Perella Weinberg Partners Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
23 August 2022 - 10:35PM
Perella Weinberg Partners (the “Company” or “PWP”) (NASDAQ: PWP), a
leading global independent advisory firm, today announced the
completion of its previously announced exchange offer (the “Offer”)
and consent solicitation (the “Consent Solicitation”) relating to
its outstanding 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” and,
together with the Public Warrants, the “Warrants”), each whole
Warrant exercisable for one share of Class A common stock, $0.0001
par value per share (“Class A Common Stock”), of the Company, at an
exercise price of $11.50 per share. Holders of the Warrants that
were validly tendered and not validly withdrawn prior to the
expiration of the Offer and Consent Solicitation received 0.20
shares of Class A Common Stock in exchange for each Warrant
tendered by the holder and exchanged pursuant to the Offer. The
Company issued 1,493,688 shares of Class A Common Stock in exchange
for the Warrants tendered in the Offer. The Company also entered
into the related amendment to the warrant agreement governing the
Warrants (the “Warrant Amendment”).
The Company also announced that it will exercise
its right, in accordance with the terms of the Warrant Amendment,
to exchange all remaining untendered Warrants (including Private
Placement Warrants) at an exchange ratio of 0.18 shares of Class A
Common Stock for each Warrant. The Company has fixed the date for
such exchange as September 7, 2022. Following such exchange,
no Public Warrants or Private Placement Warrants will remain
outstanding.
Citigroup Global Markets Inc. was the Dealer
Manager for the Offer and Consent Solicitation. D.F. King &
Co., Inc. served as the Information Agent for the Offer and Consent
Solicitation, and American Stock Transfer & Trust Company, LLC
served as the Exchange Agent.
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.
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 was filed with the SEC and was
declared effective on August 15, 2022. The Offer and Consent
Solicitation were made only pursuant to the terms and conditions of
the Prospectus/Offer to Exchange and related letter of transmittal
and consent.
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 exercise of the Company’s right
to exchange the remaining untendered Warrants. 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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