What changed in this filing

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Item 1. Business

2024-02-22 compared with 2023-02-24 · 93 added, 122 removed, 210 unchanged (51% of the section changed)

Evercore is the leading independent investment banking advisory firm in the world based on the dollar volume of announced worldwide merger and acquisition ("M&A") transactions on which we have advised in the last five years (1) .

Evercore is the leading independent investment banking firm in the world based on the dollar volume of announced worldwide merger and acquisition ("M&A") transactions on which we have advised in the last five years (1) .

When we use the term "independent investment banking advisory firm," we mean an investment banking firm that directly, or through its affiliates, does not engage in commercial banking or significant proprietary trading activities.

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(i) Investment Banking & Equities and (ii) Investment Management.

During the fourth quarter of 2022, we renamed our "Investment Banking" segment to "Investment Banking & Equities." The renaming of this segment did not result from changes to the overall business structure or reporting.

Investment Banking & Equities

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Investment Banking

Our investment banking business provides strategic advisory, private capital advisory and fundraising, private capital markets and debt advisory and equity capital markets services.

Our investment banking business provides strategic advisory, liability management and restructuring, capital markets advisory and private capital advisory and fundraising services.

Through this business, we provide clients with differentiated strategic and tactical advice, as well as execution to financial sponsors and both public and private companies across a broad range of industry sectors and geographies.

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Our flexible and integrated teams develop trust with clients by focusing on their objectives.

Functionally, we can act as an independent advisor, capital placement agent, or underwriter based on each client's circumstances and preferences.

Functionally, we can act as an independent advisor, placement agent, or underwriter based on each client's circumstances and preferences.

• Strategic Advisory .

We provide advisory services on a full range of matters, including mergers, sales, acquisitions, leveraged buyouts, joint ventures, strategic, defense and shareholder advisory, divestitures, liability management and other restructurings.

• Mergers and Acquisitions .

In advising companies on mergers, sales, or acquisitions, we evaluate potential targets and acquirers, provide valuation analyses, and evaluate and propose financial and strategic alternatives.

We provide boards and management teams with independent judgment and deep expertise as they navigate their most important transactions and strategic decisions.

We provide boards, management teams and financial sponsors with independent judgment and deep expertise as they navigate their most important transactions and strategic decisions.

We also advise as to the timing, structure, financing and pricing of a proposed transaction, as well as assist in negotiating and closing the deal.

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Our extensive experience, insights into activist tactics, expertise in assisting companies with shareholder engagement and innovative defense strategies are instrumental in helping clients prepare for, avoid, and, if required, defend against activist investors and hostile takeover attempts.

In public company situations, our strategic shareholder advice is an integral part of our practice and is a decisive edge for clients seeking to obtain shareholder support for their transactions.

In public company situations, our strategic shareholder advice is an integral part of our practice and is a decisive edge for clients seeking to solve complicated issues and obtain shareholder support for their transactions.

(1) Based on Refinitiv data

(2) Senior Managing Director headcount as of December 31, 2022, adjusted to include one additional Advisory Senior Managing Director committed to join in the first quarter of 2023.

(2) Senior Managing Director headcount as of December 31, 2023, adjusted to include one additional Advisory Senior Managing Director that joined in January 2024.

• Special Committee Assignments .

We have a leading special committee practice, which is driven by, and exemplifies, our overall commitment to independence, discretion, objectivity, and the delivery of unconflicted advice.

Our team has a long history of providing impartial advice to special committees and assisting them to meet fiduciary duties and obligations in significant situations.

• Transaction Structuring .

We provide integrated advice in connection with the structuring of public and private transactions - including mergers, spin-offs, sales, joint ventures, and capital markets offerings - intended to optimize tax, accounting, and other objectives of the deal.

• Restructuring .

We provide independent financial restructuring advice to companies, creditors, shareholders, and other stakeholders, both in-and out-of-court.

Our team has a long history of offering impartial advice to special committees and assisting them to meet fiduciary duties and obligations in significant situations.

• Real Estate Strategic Advisory .

Through our Real Estate Strategic Advisory ("RESA") team, we provide comprehensive strategic advisory and capital raising solutions to public and private companies, sponsors and investors globally.

