Simpson Thacher Represents Evercore Partners Inc. in Connection with $120 Million Investment by Mizuho Corporate Bank, Ltd.
08.25.08
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Simpson Thacher is representing Evercore Partners Inc. in connection with a proposed investment of $120 million by Mizuho Corporate Bank, Ltd. Under the terms of the purchase agreement, Evercore will sell to Mizuho $120 million principal amount of senior unsecured notes due 2020 with a 5.20% coupon and warrants to purchase 5,454,545 shares of Evercore Class A Common Stock at $22.00 per share, for an aggregate purchase price of $120 million in cash. In addition, Evercore, Mizuho Corporate Bank, Ltd. and Mizuho Securities Co., Ltd. entered into an investment agreement pursuant to which Mizuho has agreed, subject to the joint approval by Evercore and Mizuho of each allocation of Mizuho’s capital commitment, to commit up to $150 million to be invested in Evercore-affiliated funds. Evercore and Mizuho also entered into a new strategic alliance agreement strengthening their U.S.-Japan cross-border strategic alliance announced in 2006 and an equity holders agreement setting forth certain rights and obligations of Evercore and Mizuho, including the right of Mizuho to designate a representative to become a member of Evercore’s Board of Directors.
The Simpson Thacher attorneys advising Evercore on this transaction include: Katie Sudol, Tim Slavin, Frank Kwok and Marisa Ma (M&A); Michael Nathan, Josh Bonnie, Arjun Koshal and Won Sun Jung (Capital Markets); Gary Rice (Bank Regulatory); Tom Bell (Private Funds); Marcy Geller and Jonathan Goldstein (Tax); and Peter Thomas and Brijesh Dave (Antitrust; CIFIUS).