March 17, 2010 (FinancialWire) — Greenhill & Co., Inc. (NYSE: GHL), an investment bank, said it has signed a definitive agreement to acquire Caliburn Partnership Pty Ltd., an independent financial advisor in the Australasian market.

Caliburn posted revenue for its fiscal years ended June 30, 2009, 2008 and 2007 of A$68.0 million, A$80.9 million and A$80.8 million, respectively.

The transaction is scheduled to close in early April.

Caliburn, which has had an alliance with Greenhill since 2003, has 40 total employees and offices in Sydney and Melbourne. According to Greenhill, all six of Caliburn’s managing directors will join Greenhill at closing, bringing the total number of Greenhill client-focused managing directors to 60. Following completion of the transaction, the firm will operate in Australia and New Zealand under the name Greenhill Caliburn.

Under the terms of the agreement, Greenhill will acquire 100% ownership of Caliburn in exchange for 1,099,875 shares of Greenhill common stock, which had a value of $91 million based on the stock’s March 16 closing price, issued at closing plus a new convertible preferred stock that pays no dividend and will convert into additional shares of Greenhill common stock in three and five years if certain revenue levels are achieved.

A further 659,925 shares of Greenhill common stock would be issued upon conversion of the Performance Stock on the third anniversary of the closing of the transaction if Caliburn has achieved average revenue of A$50 million per annum during this three-year period, and a further 439,950 shares of Greenhill common stock would be issued upon conversion of the Performance Stock on the fifth anniversary, if Caliburn has achieved further average revenue of A$50 million per annum during the two year period prior to that date.

If such revenue levels are not achieved, the Performance Stock would be cancelled.

New York-based Greenhill & Co. is an investment bank focused on providing financial advice on mergers, acquisitions, restructurings, financings and capital-raising to corporations, partnerships, institutions and governments.

Greenhill operates from its offices in New York, London, Frankfurt, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles and San Francisco, with additional offices in Sydney and Melbourne upon completion of the acquisition of Caliburn.

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