Perella Weinberg Partners (the “Company” or “PWP”) (NASDAQ: PWP), a
leading global independent advisory firm, today announced that the
registration statement on Form S-4 (the “Registration Statement”)
filed by the Company with the U.S. Securities and Exchange
Commission (“SEC”) registering Class A common stock, par value
$0.0001 per share (“Class A Common Stock”), of the Company issuable
as part of the Company’s previously announced exchange offer (the
“Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its outstanding Public Warrants and Private Placement
Warrants (each as defined below, and collectively, the "Warrants"),
has been declared effective by the SEC. As a result, the Company
does not expect or intend to extend the expiration date of the
Offer, which is set to expire at one minute after 11:59 p.m.,
Eastern Standard Time, on August 18, 2022, or such later time and
date to which the Company may extend (the “Expiration Date”). The
Company advises holders of Warrants who intend and are eligible to
participate in the Offer to tender their Warrants as soon as
possible, in the manner described in the Prospectus/Offer to
Exchange, dated August 15, 2022 (the “Prospectus/Offer to
Exchange”) and related offering materials previously distributed to
each holder.
Previously Announced Terms of the Offer
and Consent Solicitation
The Offer is being made to all holders of the
Company’s Warrants, consisting of (i) the Warrants sold as part of
the units in FinTech Acquisition Corp. IV’s (“FTIV”) initial public
offering of FTIV’s securities on September 29, 2020 (“IPO”)
(whether they were purchased in the IPO or thereafter in the open
market) (the “Public Warrants”) and (ii) the Warrants sold as part
of the units in a private placement that occurred simultaneously
with the IPO (the “Private Placement Warrants”). The Company is
offering to all holders of the Warrants the opportunity to receive
0.20 shares of Class A Common Stock in exchange for each Warrant
tendered by the holder and exchanged pursuant to the Offer.
Pursuant to the Offer, the Company is offering up to an aggregate
of 1,573,995 shares of its Class A Common Stock in exchange for the
Warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the Public Warrants to amend
the warrant agreement that governs all of the Warrants (the
“Warrant Agreement”) to permit the Company to require that each
Warrant (including each Private Placement Warrant) that is
outstanding upon the closing of the Offer be converted into 0.18
shares of Class A Common Stock, which is a ratio 10% less than the
exchange ratio applicable to the Offer (such amendment, the
“Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, all except certain specified modifications or amendments
require the vote or written consent of holders of at least 65% of
the outstanding Public Warrants. Accordingly, the adoption of the
Warrant Amendment will require the consent of holders of at least
65% of the outstanding Public Warrants. Parties representing
approximately 45.9% of the Public Warrants have agreed to tender
their Warrants in the Offer and to consent to the Warrant Amendment
in the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, if holders of an additional approximately
19.1% of the outstanding Public Warrants consent to the Warrant
Amendment in the Consent Solicitation, and the other conditions of
the Offer are satisfied or waived, then the Warrant Amendment will
be adopted. The offering period will expire at one minute after
11:59 p.m., Eastern Standard Time, on August 18, 2022, or such
later time and date to which the Company may extend, as described
in the Company’s Schedule TO, dated July 22, 2022 (as may be
amended, the “Schedule TO”) and Prospectus/Offer to Exchange.
Tendered Warrants may be withdrawn by holders at any time prior to
the Expiration Date. The Company’s obligation to complete the Offer
is not conditioned on the tender of a minimum amount of
Warrants.
The Offer and Consent Solicitation are being
made pursuant to the Prospectus/Offer to Exchange and Schedule TO,
each of which have been filed with the SEC and more fully set forth
the terms and conditions of the Offer and Consent Solicitation.
The Company’s Class A Common Stock and its
Public Warrants are listed on the Nasdaq Global Select Market under
the symbols “PWP” and “PWPPW,” respectively. As of July 19, 2022, a
total of 7,869,975 Warrants were outstanding, consisting of
7,666,642 Public Warrants and 203,333 Private Placement
Warrants.
