Table of Contents As filed with the Securities and Exchange Commission on May 12, 2006. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 EVERCORE PARTNERS INC. (Exact name of Registrant as specified in its charter) Delaware 6199 20-4748747 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 55 East 52nd Street 43rd Floor New York, NY 10055 Telephone: (212) 857-3100 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) David E. Wezdenko Chief Financial Officer Evercore Partners Inc. 55 East 52nd Street 43rd Floor New York, NY 10055 Telephone: (212) 857-3100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Vincent Pagano, Jr., Esq. Mark G. Borden, Esq. Joshua Ford Bonnie, Esq. Stuart R. Nayman, Esq. Simpson Thacher & Bartlett LLP Wilmer Cutler Pickering Hale and Dorr LLP 425 Lexington Avenue 399 Park Avenue New York, NY 10017-3954 New York, NY 10022 Telephone: (212) 455-2000 Telephone: (212) 230-8800 Facsimile: (212) 455-2502 Facsimile: (212) 230-8888 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Title Of Each Class Aggregate Amount of Of Securities To Be Registered Offering Price(1)(2) Registration Fee Class A Common Stock, par value $.01 per share $ 86,250,000 $ 9,228.75 (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes shares subject to the underwriters’ option to purchase additional shares. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated May 12, 2006 PROSPECTUS Shares Evercore Partners Inc. Class A Common Stock This is Evercore Partners Inc.’s initial public offering of Class A common stock. Evercore Partners Inc. is selling all of the shares in this offering. We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of this offering, we expect that the shares will trade on the New York Stock Exchange under the symbol “EVR”. Investing in our Class A common stock involves risks. See “ Risk Factors” beginning on page 12. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Evercore Partners Inc. $ $ We have granted the underwriters a 30-day option to purchase up to additional shares at the public offering price less the underwriting discount if the underwriters sell more than shares of Class A common stock in this offering. We intend to use a portion of the proceeds from this offering to repay all of our outstanding borrowings under our credit agreement. Affiliates of some of the underwriters are the lenders under our credit agreement and will, accordingly, receive the proceeds used to repay those borrowings. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about , 2006. LEHMAN BROTHERS GOLDMAN, SACHS & CO. JPMORGAN KEEFE, BRUYETTE & WOODS FOX-PITT, KELTON E*TRADE FINANCIAL , 2006. Table of Contents EVERCORE PARTNERS • Founded in 1996 • Advisory and Investment Management businesses • 28 Senior Managing Directors* • Offices in New York, Los Angeles, San Francisco, Mexico City and Monterrey* Selected Advisory Transactions April 3, 2006 March 5, 2006 January 23, 2006 January 16, 2006 Advised Advised Advised Advised CVS General Motors AT&T VNU on its pending acquisitions of Osco on its pending on its pending $89.4 billion Drug and Sav-on Drug as part of the on its pending $11.6 billion $7.9 billion sale of a 51% acquisition of $17.4 billion asset sale of sale to a private equity interest in BellSouth Albertsons consortium GMAC January 13, 2006 December 20, 2005 October 24, 2005 October 3, 2005 Advised Advised Advised Advised Nextel Partners NTL Tyco International Cendant on its pending $7.5 billion on its $8.8 billion acquisition of on its pending split-up on its pending split-up sale to Telewest Sprint Nextel January 31, 2005 February 17, 2004 July 17, 2000 September 7, 1999 Advised Advised Advised Advised SBC SBC General Mills CBS Corporation Communications Communications on its $10.5 billion acquisition of on its $40.9 billion sale to on its $21.7 billion acquisition of on Cingular Wireless’s Pillsbury AT&T $47.1 billion acquisition of Viacom AT&T Wireless † Private Equity Funds as of December 31, 2005 1997 2001 2000 2003 Evercore Capital Evercore Capital Evercore Ventures Discovery Americas* Partners I Partners II $512 million committed $663 million committed $62 million committed $68 million committed * Gives effect to our combination with Protego Asesores prior to this offering. † We do not consolidate these funds in our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—Revenue” for a discussion of how we generate revenue from the private equity funds we manage. Table of Contents Table of Contents Page Summary 1 Risk Factors 12 Forward-Looking Statements 25 Organizational Structure 26 Use of Proceeds 30 Dividend Policy 30 Capitalization 31 Dilution 32 Unaudited Pro Forma Financial Information 33 Selected Historical Financial and Other Data 40 Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 Page Business 60 Management 75 Related Party Transactions 87 Principal Stockholders 92 Description of Capital Stock 93 Shares Eligible for Future Sale 96 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock 98 Underwriting 101 Legal Matters 107 Experts 107 Where You Can Find More Information 107 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Through and including , 2006 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. In this prospectus, references to “Evercore”, “Evercore Partners”, the “Company”, “we”, “us” or “our” refer (1) prior to the consummation of the reorganization into a holding company structure as described under “Organizational Structure”, to Evercore Holdings, which is comprised of certain consolidated and combined entities under common ownership by Evercore’s Senior Managing Directors, and (2) after such reorganization, to Evercore Partners Inc. and its subsidiaries. Unless the context otherwise requires, references to (1) “Evercore Partners Inc.” refer solely to Evercore Partners Inc., a Delaware corporation, and not to any of its subsidiaries and (2) “Evercore LP” refer solely to Evercore LP, a Delaware limited partnership, and not to any of its subsidiaries. Completion of the reorganization is a condition to the consummation of this offering. As part of the reorganization, Evercore will be combined with Protego Asesores S.A. de C.V., a Mexican sociedad anónima de capital variable, and its related subsidiaries, and Protego SI, S.C., a Mexican sociedad civil (an associated company), such entities being collectively referred to in this prospectus as “Protego”, unless the context otherwise requires.