Greenhill to Acquire Australian-Based Caliburn Partnership, A Leading Independent Financial Advisory Firm

By Greenhill Co. Inc., PRNE
Monday, March 15, 2010

Six Caliburn Managing Directors, and Total Staff of 40, to Join Greenhill

NEW YORK and SYDNEY, March 16, 2010 - Greenhill & Co., Inc. (NYSE: GHL), a leading independent global
investment bank, announced today that it has signed a definitive agreement to
acquire Caliburn Partnership Pty Ltd. ("Caliburn"), a leading independent
financial advisor in the Australasian market. Caliburn has advised on more
than A$170 billion of transactions since its founding, and had 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 expected to
close in early April.

Caliburn, which was founded in 1999 and has had an alliance with
Greenhill since 2003, has 40 total employees and offices in Sydney and
Melbourne. 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, it will operate in
Australia/New Zealand under the name Greenhill Caliburn.

Greenhill and Caliburn are highly complementary businesses and were
founded on identical business models. Both are focused on delivering
independent advice, free of conflicts, and on developing long-term and
trusted relationships with clients. The acquisition advances their common
ambition to create the leading independent global financial advisory firm,
with capabilities to advise clients across industry sectors on mergers,
acquisition, restructurings, financing and capital-raising in all regions.

Terms of Transaction

Under the terms of the agreement, Greenhill will acquire 100% ownership
of Caliburn in exchange for 1,099,875 shares of Greenhill common stock (with
a value of $91 million based on today's closing price) issued at closing plus
a new convertible preferred stock ("Performance 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. Consistent
with its normal personnel recruiting policies, Greenhill will also grant
Restricted Stock Units, which will vest over time, subject in some cases to
the above revenue performance targets, to a number of Caliburn employees.

Comments From Greenhill and Caliburn Management

Robert F. Greenhill, Chairman of Greenhill said, "We have long been
committed to growing our business by attracting senior investment banking
talent that brings us new industry expertise or geographic reach. This is
evidenced by the near doubling of our client-focused Managing Directors
during the financial crisis of 2008-09. We have consistently said that most
of our recruiting will be of talented individual bankers or small teams, but
that we would consider an acquisition where it would bring us significant
capabilities that we could not replicate with individual recruiting.
Importantly, we would pursue such a significant acquisition like this only
where the target had demonstrated an ability to operate in a manner
consistent with the strong revenue productivity, growth, compensation and
non-compensation cost discipline, profitability and return to shareholder
metrics that Greenhill has exhibited in its nearly six years as a public
company. In Caliburn we will be combining with a firm that meets all these
criteria."

Scott L. Bok, Co-Chief Executive Officer of Greenhill, said, "Bringing
the Caliburn team onboard advances our strategy in many ways. It brings us a
major presence in Australia, which builds on our history as a global firm
with typically more than half of our revenue originating from clients outside
North America. More broadly, it advances our efforts to develop a larger
business in Asia, building on the 2008 opening of our Tokyo office and
looking forward to opportunities in China and elsewhere in the region. From
an industry sector point of view, Caliburn significantly expands our
capabilities in energy, mining, financial services, consumer and many other
important sectors. Finally, our fund placement advisory business will be
enhanced by a presence in Australia, given Australia's position as the fourth
largest retirement savings pool in the world."

Simon A. Borrows, Co-Chief Executive Officer of Greenhill, said, "This
transaction has been carefully structured to align the interests of the new
team with our shareholders. The Managing Directors of Caliburn will become
significant Greenhill shareholders, consistent with our other key personnel
around the world. The structure also creates powerful equity incentives for
continued strong performance over a five year period following the closing.
Equally important to the financial incentives, we know through several years
of working together that the Caliburn team shares our ambition to create the
leading independent financial advisory firm with capabilities in all
important geographic regions and in all important industry sectors."

Peter Hunt, Chairman of Caliburn, said, "We are pleased to join the
Greenhill team, having built a substantial Australasian business that shares
all the key attributes of the Greenhill business globally. These include high
integrity, a focus on clients rather than principal activities, a global
perspective and a strong discipline on costs. This combination positions us
to serve clients better by expanding our industry sector expertise and giving
us access to experienced partners in North America, Europe and Japan. We look
forward to continuing to build our business as part of the Greenhill team."