The team assists with advice and execution across the spectrum of clients and transaction types, including public mergers and acquisitions, portfolio sales and recapitalizations, continuation vehicles, joint ventures, funds, equity capital markets and other bespoke advisory engagements.

• Liability Management & Restructuring .

We provide independent financial restructuring advice to companies, sponsors, creditors, shareholders and other stakeholders, both in-and out-of-court.

We specialize in providing critical and unbiased advice to clients on complex, balance sheet issues and transformational situations.

• Equity Capital Markets .

We structure and execute equity and equity-linked capital markets and advisory services for the firm's corporate and financial sponsor clients.

Our team provides its clients with execution expertise, independent advice, experienced judgment and key insights on all aspects of capital formation and capital markets transactions.

Our Equity Capital Markets team has the flexibility to engage with our corporate and financial sponsor clients in an underwriting, placement agent or advisory capacity.

• Private Capital Markets and Debt Advisory .

We provide corporate finance advisory services, including advisory services relating to private credit, growth equity and structured equity.

This includes structuring and executing private market transactions for corporate and sponsor clients across equity, credit, structured equity or hybrid financing solutions.

• Market Risk Management and Hedging .

We provide advisory services on all aspects of market-related risks arising from foreign exchange, interest rates, inflation and commodity prices in connection with cross-border mergers and acquisitions and financing transactions.

We assist our clients in determining a market-risk strategy in line with their financial objectives and risk appetite and design an approach that balances competitive pricing against the need to maintain confidentiality in relation to prospective transactions.

• Private Capital Advisory and Fundraising .

Through our Private Capital Advisory ("PCA"), Private Funds Group ("PFG") and Real Estate Capital Advisory ("RECA") teams, we advise managers of private assets – private equity, private debt, real estate, infrastructure and others – seeking to recapitalize or liquidate their assets through a privately negotiated transaction (e.g.

Through our Private Capital Advisory ("PCA") and Private Funds Group ("PFG") teams, we advise private asset managers on capitalizing or liquidating their assets through a privately negotiated transaction (e.g.

fund sales, asset refinancing and fund recapitalizations or continuation funds).

We also provide comprehensive global advisory and distribution services on capital raising for these managers and/or select private fund sponsors, advising and executing on the fundraising process, including competitive positioning and market assessment, preparation of marketing materials, investor development and documentation.

• Private Capital Markets and Debt Advisory .

We provide corporate finance advisory services, including advisory services relating to private credit, growth equity and structured equity.

This includes structuring and executing private market transactions for public and private corporate clients who require direct private equity, credit, or hybrid financing solutions.

We also provide independent advice to corporate clients on debt capital markets products globally and, in conjunction with our Market Risk Management and Hedging team, on associated market-related risks and hedging.

• Equity Capital Markets .

We provide equity capital markets execution and advisory services.

Our team provides its clients with execution expertise, independent advice, experienced judgment and key insights on capital formation and capital markets transactions.

Our Equity Capital Markets team has the flexibility to engage with our corporate and financial sponsor clients in an underwriting or advisory capacity.

In our Equities business, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

In our Equities business, Evercore ISI, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

Evercore ISI was recognized as the top ranked independent firm by Institutional Investor in 2023.

We also ranked #1 for analysts among all firms on a weighted basis.

We also ranked #1 for analysts among all firms on a weighted basis (weighted by commissions and top-ranked positions).

Our sales team delivers research-centric service to more than 1,300 institutional clients in the U.S.

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Luminis is an independent corporate advisory firm based in Australia and Seneca Evercore is an independent corporate advisory firm based in Brazil.

We maintain a strategic alliance relationship with an independent strategic advisory firm in Mexico founded by certain former employees.

We also maintain strategic alliances in India and South Korea.

Investment Management

Our Investment Management segment includes wealth management and trust services through Evercore Wealth Management L.L.C.

("EWM"), as well as private equity through investments in entities that manage private equity funds.

Our Investment Management segment includes wealth management through Evercore Wealth Management L.L.C.

("EWM") and trust services through Evercore Trust Company, N.A.

("ETC"), as well as private equity through investments in entities that manage private equity funds.

In 2023, our Investment Management segment generated revenue of $67.0 million, or 3% of our revenues, excluding Other Revenue, net ($64.5 million, or 2%, in 2022 and $65.8 million, or 2%, in 2021).

