements by the use of words such as “outlook”, “believes”,
“expects”, “potential”, “continues”, “may”, “will”,
“should”, “seeks”,
“approximately”,
“predicts”,
“intends”,
“plans”,
“estimates”,
“anticipates”
or
the
negative
version of these words or other comparable words. All statements other than
statements of historical fact included in this presentation are
forward-looking statements and are based on various underlying assumptions and expectations
and are subject to known and unknown risks, uncertainties and assumptions, and may
include projections of our future financial performance based on our growth
strategies and anticipated trends in our business. Such forward-
looking statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could
cause
actual
outcomes
or
results
to
differ
materially
from
those
indicated
in
these
statements.
We
believe
these factors
include,
but
are
not
limited
to,
those
described
under
“Risk
Factors”
discussed
in
our
Annual
Report
on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly
Reports on Form 10-Q. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary statements that
are included
in
this
discussion.
In
addition,
new
risks
and
uncertainties
emerge
from
time
to
time,
and
it
is
not
possible for us to predict all risks and uncertainties, nor can we assess the
impact of all factors on our business or the extent to
which
any
factor,
or
combination
of
factors,
may
cause
actual
results
to
differ
materially
from
those
contained in
any
forward-looking
statements.
Accordingly,
you
should
not
rely
upon
forward-looking
statements
as
a prediction of actual results and we do not assume any responsibility for the
accuracy or completeness of any of these forward-looking
statements.
We
undertake
no
obligation
to
publicly
update
or
review
any
forward-looking
statement, whether as a result of new information, future developments or
otherwise. |
 2
Structure
Acquisition of 50% interest in G5 Holding S.A. (G5) – holding company for G5
advisors G5 management team will own the remainder of the company
Evercore will have an opportunity to acquire the remaining 50% of the company
beginning in 2014
Consideration
Initial consideration of $20 million (approximately 50% Cash - 50% Restricted
Stock) –
Restricted Stock becomes tradable annually on a pro-rata basis over 4 years
Additional consideration (earnouts) may be paid based on the level of earnings
achieved in 2011, 2012 and 2013
Approximately 50% of earnout payments are payable in Restricted Stock at
Evercore’s option Investment
Management
Capital
Commitment
Evercore has committed up to $10 million of investment in future G5 private
equity funds and other investment management products
Financial Impact
to EVR
The transaction is expected to be moderately accretive to earnings under a range
of growth rates for the business
Closing
Early October, subject to customary closing conditions
G5 Advisors Overview –
Transaction Summary |
 3
G5 Advisory Transactions |
 4
G5 Investment Management
Asset Management (AUM in R$ millions)
Wealth Management (AUM in R$ billions)
—
Focused on Brazilian equities
—
Managing domestic and international portfolios
comprising Fixed Income, Equities and Alternatives
22
27
32
54
68
78
88
79
0
10
20
30
40
50
60
70
80
90
100
Q4 08
Q1 09
Q2 09
Q3 09
Q4 09
Q1 10
Q2 10
8M 10
2.35
1.93
0.26
0.31
2.00
2.20
3.96
0.28
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Q4 08
Q1 09
Q2 09
Q3 09
Q4 09
Q1 10
Q2 10
8M 10 |
 5
Team
Corrado Varoli, CEO
–
Mr. Corrado Varoli is the Chief Executive Officer (CEO) and Chairman of the
Board of G5 Advisors. Prior to co-founding G5 Advisors in 2007, he
was at Goldman Sachs from 1999 until 2006 where he was a Partner and
Head of Latin America. From 1987 until 1999 he was at Morgan Stanley where he
was a Managing Director in the Investment Banking Division. Mr. Varoli
has an MBA from Georgetown University and a bachelors degree in
Engineering from McMaster University in Hamilton, Canada.
Renato Klarnet, Founding Partner, Asset Management & Wealth Management
–
Mr. Renato Klarnet is a Senior Partner, co-founder and a Member of the G5
Advisors Board. Prior to co- founding G5
Advisors
in
2007,
he
was
the
Chief
Executive
Officer
and
co-founder
of
Tradewire
Group.
