UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Private Placement of Senior Notes
On July 10, 2025, Evercore Inc. (the “Issuer”) entered into a note purchase agreement (the “Note Purchase Agreement”) among the Issuer and the purchasers party thereto, pursuant to which the Issuer will issue $125,000,000 aggregate principal amount of 5.17% Series K senior notes due 2030 (the “Series K Notes”) and $125,000,000 of 5.47% Series L senior notes due 2032 (the “Series L Notes” and together with the Series K Notes, the “Notes”) on July 24, 2025 in a private placement exempt from registration under the Securities Act.
Interest on the Notes will be payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2025. Interest on the Notes will accrue from and including July 24, 2025. The Series K Notes will mature on July 24, 2030 and the Series L Notes will mature on July 24, 2032. The Issuer intends to use a portion of the net proceeds from the issue and sale of the Notes to repay maturing notes in the next twelve months issued under prior note purchase agreements. The remaining net proceeds will be used for general corporate purposes.
The Note Purchase Agreement contains certain covenants, including (i) a Maximum Consolidated Leverage Ratio (as defined in the Note Purchase Agreement) of 2.75 to 1.0 as of the last day of any period of four consecutive fiscal quarters and (ii) a Minimum Consolidated Tangible Net Worth (as defined in the Note Purchase Agreement) of $325,000,000 as of the last day of any fiscal quarter, and other customary covenants.
The Note Purchase Agreement also provides for customary events of default which, if any occurs and is continuing, could permit or require the principal of and premium, if any, and interest on the Notes to become or to be declared due and payable immediately.
The foregoing description of the Note Purchase Agreement and the Notes does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Form of 5.17% Series K senior notes due July 24, 2030 (included in Exhibit 10.1) | |
| 4.2 | Form of 5.47% Series L senior notes due July 24, 2032 (included in Exhibit 10.1) | |
| 10.1 | Form of Note Purchase Agreement, dated July 10, 2025, among Evercore Inc. and the purchasers party thereto. | |
| 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 11, 2025 | ||||||
| By: | /s/ Jason Klurfeld | |||||
| Name: | Jason Klurfeld | |||||
| Title: | General Counsel | |||||