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Our U.S.-based Evercore Wealth Management serves high-net-worth individuals, foundations and endowments.

Clients at EWM and our affiliated trust company, Evercore Trust Company, N.A.

("ETC"), work directly with dedicated teams of independent thinkers to manage complex wealth and focus on delivering tangible results.

Clients at EWM and our affiliated trust company, ETC, work directly with dedicated teams to establish distinctive financial objectives to pursue personal, business and legacy goals.

As of December 31, 2023, EWM had $12.3 billion of assets under management ("AUM").

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We also hold certain interests in entities that manage private equity funds and in the funds they manage.

On March 28, 2022, we sold a portion of our interests in ABS, resulting in a reduction of our ownership percentage from 46% to 26%.

• The Investment Management segment also includes the historical results of Evercore Casa de Bolsa, S.A.

("ECB"), which was sold in 2020.

Our Strategies for Growth

We intend to continue to grow and diversify our businesses, and to further enhance our profile and competitive position, through the following strategies:

• Add and Promote Highly Qualified Professionals in our Investment Banking & Equities segment .

• Promote and Recruit Highly Qualified Professionals in our Investment Banking & Equities segment .

We intend to continue to promote our most talented professionals in the future, as well as to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory and equity research professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, to extend our reach to sectors or new business lines, product capabilities and geographies that we have identified as particularly attractive and to expand and enhance our client base and coverage model.

We hired seven new Senior Managing Directors in 2022, strengthening our capabilities in Equity Capital Markets, Private Capital Markets and Debt Advisory and Placement, as well as strengthening our coverage in the Technology sector and expanding our geographic reach.

We also hired one new Advisory Senior Managing Director in January 2023 committed to join in the first quarter of 2023.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted 17 Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director in 2022.

Additionally, in January 2023, we announced the promotion of seven Advisory Managing Directors to Senior Managing Director, one Equities Managing Director to Senior Managing Director and three Managing Directors to Partner in our EWM business.

In 2023, 11 new Advisory Senior Managing Directors committed to joining the firm, strengthening our capabilities in Equity Capital Markets, Private Capital Markets, Technology, Communications, Real Estate, Industrials and Business Services sectors and expanding our geographic reach.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted seven Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director in 2023.

Additionally, in January 2024, we announced the promotion of seven Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director.

On occasion, additions of professionals may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector.

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We also continue to selectively evaluate opportunities to expand Wealth Management.

We promoted three Managing Directors to Partner in our EWM business in 2023.

Human Capital Management

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To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values (Client Focus, Integrity, Excellence, Respect, Diversity, Equity and Inclusion, Investment in People, Partnership) and improve our business.

We also reward and support employees through competitive pay and benefits programs;

facilitate the professional development of our employees through our talent development programs;

and promote a strong culture of diversity, equity, and inclusion throughout our organization.

With these guiding principles, our Human Capital Group leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, benefits management, compensation planning, performance management and

professional development.

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including our Diversity, Equity and Inclusion ("DE&I") initiatives.

We also reward and support employees through competitive pay and benefits programs, facilitate the professional development of our employees through our talent development programs, and promote a strong culture of diversity, equity, and inclusion throughout our organization.

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters, including our Diversity, Equity and Inclusion ("DE&I") initiatives.

Some examples of our programs, initiatives and efforts to attract, develop, mentor, promote and retain the most talented professionals in our industry include:

• Diversity, Equity and Inclusion:

DE&I is a major focus of our senior management and Board of Directors.

Promoting diversity, equity and inclusion throughout the organization is not only the right thing to do, but it improves our culture and performance, allowing us to better serve our clients and grow our business over the long term.

We believe in empowering our people to thrive by maintaining a culture of inclusion that embraces diversity and creates opportunity for all employees.

We continue to make progress in accomplishing our DE&I objectives, and are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives.

We are focused on the following DE&I objectives:

▪ Building DE&I knowledge and understanding of key DE&I issues across the organization

◦ REPRESENTATION

▪ Increasing representation and promoting greater diversity of backgrounds within Evercore across all levels

◦ BELONGING AND ALLYSHIP

DE&I is one of our Core Values and continues to be a top priority for our senior management and Board of Directors.

We are focused on applying a unified and global approach to DE&I in alignment with our Core Values and business objectives.