From
2003 to 2005, Mr. Klarnet was an EM Portfolio Manager in the Fixed Income
Principal Investment Group of JP Morgan. Before
that,
from
2001
to
2003,
he
was
the
Head
Equities
Trader
for
the
Latin
America
Division
at
Goldman Sachs.
From
1997
to
2001,
Mr.
Klarnet
had
a
similar
role
at
Morgan
Stanley.
He
started
his
career
at
Banco Pactual in Brazil, where he worked from 1993 to 1997 and headed their
Institutional Equity Sales Trading Group. Mr. Klarnet has a bachelors
degree in Economics from the Pontifícia Universidade Católica RJ.
Marcelo Lajchter, Founding Partner, Advisory
–
Mr. Marcelo Lajchter is a Senior Partner, co-founder and a Member of the G5
Advisors Board. Prior to co- founding G5 Advisors in 2007, from 1995
to 2007 he was a Senior Partner at Barbosa Müssnich & Aragão
Advogados, one of the most relevant Law Firms in Corporate Law, M&A and
Restructuring in Brazil. Mr. Lajchter has a bachelors degree in Law from
the Universidade Estadual do Rio de Janeiro (UERJ). |
 6
Team –
contd.
André
Benchimol,
Senior
Partner
–
Mr. André
Benchimol is a Senior Partner of G5 Advisors. Prior to joining G5 Advisors in
2007, Mr. Benchimol was a
Senior
Partner
at
Tradewire
Group
from
2006
to
2007,
where
he
headed
their
Private
Wealth
Management
effort.
From
2003
to
2006,
Mr.
Benchimol
was
the
head
of
Private
Banking
at
Banque
Safdié
in
Rio
de
Janeiro.
From 2001 to 2003, Mr. Benchimol was the head of Institutional Sales at Bank of
America Asset Management in São Paulo. From 1998 to 2001, he was a
vice president of Institutional and High Net Worth Individuals Sales at
ING Investment Management in São Paulo. Mr. Benchimol holds a bachelors
degree in Industrial Engineering from the Pontifícia Universidade
Católica RJ. Carlos Gros, Senior Partner
–
Mr. Carlos Gros is a Senior Partner at G5 Advisors. Prior to joining G5
Advisors in 2007, Mr. Gros worked from 2005 to 2007 at Gafisa, one of
the largest real estate developers in Brazil where he was responsible for Investors
Relations and previously a Business Development Manager. From 2001 to 2003 he
was a Project Manager at El Paso
Energy.
From
1996
to
2001,
Mr.
Gros
worked
at
Banco
Pactual
as
an
Emerging
Markets
trader,
and
previously
was
responsible
for
the
Corporate
Sales
Desk.
Mr.
Gros
has
an
MBA
from
the
London
Business
School and a bachelors degree in Economics from Duke University.
André
Zylberberg,
Senior
Partner
–
Mr.
André
Zylberberg
is
a
Senior
Partner
at
G5
Advisors.
Prior
to
joining
G5
Advisors
in
2008,
Mr.
Zylberberg
was the founding partner and Portfolio Manager of Brazilian equities at
Paradigma Assessoria Financeira. From 2001 to
2005
he
was
the
co-founder
and
Portfolio
Manager
of
Klig
Capital
-
a
G10
global
macro
fund.,
where
was
primarily responsible for G10 equities/commodities/credit. Before founding Klig
Capital, Mr. Zylberberg managed a Brazilian equities portfolio,
co-managed a domestic hedge fund and led a team running an Emerging
Markets
debt
and
equity
portfolio
at
Banco
Pactual.
From
1987
to
1991,
Mr.
Zylberberg
was
responsible
for
Shell
Brasil’s foreign exchange trading and financial planning. Mr. Zylberberg
holds an MM from the University of Warwick, Coventry, UK, 1992, BS in
Statistics from ENCE, Rio de Janeiro, Brazil, 1987, and BS, Economics,
UFRJ, Rio de Janeiro, Brazil, 1986. |
 7
Strategic Rationale
G5 strengthens our position and ability to serve clients globally in the
important emerging economies of the world
G5 strengthens our strategic alliances with CITIC Securities and
Mizuho
Strong business and cultural fit
–
High quality team with deep experience
–
Complementary portfolio of businesses
The transaction is expected to be moderately accretive to earnings in its
first year |
 Evercore Partners |