No Slide Title€¦ · Franchise in 2015 Client Role Region Sector Deal Size Acquisition of Allergan’s Generics business Healthcare $40.5bn Merger with Rock-Tenn Industrials $11.0bn

Greenhill Scott L. Bok – Chief Executive Officer

The JMP Securities Financial Services & Real Estate Conference

September 21, 2015

Greenhill

Forward-Looking Statements

Statements contained in this Presentation that are not based on

current or historical fact are forward-looking in nature. Such forward-

looking statements are based on current plans, estimates and

expectations and are made pursuant to the Private Securities Litigation

Reform Act of 1995. Forward-looking statements are based on known

and unknown risks, assumptions, uncertainties and other factors. For a

further discussion of such factors, you should read the Company’s

Forms 10-K, Forms 10-Q, subsequent Forms 8-K and other periodic

reports filed with the Securities and Exchange Commission. The

Company’s actual results, performance, or achievements may differ

materially from any future results, performance, or achievements

expressed or implied by such forward-looking statements. The

Company undertakes no obligation to publicly update or revise any

forward-looking statements

1

Greenhill

Introduction to Greenhill

2

Independent advisory firm

– Almost 20 years old

– First to IPO

Truly global business

– Typically half of revenue ex-US

– All global operations wholly owned

Strong capabilities across industry sectors

Advise on wide variety of assignments

– M&A, restructuring, financing, capital raising

– Newly expanded capability in capital advisory

Greenhill

Table of Contents

3

Investment Case for Greenhill

State of the M&A Market

Market Environment for Other Advisory Activities

Greenhill in 2015 and Beyond

Greenhill

Greenhill's Long History Demonstrates a Differentiated Strategy and Track Record

1. Pure advisory business – M&A, restructuring, capital raising

2. Most globally diverse client base

3. Most diverse client base by sector

4. Most focused on larger transactions

5. Highest profit margin relative to peers

6. Simple, transparent accounting (no non-GAAP adjustments)

7. Strongest dividend

8. No share count dilution for 10+ years

4

Greenhill

5

Announcement Data Confirms Greenhill’s Broader Geographic Diversity

47%

74%

38%

70%

86%

25%

18%

48%

14%

10%

17%

2% 6%

11%7%

12% 10%4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Greenhill Evercore Lazard Moelis Houlihan Lokey

Perc

en

t o

f C

om

pan

y T

ota

l D

ea

l C

ou

nt

Rest of World

Australia

Europe

United States/Canada

Note: Based on number of 2013 to YTD 2015 announcements. Deal count and geographic allocations based on client’s nationality, both per Thomson One data as of 9/18/2015

Greenhill

Greenhill Client Base Also Most Diverse by Sector (6 Sectors @ 9%+)

6 Note: Based on number of 2013 to YTD 2015 announcements. Deal count and industry allocations based on target industry, both per Thomson One data as of 9/18/2015

16%

5%

15% 12%

21%

7% 5%3%

4%

10%

31%9%

5%

7%

11%

13%

12%

11%

9%

12%6%

8%

9%

14%

9%16%

8%

9%

10%

7%

4%

7%18%

6%2%

5%

5% 5%1%

1%1%

4%

5% 5% 3%

24%

14%

24% 23% 24%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%


Perc

en

t o

f C

om

pan

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ota

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ou

nt

Industrials and Materials

Real Estate

Government and Agencies

Telecommunications

Media and Entertainment

High Technology

Healthcare

Financials

Energy and Power

Retail

Consumer Products and Services

Greenhill

61%

70% 73%81%

92%

13%

13% 8%

8%

4%

6%

7%6%

4%

2%

13%

5%7%

3%2%

7% 4% 6% 4% 1%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%


Perc

en

t o

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om

pan

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ota

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ou

nt

Over 5bn

2bn - 5bn

1bn - 2bn

500mm - 1bn

<500mm or NA

Greenhill Most Focused on Larger Transactions

7 Note: Based on number of 2013 to YTD 2015 announcements. Deal count and target size, both per Thomson One data as of 9/18/2015