Progress toward this objective will make our firm stronger and more innovative, and make our contributions to our clients and communities more impactful.

We continue to focus on the following DE&I objectives:

◦ Education & Development

▪ Building knowledge and understanding of diversity, equity and inclusion across the organization

▪ Expanding programs to attract a diverse pipeline of the most talented professionals

◦ Inclusive Culture

▪ Cultivating an inclusive environment where active allyship prevails and all professionals feel supported and fully integrated into the firm

◦ MERITOCRACY

▪ Strengthening our meritocracy to be experienced similarly among all employees, with equitable access to career and development opportunities

◦ ACCOUNTABILITY

▪ Cultivating broad accountability for driving DE&I progress and ensuring behaviors support DE&I goals

We execute on these objectives through a variety of initiatives, including:

◦ Recruiting and Representation

▪ We maintain an internal diversity recruiting team, which has supplemented our campus recruiting strategy to increase diversity in our talent pipeline, through outreach at HBCUs/HSIs and diversity-specific recruiting events.

▪ We have partnerships with external diversity organizations.

▪ We offer scholarships to select diversity candidates.

▪ We have added four new independent directors to our Board since 2018 – three of whom are women, and one of whom is also a person of color.

Currently, 44% of our independent directors are women.

◦ Education and Training

▪ We provide formal training and mentorship programs for underrepresented employees and conduct trainings for our employees on DE&I issues.

▪ Our diversity networks have hosted events and programs for their members and allies, including several events with prominent leaders outside of and within our own organization.

◦ Building an Inclusive Culture

▪ We maintain a Global Diversity Council, whose membership includes the heads of each of the firm’s employee-led diversity networks, to help build connectivity, create community and advance the firm’s culture of inclusion:

Women’s Network

◦ EMEA Women's Network

Traditionally Underrepresented Minorities Network

EverProud Network

◦ EMEA LGBTQIA+ Network

Evercore Veterans Network

◦ Accountability

▪ Diversity recruiting efforts are regularly reviewed by senior management.

◦ We analyze pay equity information throughout the organization.

◦ We continue to regularly share progress on DE&I initiatives and results, including at firm-wide town-halls and with the Board of Directors.

▪ Building a more aware and involved employee base with committed leadership for our DE&I objectives

• Recruiting:

We continue to strategically invest in our talent base through campus and lateral recruiting as we execute on our long-term growth strategy.

• Talent Development:

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◦ Our training framework involves ongoing development at multiple stages of our employees' career, including on-the-job training and mentorship.

◦ Our senior professionals play a central role in presenting our training and development programs, including our M&A Black Belt program, and other sector and business appropriate training programs.

◦ Our programs are primarily leadership-led and follow the apprenticeship model.

We are proud that over 100 of our professionals taught at our various programs this year.

◦ We also engage in a comprehensive evaluation process designed to provide our employees with the feedback necessary for their professional development.

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These programs support our employees' physical, mental and financial health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦ To advance our diversity, equity and inclusion objectives, we have expanded our benefits package to include additional women’s, LBGTQ+ and family support benefits.

◦ In our major offices, our benefits for eligible employees include the following:

▪ Medical, prescription drug, dental and vision insurance

▪ Life and disability insurance

▪ Enhanced healthcare navigation and claims advocacy services

▪ Women’s and family healthcare services

▪ Fertility, adoption and surrogacy assistance

▪ Flexible work arrangements

▪ Back-up child, adult, elder and pet care

▪ Caregiver support services

▪ Employee assistance program

▪ Retirement benefits

▪ Commuter benefits

▪ Health club membership discounts

▪ Identity theft protection

▪ Paid holidays, vacation days, personal days and sick days

▪ Paid parental, marriage, caregiver and bereavement leave

▪ Other corporate benefits

◦ We promote wellness education and encourage our employees to take a mindful and active approach to their overall well-being, including through our EverWELL program.

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• Compensation Structure:

Our compensation structure, including our comprehensive benefit package, is designed to attract, motivate and retain highly talented employees.

We have consistently sought to closely align pay with performance.

Through our broad-based equity program, we have used equity compensation to create a close alignment of interests between our shareholders and employees.

We have also encouraged, supported and assisted our employees in having a positive impact on the communities in which we operate and serve.