Simon Mordant and Ron Malek, Joint Chief Executive Officers of Caliburn,
said "We are pleased to combine with Greenhill, a firm we have come to know
well and one whose culture is so similar to ours. Our clients will benefit
from our expanded global capabilities, but will see no difference in our
independent, client-focused approach to the business. Our staff will enjoy
the broader opportunities of being part of a global, like-minded firm."

    Caliburn Managing Directors Joining Greenhill

    - Peter Hunt is a founder and Chairman of Caliburn, based in Sydney. He
      has 30 years' experience advising local and multinational companies and
      governments. Prior to founding Caliburn in 1999, he was Co-Head of
      Corporate Finance at BZW and ABN Amro. He will serve as Chairman of
      Greenhill Caliburn.

    - Simon Mordant is a founder and Joint Chief Executive Officer of
      Caliburn, based in Sydney. He has 24 years' experience advising local
      and multinational companies. Prior to founding Caliburn in 1999, he was
      Co-Head of Corporate Finance at BZW and ABN Amro. He will serve as Co-
      Chief Executive Officer of Greenhill Caliburn and as a member of
      Greenhill's Management Committee.

    - Ron Malek is a founder and Joint Chief Executive Officer of Caliburn,
      based in Sydney. He has 20 years' experience advising local and
      multinational companies. Prior to founding Caliburn in 1999 he was
      Australian Head of the Consumer Sector at BZW and ABN Amro. He will
      serve as Co-Chief Executive Officer of Greenhill Caliburn and as a
      member of Greenhill's Management Committee.

    - Richard Phillips is a Managing Director of Caliburn, based in
      Melbourne. He has 15 years' experience advising local and multinational
      companies. Prior to founding the Melbourne office in 2005, he was an
      Executive Director with Macquarie Bank, where he was responsible for
      Macquarie's Australian Natural Resources M&A business. During his time
      at Macquarie, his roles included founding its Perth advisory business
      and running its Toronto advisory team.

    - Roger Feletto is a Managing Director of Caliburn, based in Sydney. He
      joined Caliburn in 2000. He has 12 years' experience advising leading
      Australian and multinational companies, with a particular focus on the
      industrials and consumer sectors.

    - Jamie Garis is a Managing Director of Caliburn, based in Sydney. He
      joined Caliburn in 2002. He has 12 years' experience advising
      Australian and multinational companies, with a particular focus on the
      financial services sector.

About Greenhill

Greenhill & Co., Inc. is a leading independent investment bank focused on
providing financial advice on significant mergers, acquisitions,
restructurings, financings and capital-raising to corporations, partnerships,
institutions and governments. Greenhill acts for clients located throughout
the world 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.

www.greenhill.com/

About Caliburn

Caliburn Partnership Pty Ltd is a leading Australasian corporate advisory
firm, providing advice on mergers and acquisitions, divestments and corporate
restructurings, balance sheet and capital optimization, and debt, hybrid and
equity raisings and sell-downs. The firm was named Best M&A House
(FinanceAsia) and Corporate Finance House of the Year (CFO Magazine) in 2008
and was awarded Deal of the Year and Best M&A Deal (FinanceAsia Japan Awards)
for its role as adviser to Lion Nathan on its A$8.2 billion acquisition by
Kirin and Best M&A Deal/Cross Border M&A Deal (FinanceAsia) in 2009 for its
role as adviser to OZ Minerals on the sale of certain assets to China
Minmetals.

www.caliburn.com.au/

    Greenhill Contacts:             Caliburn Contact:
    Richard J. Lieb                 Ross Thornton (Australia)
    Chief Financial Officer         FD Third Person
    +1-212-389-1800                 +61(2)8298-6100
    Jeffrey Taufield (U.S)
    Kekst and Company
    +1-212-521-4815

Greenhill Contacts: Richard J. Lieb, Chief Financial Officer, +1-212-389-1800, Jeffrey Taufield (U.S), Kekst and Company, +1-212-521-4815; Caliburn Contact: Ross Thornton (Australia), FD Third Person, +61 (2) 8298-6100

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