UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 31, 2014
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 No.) |
(IRS Employer Identification No.) |
55 East 52nd Street
New York, New York 10055
(Address of principal executive offices)
(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 7.01 | Regulation FD Disclosure |
On November 3, 2014, Evercore Partners Inc. (“Evercore”) issued a press release announcing the closing of the acquisition of the operating businesses of International Strategy & Investment (“ISI”), a leading independent research-driven equity sales and agency trading firm. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
As previously reported, on August 3, 2014, Evercore entered into a Contribution and Exchange Agreement (the “CEA”), among ISI Holding, Inc., a Delaware corporation, ISI Holding II, Inc., a Delaware corporation, ISI Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), ISI Holding, LLC, a Delaware limited liability company, Edward S. Hyman (the “Founder”), the holders of the Management Holdings management units set forth on Annex A thereto (each, a “Holder” and collectively, the “Holders”), Evercore LP, a Delaware limited partnership, Evercore and the Founder, solely in his capacity as the Holders’ representative. Pursuant to the CEA, Evercore agreed to acquire the operating businesses of ISI.
On October 31, 2014, Evercore completed this transaction, acquiring all of the membership interest units of International Strategy & Investment Group, LLC, a Delaware limited liability company, and all of the issued and outstanding shares of International Strategy & Investment (UK) Limited, a private limited company organized and existing under the laws of England and Wales, in exchange for the issuance by Evercore LP of Class E Units, Class G Interests and Class H Interests, certain of which are subject to vesting and all of which are subject to forfeiture and other conditions, restrictions and limitations set forth in the Fourth Amended and Restated Limited Partnership Agreement of Evercore LP (the “LP Agreement”), which took effect upon the completion of the acquisition.
Following this acquisition, Evercore will combine ISI’s business with its existing Institutional Equities business, and the combined business, which comprises Evercore’s equity sales, trading and research business, will be known as Evercore ISI. Certain sellers of ISI’s business and the Institutional Equities business described below will continue as Evercore employees.
The foregoing description of the CEA and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CEA, a copy of which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2014, and is incorporated by reference herein.
In addition, on October 31, 2014, Evercore completed the previously announced acquisition by Evercore LP of the approximately 40% interest in its Institutional Equities business that it did not previously own, in exchange for Class E Units, Class G Interests and Class H Interests of Evercore LP, certain of which are subject to vesting and all of which are subject to forfeiture and other conditions, restrictions and limitations set forth in the LP Agreement, as supplemented by the Supplement to the LP Agreement, which took effect upon the completion of the Institutional Equities acquisition, as well as approximately $11.1 million in cash for certain sellers who are not receiving units or interests.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Contribution and Exchange Agreement, dated as of August 3, 2014, among ISI Holding, Inc., ISI Holding II, Inc., ISI Management Holdings LLC, ISI Holding, LLC, Edward S. Hyman, the holders of the Management Holdings management units set forth on Annex A thereto, Evercore LP and Evercore Partners Inc., and the Founder, solely in his capacity as the holders’ representative (incorporated by reference to Exhibit 10.1 to Evercore Partners Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2014 (File No. 001-32975)). | |
| 99.1 | Press release, dated November 3, 2014, announcing the closing of the acquisition of the operating businesses of ISI. | |
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SIGNATURE
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.
| Date: November 3, 2014 | EVERCORE PARTNERS INC. | |||||
| By: | /s/ Adam B. Frankel | |||||
| Adam B. Frankel | ||||||
| General Counsel | ||||||
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Exhibit 99.1
Evercore Completes Acquisition of ISI Group
NEW YORK, November 3, 2014 – Evercore Partners Inc. (NYSE: EVR) today announced that it completed on October 31, 2014 the acquisition of the ISI International Strategy & Investment and the remainder of its legacy Institutional Equities business.
The acquisition positions Evercore as an elite and scaled provider of non-proprietary capital markets advice and execution, broadening Evercore’s Investment Banking business and expanding its growth opportunities. The business, Evercore ISI, will initially provide macro research, as well as fundamental research coverage of more than 600 companies across 12 industries, or approximately 60% of the combined market cap of the S&P 500. Evercore ISI will serve more than 1,500 institutional investors globally, including the largest asset managers and fund complexes in the world.
“We are excited to announce the closing of the ISI transaction, moving us one step closer to our goal of creating the most elite independent investment banking advisory firm in the world,” said Ralph Schlosstein, President and Chief Executive Officer. “While it is still early days, client feedback to date affirms our expectation that Evercore ISI will have a positive effect on the growth rate of our overall Investment Banking business and that the Equities business will be an attractive business in its own right. Since the announcement of the acquisition in August, ISI has achieved a #5 ranking for its research product from Institutional Investor, and the firm has had record revenues in September and October, reflecting the support for this transaction from institutional investors globally. We are excited to welcome the entire ISI team to Evercore.”
“This step creates a broader and more effective banking firm because it provides Evercore with premier skills in all aspects of equities,” said Roger Altman, Executive Chairman. “I look forward eagerly to working with our new ISI colleagues.”
“Our clients’ support for this transaction has been extremely positive,” said Ed Hyman, Evercore ISI’s Chairman. “The combination of talent from the ISI and Evercore Equities businesses has created a powerhouse in research and distribution and we look forward to continuing to serve our expanded client network with the highest quality independent research, analysis and advice.”
About Evercore
Evercore 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 equity 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 28 offices in North America, Europe, South America and Asia. More information about Evercore can be found on the Company’s website at www.evercore.com.
| Investor Contact: | Robert B. Walsh | |
| Chief Financial Officer, Evercore | ||
| +1-212-857-3100 | ||
| Media Contact: | Dana Gorman | |
| The Abernathy MacGregor Group, for Evercore | ||
| +1-212-371-5999 |