Our compensation structure, including our comprehensive benefits package, is designed to attract, motivate and retain highly talented employees.

We measure our success not only by our client work and financial results, but also by our contributions to the communities in which we operate and serve.

◦ Through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

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Our global workforce is comprised of approximately 99% full-time and 1% part-time employees.

Nearly 1,600 of our employees were employed in the United States (of which approximately 1,200 were employed in Investment Banking & Equities);

Approximately 1,600 of our employees were employed in the United States (of which approximately 1,300 were employed in Investment Banking & Equities);

the remainder were employed outside the United States, primarily in our Investment Banking & Equities segment.

We believe our efforts in managing our workforce have been effective, evidenced by our strong culture, talent development and employee retention.

We believe our efforts in managing our workforce have been effective, evidenced by our strong culture and talent development.

The financial services industry is intensely competitive, and we expect it to remain so.

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Our investment banking competitors can be categorized into two main groups:

(1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as Centerview, Greenhill, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, PJT Partners and Rothschild, among others.

(1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as Centerview, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, PJT Partners and Rothschild, among others.

We believe, and our clients have informed us, that advisory firms that also provide acquisition financing, and engage in significant proprietary trading in clients' securities and the management of large private equity funds that often compete with clients can cause such firms to develop interests that may be in conflict with the interests of advisory clients.

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EGL is subject to regulation and oversight by the SEC.

FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms,

including EGL.

FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including EGL.

The SEC, FINRA, and other regulators in various jurisdictions impose both conduct-based and disclosure-based requirements with respect to our business.

State securities regulators and securities exchanges to which EGL is a member also have regulatory or oversight authority over EGL.

State securities regulators and securities exchanges of which EGL is a member also have regulatory or oversight authority over EGL.

Our Private Funds business is also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

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For example, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1.

Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.

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EGL is also subject to the SEC's Market Access Rule, Rule 15c3-5.

The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders.

The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing trading limits for its trading clients and implementing controls to prevent erroneous orders.

Our operating entities are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures.

Regulatory authorities are also increasingly focused on cyber security and vendor management.

Failure to comply with any legal and regulatory requirements may result in monetary, regulatory and, in certain cases, criminal penalties.

Failure to comply with any legal and regulatory requirements may result in monetary, regulatory and, in certain cases, criminal penalties and significantly harm our reputation.

We are also subject to the U.S.

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Authorization by the Financial Conduct Authority ("FCA") .

The FCA is responsible for regulating Evercore Partners International LLP ("Evercore U.K.") and Evercore ISI International Limited ("Evercore ISI U.K."), the London vehicle of Evercore ISI.

The FCA is responsible for regulating Evercore Partners International LLP ("Evercore U.K."), our U.K.

Advisory affiliate, and Evercore ISI International Limited ("Evercore ISI U.K."), our U.K.

Equities affiliate.

The Financial Services and Markets Act 2000 ("FSMA") is the basis for the United Kingdom's ("U.K.") financial services regulatory regime.

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Evercore U.K.

is authorized to carry out regulated activities including:

is authorized to carry out regulated activities with non retail clients, including:

advising on investments, arranging (bringing about) deals in investments and making arrangements with a view to transactions in investments.

Evercore ISI U.K.

is also authorized to carry out these activities.

is also authorized to carry out these activities for non retail clients.

authorized persons, Evercore U.K.

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are subject to the FCA's high-level principles for businesses, conduct of business obligations and organizational requirements.

The FCA's consumer duty that came into force in July 2023 setting higher level standards for firms under a new FCA principle and rules does not apply to either Evercore U.K.

or Evercore ISI U.K.

The FCA has extensive powers to supervise and intervene in the affairs of the firms.

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and Evercore ISI U.K., have not held passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in

other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

Following the U.K.'s exit from the EU, the provisions of the Markets in Financial Instruments Directive and the Markets in Financial Instruments Regulation (together "MiFID") have been on-shored and brought into U.K.

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law at the end of the Brexit transitional period and gave powers to the U.K.

government to amend this legislation so that it would operate effectively after Brexit.

government to amend this legislation so that it would operate

effectively after Brexit.

For most practical purposes Evercore U.K.

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Government announced a series of financial services regulatory developments referred to as the "Edinburgh Reforms".

