Perella Weinberg Partners (“PWP”), a leading global independent advisory firm, and FinTech Acquisition Corp. IV, a special purpose acquisition company, have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company (the “Company”) will operate as Perella Weinberg Partners and will be listed on NASDAQ under the new symbol “PWP.” The transaction reflects an implied equity value for the Company of approximately $975 million.
Founded in 2006 by Joseph R. Perella, Peter Weinberg and Terry Meguid, PWP provides independent strategic and financial advice to a broad client base globally, including corporations, institutions, governments, sovereign wealth funds and private equity investors. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 560 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich and San Francisco. The PWP management team, led by Chairman, CEO and Co-Founder, Peter Weinberg, will continue to execute upon its growth strategy as a public company.
PWP CEO, Peter Weinberg, commented, “PWP has a proven track record of building an advisory firm centered on providing trusted, independent advice. We reached this milestone thanks to the trust and support of our clients over the years and the tireless efforts of all our employees who make PWP a truly unique place to work and a recognized leader in advisory services. As a publicly listed company, we will continue to invest in growing our advisory footprint and capabilities, to expand our client network and broaden our advisory service offerings.”
Betsy Cohen, Chairman of the Board of Directors of FinTech IV, said, “Over the past 15 years PWP has built a differentiated global brand in the independent advisory space. With the increasing complexity of today’s business environment, we believe demand for trusted independent advice is poised for years of significant growth. We believe PWP is well positioned to capitalize on this opportunity and has the expertise, the culture, the strategy, the brand and the alignment to realize continued growth into the future.”
Joseph Perella, Co-Founder and Chairman Emeritus of PWP, commented, “I have seen the role of the independent advisor evolve significantly over the past several decades. I am proud to see PWP take this historic step and enter the public markets, which we expect to strengthen our ability to grow our leading firm that clients turn to for trusted advice and thought leadership.”
Peter Weinberg, PWP CEO, added, “Betsy Cohen and the FinTech IV team have a long track record of supporting successful companies in the financial services sector with creative capital markets solutions. We are very pleased to partner with them to take this important step and believe they bring deep expertise and a broad network to facilitate our growth.”
PWP Highlights:
Expanding market for advisory services:
- Demand for advisory services is expanding as clients navigate a period of significant change and increased complexity
- Proven independent advisory model poised to continue to gain market share
Talented team of strategic advisors with a culture of collaboration
- Recognized for thought leadership across industries, geographies and products
- Highly collaborative culture that is fundamental to the firm’s success
- Track record of attracting, training and retaining top talent
Clear strategy to drive growth
- Significant opportunity to grow in existing, core markets
- Adjacencies and white space offer additional growth opportunities
Strong and recognized brand in the advisory marketplace globally
- Highly regarded brand with a reputation for highest level of trust, quality and integrity
- Expansive network that provides access to a broad range of clients globally
Full alignment with all shareholders
- Significant ownership by working partners and employees drives highly aligned incentives to drive shareholder returns through growth, margin expansion and disciplined return of capital
Transaction Summary
The transaction reflects an implied equity value for the Company of approximately $975 million at closing. The cash component of the consideration will be funded by FinTech IV’s $230 million cash in trust as well as a $125 million fully committed private placement in public equity at $10.00 per share from various strategic and institutional investors, including Fidelity Management & Research Company LLC, Wellington Management and Korea Investment & Securities, that will close concurrently with the business combination.
The net proceeds from the transaction (after addressing any potential redemptions by FinTech IV’s existing stockholders and transaction related expenses), will first go towards repayment of outstanding indebtedness. Up to approximately $110 million of net proceeds will be used to redeem a portion of ownership interests tendered for redemption by certain non-working PWP equity holders. Any remaining net proceeds will be used for general corporate purposes. At closing of the transaction, PWP expects to have a debt-free balance sheet with access to additional liquidity under an undrawn revolving credit facility.
Existing PWP equity holders, including current working partners and employees of the firm, will remain the largest investors by rolling over significant equity into the combined company, with working partners and employees retaining approximately 50% ownership immediately following the transaction (assuming no redemptions by FinTech IV’s existing stockholders).
Pursuant to the business combination agreement, FinTech IV will, subject to obtaining stockholder approval, adopt an amended and restated charter and bylaws and subscribe for and purchase for cash a portion of the equity of the existing PWP parent company, resulting in FinTech IV as the new parent company. Immediately following the closing, FinTech IV will change its name to Perella Weinberg Partners.
The business combination is expected to close in the first half of 2021, pending FinTech IV stockholder approval, regulatory approval and other customary closing conditions. Additional information about the business combination will be provided in a Current Report on Form 8-K to be filed by FinTech IV with the Securities and Exchange Commission (“SEC”) that will be available at www.sec.gov and will contain an investor presentation. In addition, FinTech IV intends to file a preliminary proxy statement on Schedule 14A with the SEC, and will file other documents regarding the transaction with the SEC.
Advisors
Perella Weinberg Partners LP is serving as exclusive capital markets and financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to PWP.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Financial Technology Partners are serving as financial advisors to FinTech IV. Keefe, Bruyette & Woods, a Stifel Company, is serving as buy side advisor to FinTech IV. Cantor Fitzgerald & Co., JMP Securities LLC and Wells Fargo Securities, LLC are acting as capital markets advisors to FinTech IV. Morgan Lewis & Bockius, LLP is acting as legal counsel to FinTech IV.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as private placement agents to FinTech IV. Davis Polk & Wardwell LLP is acting as legal counsel to the private placement agents.
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 private equity investors. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 560 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and San Francisco.
PWP Capital Management LP, which was previously the asset management business of PWP that was separated in 2019, will continue to operate as an independent privately-owned asset management firm and is not involved in the FinTech IV business combination.
FinTech Acquisition Corp. IV is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the financial technology industry. The company raised $230,000,000 in its initial public offering in September 2020 and is listed on the NASDAQ under the symbol “FTIV.”