UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On July 29, 2025, Evercore LP, a subsidiary of Evercore Inc. (the “Company”), entered into a definitive agreement to acquire Robey Warshaw, a highly successful independent advisory firm headquartered in the United Kingdom. The transaction, which is expected to close at the beginning of the fourth quarter 2025, is subject to customary closing conditions and will involve the issuance of shares of the Company’s class A common stock (“Common Stock”).
In consideration of the acquisition of Robey Warshaw, the definitive agreement provides for the following consideration: (i) upfront consideration of £146,062,500, of which £71,250,000 is payable at closing in Common Stock and £74,812,500 is payable on the first anniversary of closing (in Common Stock and/or cash as agreed between the parties), which corresponds to approximately $196 million, with $96 million payable at Closing and $100 million payable on the first anniversary of closing, and (ii) potential contingent consideration based on the achievement of certain performance thresholds over a multi-year period, which if earned will be paid in Common Stock and/or cash as agreed between the parties, and which will be payable on various dates between closing and shortly following the sixth anniversary of closing.
To the extent that the Company issues any shares of Common Stock, the Company expects to file a Current Report on Form 8-K or otherwise disclose in its quarterly or annual reports on Form 10-Q or 10-K, as applicable, disclosing, among other things, the number of shares of Common Stock actually issued. Any such issuance will be made in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company has agreed to file a registration statement (or an amendment or supplement to an existing registration statement) registering any such shares of Common Stock for resale.
| Item 7.01. | Regulation FD Disclosure |
On July 30, 2025, the Company issued a press release announcing the entry into the definitive agreement to acquire Robey Warshaw. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Evercore Inc., dated July 30, 2025 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| EVERCORE INC. | ||||||
| Date: July 30, 2025 | ||||||
| By: | /s/ Jason Klurfeld | |||||
| Name: | Jason Klurfeld | |||||
| Title: | General Counsel | |||||