UPDATE 1-Greenhill to offer 1.25 mln new common shares

NEW YORK, Nov 5 (Reuters) - Greenhill & Co (GHL.N) said on Wednesday it has begun an offering of 1.25 million new common shares, as well as 2.25 million shares already owned by some of investment bank's directors.

The company plans to use the offering's proceeds to pay off debts and be ready for an expansion of its advisory business if needed. It will receive the proceeds from the sale of the new shares, but none from the shares to be sold by the directors.

The deal's underwriters will be led by Goldman Sachs (GS.N), and include Banc of Americas Securities LLC (BAC.N), Keefe, Bruyette & Woods, and Wachovia Securities WB.N. The underwriters have the option to purchase an additional 525,000 shares.

Shares in Greenhill were trading down 5.8 percent at $65.78 in morning trading on the New York Stock Exchange. (Reporting by Phil Wahba, editing by Gerald E. McCormick)