Citigroup Global Markets Inc. is acting as the
Dealer Manager for the Offer and Consent Solicitation. Any
questions or requests for assistance concerning the Offer and
Consent Solicitation may be directed to Citigroup Global Markets
Inc. at (212) 723-7914. D.F. King & Co., Inc. is acting as the
Information Agent for the Offer and Consent Solicitation, and
American Stock Transfer & Trust Company, LLC is acting as the
Exchange Agent. Requests for documents should be directed to D.F.
King & Co., Inc. at (866) 342-4881 (for Warrant holders) or
(212) 269-5550 (for banks and brokers) or via the following email
address: pwp@dfking.com.
About PWP
Perella Weinberg Partners is a leading global
independent advisory firm, providing strategic and financial advice
to a broad client base, including corporations, institutions,
governments, sovereign wealth funds, and the financial sponsor
community. The firm offers a wide range of advisory services to
clients in the most active industry sectors and global markets.
With approximately 600 employees, PWP currently maintains offices
in New York, Houston, London, Calgary, Chicago, Denver, Los
Angeles, Paris, Munich, and San Francisco.
Important Additional Information Has
Been Filed with the SEC
The Offer described in this press release
commenced on July 22, 2022. On July 22, 2022, a registration
statement on Form S-4 and an exchange offer statement on Schedule
TO, including an offer to exchange, a letter of transmittal and
consent and related documents, were filed with the SEC by PWP, and
on August 15, 2022, a final prospectus/offer to exchange was filed
with the SEC by PWP. The offer to exchange the outstanding Warrants
of PWP will only be made pursuant to the Prospectus/Offer to
Exchange and Schedule TO, including related documents filed as a
part of the exchange offer. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROSPECTUS/OFFER TO EXCHANGE AND SCHEDULE TO
FILED OR TO BE FILED WITH THE SEC CAREFULLY, AS THEY MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE EXCHANGE
OFFER, INCLUDING THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing
such requests to D.F. King & Co., Inc. at (866) 342-4881 (for
Warrant holders) or (212) 269-5550 (for banks and brokers) or via
the following email address: pwp@dfking.com. Investors and security
holders may also obtain, at no charge, the documents filed or
furnished to the SEC by PWP under the “Investors” section of PWP's
website at investors.pwpartners.com.
No Offer or Solicitation
This press release shall not constitute an offer
to exchange or the solicitation of an offer to exchange or the
solicitation of an offer to purchase any securities, nor shall
there be any exchange or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. A registration statement on Form S-4 relating to the
securities to be issued in the Offer has been filed with the SEC
and was declared effective on August 15, 2022. The Offer and
Consent Solicitation are being made only through the Schedule TO
and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Offer and Consent Solicitation are set forth in
the Schedule TO and Prospectus/Offer to Exchange.
None of the Company, any of its management or
its board of directors, or the Information Agent, the Exchange
Agent or the Dealer Manager makes any recommendation as to whether
or not holders of Warrants should tender Warrants for exchange in
the Offer or consent to the Warrant Amendment in the Consent
Solicitation.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995,
which reflect the Company’s current views with respect to, among
other things, statements about the consummation of the Offer and
Consent Solicitation and the entry into the Warrant Amendment. You
can identify these forward-looking statements by the use of words
such as “estimates,” “projected,” “expects,” “estimated,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “would,” “future,” “propose,” “target,”
“goal,” “objective,” “outlook” and variations of these words or
similar expressions (or the negative versions of such words or
expressions). Such forward-looking statements are subject to
various risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. We
undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise. A further list and description of
these risks, uncertainties and other factors can be found in the
Company’s filings with the SEC, including the Company's
Prospectus/Offer to Exchange, filed with the SEC on August 15,
2022, and Amendment No. 1 to the Company’s Annual Report on Form
10-K/A for the year ended December 31, 2021, filed with the SEC on
July 7, 2022. These filings and subsequent filings are available
online at www.sec.gov or on request from the Company.
ContactsFor Perella Weinberg
Partners Investor Relations: investors@pwpartners.com For Perella
Weinberg Partners Media: media@pwpartners.com
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