The backdrop to these reforms is the Financial Services and Markets Bill which will enable EU financial services law directly applicable in the U.K.

The backdrop to these reforms is the Financial Services and Markets Act 2023 which received Royal Assent in June 2023.

The Act will enable EU financial services law directly applicable in the U.K.

to be repealed and replaced by similar U.K.

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Among other requirements, BaFin requires Evercore Germany, as a regulated entity, to comply with capital, liquidity, governance and business conduct requirements, and has a range of supervisory and disciplinary powers which it is able to use in overseeing the activities of the firm.

In Hong Kong, our subsidiary, Evercore Asia Limited ("Evercore Asia"), is licensed by the Securities and Futures Commission ("SFC") to conduct certain corporate finance activities and securities dealing and advising activities that are related to corporate finance.

The compliance requirements of the SFC include, among other things, paid-up share capital, liquid capital, record keeping, anti-money laundering and conduct of business requirements.

The directors and certain officers, employees and other persons affiliated with Evercore Asia are also subject to SFC licensing and/or compliance requirements.

In Hong Kong, the Securities and Futures Commission ("SFC") is responsible for regulating our subsidiary, Evercore Asia Limited ("Evercore Hong Kong").

As the principal regulator of Hong Kong’s securities and futures markets, the SFC is responsible for administering the laws and regulations governing the securities and futures markets in Hong Kong, supervising licensed market intermediaries such as Evercore Hong Kong and retains disciplinary, investigatory and enforcement powers in respect of contraventions of laws, regulations as well as other codes and guidelines promulgated by the SFC.

Evercore Hong Kong is licensed with the SFC to conduct certain corporate finance activities and securities dealing and advising activities that are related to corporate finance, and Evercore Hong Kong is required to comply with all applicable laws, rules, and regulations published by the SFC.

The compliance requirements of the SFC include, among other things, paid-up share capital, liquid capital, record keeping, data storage, anti-money laundering (including the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap.

615)), client classification, conflicts of interest and other conduct of business requirements.

Evercore Hong Kong is also subject to other laws in Hong Kong that are concerned with money laundering, terrorist financing, proliferation financing and financial sanctions, including the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap.

455), the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance (Cap.

575), the United Nations Sanctions Ordinance (Cap.

537), the Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Cap.

526) and the Prevention of Bribery Ordinance (Cap 201).

Failure to comply with these laws may result in monetary, regulatory and, in certain cases, criminal penalties.

In Singapore, Evercore Asia (Singapore) Pte.

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Dubai International Financial Centre ("DIFC")

Evercore Advisory (Middle East) Limited maintains a license in the DIFC issued by the Dubai Financial Services Authority ("DFSA") with permissions for (i) advising on financial products, (ii) arranging credit and advising on credit and (iii) arranging deals in investments only.

The compliance requirements of the DFSA include, among other things, capital, liquidity, governance, conduct of business requirements and anti-money laundering, counter-terrorist financing and sanctions requirements and apply to all activities conducted by Evercore Advisory (Middle East) Limited in and from the DIFC.

Financial services activities conducted in, or from, the DIFC, a financial free-zone located in the Emirate of Dubai, United Arab Emirates, are regulated by the Dubai Financial Services Authority ("DFSA") and are subject to regulatory licensing requirements.

Evercore Advisory (Middle East) Limited maintains licenses issued by the DFSA for:

(i) advising on financial products;

(ii) arranging credit and advising on credit;

and (iii) arranging deals in investments.

The compliance requirements for DFSA licensed entities include, among other things, capital, liquidity, governance, conduct of business requirements and anti-money laundering, counter-terrorist financing and sanctions requirements which apply to all activities conducted by Evercore Advisory (Middle East) Limited in or from the DIFC.

In Canada, our subsidiary, Evercore Partners Canada Ltd.

("Evercore Canada"), is licensed by the Ontario Securities Commission ("OSC") as an Exempt Market Dealer ("EMD") for dealing in securities that are exempt from registration requirements with permitted clients.

The compliance requirements for EMDs include anti-money laundering and anti-terrorist financing surveillance, sanctions and suspicious activity monitoring, anti-bribery and corruption rules, recordkeeping, and conflicts management.

Certain of our businesses are subject to compliance with laws and regulations of U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business