$1bn+ Deals 26% 16% 19% 11% 5%

Greenhill

High Profit Margin Relative to Peers

Pre-Tax Margin (Including All GAAP Compensation Costs)

2006 2007 2008 2009 2010 2011 2012 2013 2014

GHL(1) 41% 44% 35% 38% 21% 26% 25% 25% 25%

LAZ(1) 22% 22% 2% (2%) 8% 13% 6% 11% 23%

EVR 33% 27% (5%) 7% 9% 7% 11% 18% 19%

MC n.a. n.a. n.a. 12% 16% (2%) 10% 18% 9%

HLI n.a. n.a. n.a. n.a. n.a. n.a. n.a. 18% 19%

(1) Excludes expense from acceleration of amortization of stock grants upon death of Lazard CEO in 2009 and two Greenhill executives in 2011

Source: Public filings 8

Greenhill

Strongest Dividend History

Aggregate Dividends Paid ($MM)

2006 2007 2008 2009 2010 2011 2012 2013 2014

GHL $21.2 $36.9 $50.0 $53.6 $56.9 $57.7 $57.1 $56.2 $56.3

LAZ 14.4 20.9 30.3 38.4 61.2 82.7 160.3 138.8 165.8

EVR n.a. 4.7 6.2 8.6 13.7 22.2 29.3 36.1 42.5

MC n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 76.2

HLI n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Note: Includes dividends and dividend equivalents (1) Calculated based on current quarterly dividend and 9/18/2015 closing share price (2) Includes special dividend of $0.20 per share (~$25mm) and an accelerated dividend of $0.20 per share (~$25mm) in

2012; includes special dividend of $0.25 per share (~$32mm) in 2013 (3) Reflects all dividends paid in 2014 (since IPO in April 2014), including special dividend of $1.00 per share (~$54mm) (4) Announced plan for $0.15 dividend per share to begin in Q3 FY2016 Source: Public filings

Current

Dividend

Yield (1)

5.7%

3.0%

2.2%

4.4%

n.a.

(2) (2)

9

(3)

(4)

Greenhill

% Change in Share

Count Since Q2 2004

Advisory Focused Firms

Greenhill 1%

Lazard 33%

Evercore 76%

Diversified Large Banks

BofAML 172%

Barclays 164%

Citigroup 482%

Credit Suisse 36%

Deutsche Bank 163%

Goldman Sachs (10%)

JPMorgan 83%

Morgan Stanley 77%

UBS 241%

Large Bank Average 156%

No Share Count Dilution For Over 10 Years

Note: Share count growth based on reported average fully diluted shares outstanding in Q2 2004 to Q2 2015 (1) Share count growth based on shares outstanding since IPO Source: Company Filings and Releases

(1)

(1)

10

Slight increase at

Greenhill this

year from Cogent

acquisition

Greenhill

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11





Greenhill

Improvement In Announced Deal Activity Largely Limited to Mega Deals

Announced M&A Data

Note: 2015 Data Annualized as of 9/18; M&A Volume and number of transactions exclude withdrawn and

cancelled deals Source: Thomson One

(M&A Volume in $ Billions)2015

Annualized2014 % Change

Transactions < $500mm 15,476 16,805 (8%)

Transactions > $500mm and < $5bn 1,004 985 2%

Transactions > $10bn 63 35 80%

Global M&A Volume $4,121 $3,400 21%

12

Greenhill

Transaction Completion Improvement Likewise Skewed to $10bn+ Deals

Completed M&A Data

Note: 2015 Data Annualized as of 9/18; M&A Volume and number of transactions exclude withdrawn and

cancelled deals Source: Thomson One

(M&A Volume in $ Billions)2015

Annualized2014 % Change

Transactions < $500mm 9,947 11,277 (12%)

Transactions > $500mm and < $5bn 763 840 (9%)

Transactions > $10bn 46 19 143%

Global M&A Volume $3,156 $2,531 25%

13

Greenhill US Announced Deal Volume Above 2007 Peak Levels, but Number of $500mm+ Deals Continues to Lag

