Perella Weinberg Partners Files 8-K with Material Agreements

TL;DR

PWP filed an 8-K on 2/27/24 detailing material agreements and equity sales.

AI Summary

On February 27, 2024, Perella Weinberg Partners entered into a material definitive agreement related to its business operations. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits as part of this report. This filing follows Perella Weinberg Partners' previous name change from FinTech Acquisition Corp. IV on May 24, 2019.

Why It Matters

This 8-K filing indicates significant corporate activity and potential changes for Perella Weinberg Partners, requiring investor attention.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can signal significant business changes or financial maneuvers that warrant closer examination.

Key Numbers

• 001-39558 — Commission File Number (Identifies the specific SEC filing for Perella Weinberg Partners.)

Key Players & Entities

• Perella Weinberg Partners (company) — Registrant
• FinTech Acquisition Corp. IV (company) — Former name of Registrant
• February 27, 2024 (date) — Date of Report
• 001-39558 (other) — Commission File Number
• 767 Fifth Avenue New York, NY 10153 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 per share PWP Nasdaq Global Select Mar
• $12.00 — were sold at a public offering price of $12.00 per share, less underwriting discounts

Filing Documents

• pwp-20240227.htm (8-K) — 32KB
• exhibit11-closing8xk.htm (EX-1.1) — 185KB
• exhibit51-closing8xk.htm (EX-5.1) — 27KB
• 0001628280-24-008254.txt ( ) — 422KB
• pwp-20240227.xsd (EX-101.SCH) — 2KB
• pwp-20240227_lab.xml (EX-101.LAB) — 24KB
• pwp-20240227_pre.xml (EX-101.PRE) — 13KB
• pwp-20240227_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 27, 2024 , Perella Weinberg Partners (the "Company") and PWP Holdings LP ("PWP OpCo"), the Company's operating partnership, entered into an underwriting agreement (the "Underwriting Agreement") with Citizens JMP Securities, LLC, as underwriter (the "Underwriter"), relating to the issuance and sale pursuant to an underwritten public offering (the "Offering") of an aggregate of 5,000,000 shares (the "Firm Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), and up to an additional 750,000 shares (the "Option Shares" and, together with the Firm Shares, the "Shares") of Class A common stock at the Underwriter's option, which the Underwriter exercised in full on February 28, 2024. The Shares were sold at a public offering price of $12.00 per share, less underwriting discounts and commissions. Closing for the sale of the Shares occurred on March 1, 2024. The Offering was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-266051) (the "Registration Statement"), filed with the Securities and Exchange Commission ("SEC") on July 7, 2022 and declared effective by the SEC on July 19, 2022, a prospectus included in the Registration Statement and a prospectus supplement, dated February 27, 2024. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement. The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in it

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On March 1, 2024, the Company issued 794,146 shares of its Class A common stock in exchange for 793,354 Class A partnership units of PWP OpCo and 793,354 shares of Class B common stock of the Company that were held by certain limited partners of PWP OpCo pursuant to the Amended and Restated Limited Partnership Agreement of PWP OpCo (as amended, the "PWP OpCo LPA"). Pursuant to the terms of the PWP OpCo LPA, and subject to the exchange procedures and restrictions set forth therein and any other procedures or restrictions imposed by the Company, holders of Class A partnership units of PWP OpCo (other than the Company) may exchange these units for (i) shares of Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or (ii) cash from an offering of shares of Class A common stock of the Company (based on the net proceeds received by the Company for such shares in such offering) with the form of consideration determined by the Company. Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock of the Company, a number of shares of Class B common stock held by such unitholder equal to the number of Class A partnership units of PWP OpCo exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash, which will be delivered to the exchanging holder (at the Company's option) at a conversion rate of 1:1000 (or 0.001). The shares of Class A common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated February 27, 2024, by and among Perella Weinberg Partners, PWP Holdings LP and Citizens JMP Securities, LLC. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERELLA WEINBERG PARTNERS (Registrant) Date: March 1, 2024 By: /s/ Alexandra Gottschalk Name: Alexandra Gottschalk Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR