8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 23, 2009

GREENHILL & CO., INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-32147

Delaware (State or other jurisdiction of incorporation or organization)	51-0500737 (I.R.S. Employer Identification No.)
300 Park Avenue, 23rd floor New York, New York 10022 (Address of principal executive offices)	10022 (ZIP Code)

Registrant’s telephone number, including area code: (212) 389-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

     Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the press release, dated September 23, 2009, issued by Greenhill & Co., Inc. announcing that the stockholders of GHL Acquisition Corporation (“GHQ”), the special purpose acquisition company sponsored by Greenhill & Co., Inc. have approved all the matters voted on at a special meeting of stockholders, including the proposed acquisition of Iridium Holdings LLC by GHQ. In addition, GHQ announced that it has priced an offering of 16,000,000 newly issued shares of its common stock at a price of $10.00 per share. It is expected that the acquisition by GHQ of Iridium and the common stock offering will close on September 29, 2009, subject to the satisfaction of customary closing conditions.

Item 8.01. Other Events

     See Item 7.01.

     The information in this report is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (unless otherwise indicated in such filing).

Section 9. Financial Statements and Exhibits

     Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibit is being furnished as part of this Report.

Exhibit
Number	Description
99.1	Press Release of Greenhill & Co., Inc. dated September 23, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	Greenhill & Co., Inc.
Date: September 24, 2009	By:	/s/ Richard J. Lieb
		Name:	Richard J. Lieb
		Title:	Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Greenhill & Co., Inc. dated September 23, 2009.

E-1

EX-99.1

Exhibit 99.1

Contact: Richard J. Lieb,
Chief Financial Officer
Greenhill & Co., Inc.
(212) 389-1800

For Immediate Release

SPAC SPONSORED BY GREENHILL ANNOUNCES
STOCKHOLDER APPROVAL OF IRIDIUM ACQUISITION AND PRICING
OF EQUITY OFFERING

NEW YORK, September 23, 2009 — Greenhill & Co., Inc. (“Greenhill”) (NYSE: GHL) today announced that the stockholders of GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.U and GHQ.WS), the special purpose acquisition company sponsored by Greenhill, have approved all the matters voted on at a special meeting of stockholders held today, including the proposed acquisition of Iridium Holdings LLC by GHL Acquisition. In addition, GHL Acquisition announced that it has priced an offering of 16,000,000 newly issued shares of its common stock at a price of $10.00 per share. It is expected that the acquisition by GHL Acquisition of Iridium and the common stock offering will close on September 29, 2009, subject to the satisfaction of customary closing conditions.

Forward-Looking Statements and Other Disclosure

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Greenhill or GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the closing of the transactions referred to above, whether the closing conditions will be satisfied, as well as industry and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that Greenhill’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Greenhill’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. The forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, Greenhill undertakes no obligation to update forward-looking statements.

This press release is for informational purposes only and does not constitute an offer of any securities for sale.

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