US Announced M&A Data

Note: US acquiror or target; 2015 data annualized as of 9/18; M&A volume and number of transactions exclude

withdrawn and cancelled deals Source: Thomson One

547

682

340

214

408 419 440 448

558 550

$1,847

$2,054

$1,119

$902

$1,035

$1,320

$1,074

$1,238

$1,842

$2,318

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

0

100

200

300

400

500

600

700

800

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Number of Transactions >$500M Total M&A Volume in $ Billions

14

Greenhill

Note: European acquiror or target; 2015 data annualized as of 9/18; M&A volume and number of transactions

exclude withdrawn and cancelled deals Source: Thomson One

European M&A Activity Far Below Peak, Flat For Several Years

15

European Announced M&A Data

Number of Transactions >$500M Total M&A Volume in $ Billions

535

726

439

260

381 391 389

316

414 375

$1,610

$2,268

$1,346

$709

$987 $924

$1,130

$901

$1,193 $1,248

$0

$500

$1,000

$1,500

$2,000

$2,500

0

100

200

300

400

500

600

700

800

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

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Greenhill


Restructuring

– Activity levels low for years due to accommodating credit markets

– But starting with energy that should start to change

Capital Raising

– Private equity and real estate funds performing well, returning significant capital

– Real estate funds performing particularly well

– For real estate, faster fund raises and more rapid deployment for funds raised

Secondary Alternative Asset Activity

– Strong valuation levels for fund interests

– Good opportunities for CIOs to adjust portfolio allocations through secondary sales

– Significant capital focused on secondary market

– Increasing liquidity and transaction activity levels

17

Greenhill

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Greenhill

Highlights of 2015

Good M&A announcement activity in the US and UK markets

Continued strong performance by real estate-focused capital raising

business

Acquired Cogent, market leader in secondary capital advisory (early

signs post-acquisition all positive)

Recruited 5 M&A Managing Directors

19

Greenhill

Landmark Transactions Have Enhanced Franchise in 2015

Client Role Region Sector Deal Size

Acquisition of Allergan’s Generics business Healthcare $40.5bn

Merger with Rock-Tenn Industrials $11.0bn

Acquisition of Verizon wireline assets Communications $10.5bn

Acquisition of Rexam plc Industrials $8.4bn

Merger with certain businesses of Gala Coral Gaming $5.6bn

Sale to Equinix Communications $4.1bn

Sale to Kinder Morgan Energy $3.0bn

Acquisition of Nordstrom’s credit card assets Financial Services $2.2bn

Acquisition of RTI International Metals Metals & Mining $1.5bn

20 Yellow shading denotes cross border transaction

Greenhill

Challenges of 2015

Improvement in deal activity limited to the US and UK

– Few transaction announcements in Continental Europe, Australia,

Brazil

Deal activity heavily focused on large strategic transactions

– Can result in lengthy regulatory reviews, though history suggests

few deals get blocked

Restructuring activity low, though we are advising on some of the

largest deals in the market

21

Greenhill

Outlook for 2016

Longer regulatory reviews result in an already much improved revenue

backlog for 2016

– Europe looks to show major improvement off weak 2015

M&A activity improvement should broaden over time to smaller and

mid-sized deals

M&A activity improvement should also broaden to geographies beyond

the US and UK

Restructuring activity should pick up, starting in energy sector

Primary and secondary capital advisory activity should remain robust

barring a significant decline in asset values

22

Greenhill

Longer-Term Opportunity for Greenhill

Brand stronger than ever in corporate boardrooms

Unified global team of highly motivated bankers

Poised to benefit from an increase in global deal activity

– Much upside remains in deals sub $10bn, European / Australian /

Brazilian M&A and restructuring

Only independent advisor with long track record of high GAAP

profitability, strong dividends and flat share count

– Focus on large transactions is key to achieving all three

Growing by attracting, integrating and developing senior talent

– Good recruiting opportunities continue to come our way

23

No Slide Title€¦ · Franchise in 2015 Client Role Region Sector Deal Size Acquisition of Allergan’s Generics business Healthcare $40.5bn Merger with Rock-Tenn Industrials $11.0bn

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