Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. United States
  4. Nasdaq
  5. FINH ACQU
  6. News
  7. Summary
    FTIV   US31810N1046

FINH ACQU

(FTIV)
SummaryQuotesChartsNewsRatingsCompanyFinancials 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

FINTECH ACQUISITION CORP. IV : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

12/30/2020 | 08:44am EDT

Item 1.01 Entry into a Material Definitive Agreement.

On December 30, 2020, FinTech Acquisition Corp. IV, a Delaware corporation (the "Company"), announced that it entered into a Business Combination Agreement (the "Business Combination Agreement"), dated as of December 29, 2020, by and among the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability company, Fintech Masala Advisors, LLC, a Delaware limited liability company (together with FinTech Investor Holdings IV, LLC, the "Sponsor"), PWP Holdings LP, a Delaware limited partnership ("PWP"), PWP GP LLC, a Delaware limited liability company and the general partner of PWP ("PWP GP"), PWP Professional Partners LP, a Delaware limited partnership and a limited partner of PWP ("Professionals"), and Perella Weinberg Partners LLC, a Delaware limited liability company and the general partner of Professionals ("Professionals GP") pursuant to which, among other things, the Company will acquire interests in PWP, which will become jointly-owned by the Company, Professionals, and certain existing partners of PWP and following the Closing (as defined below) will serve as the Company's operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure.

Business Combination Agreement

Pursuant to the Business Combination Agreement, subject to certain conditions set forth therein, in connection with the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"):

(i) the Company will acquire newly-issued common units of PWP in exchange for

     cash in an amount equal to the outstanding excess cash balances of the
     Company (including the proceeds from the PIPE Investment (as defined below))
     as of Closing net of redemptions elected by the Company's public stockholders
     pursuant to their redemption rights described below (such aggregate
     outstanding cash balances, "Company Cash"), with the number of such interests
     to be issued to be calculated based on the formula set forth on Schedule C to
     the Business Combination Agreement;



(ii) Professionals will contribute the equity interests of PWP GP, the general

      partner of PWP, to the Company;



(iii) the Company will issue (A) to Professionals, new shares of Class B-1 common

       stock, which will have 10 votes per share (for so long as Professionals or
       its limited partners as of the Closing maintain ownership of at least 10%
       of the issued and outstanding Class A common units of PWP, otherwise such
       Class B-1 common stock shall have one vote per share) and (B) to investor
       limited partners of PWP, new shares of Class B-2 common stock, which will
       have one vote per share, with the number of shares of such common stock to
       be issued to equal the number of common units of PWP that will be held by
       Professionals and such investor limited partners, respectively, following
       the Closing; and



(iv) the Company will repay certain indebtedness of PWP, pay certain expenses,

      retain up to $10 million of cash on its balance sheet, and subject to the
      availability of transaction proceeds, the Company will first redeem certain
      limited partnership interests held by certain electing third party investor
      limited partners of PWP and second redeem certain electing non-working
      limited partners of Professionals (collectively with the other transactions
      contemplated by the Business Combination Agreement, the "Business
      Combination").



The Closing is subject to the satisfaction of customary conditions precedent, including, among others, that: (a) Company Cash equal or exceed $200,000,000; (b) the Business Combination be approved by the Company's stockholders; (c) there will have been no Company Material Adverse Effect, Professionals Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; (d) the parties will have received certain required regulatory approvals; (e) the Company will have at least $5,000,001 of net tangible assets following the exercise by the Company's public stockholders of the redemption rights described below; and (f) the PIPE Investment be consummated. Each of the parties to the Business Combination Agreement has made representations, warranties and covenants therein that are customary for transactions of this nature. The representations and warranties will not survive the Closing.



                                       1




The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written agreement of the Company and Professionals GP and in certain other limited circumstances, including, but not limited to: (i) if the Business Combination has not been consummated by June 30, 2021 (as such date may be extended pursuant to the Business Combination Agreement) and the delay in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (ii) if a governmental entity of competent jurisdiction has issued an order or taken any other action which would prevent the consummation of the Business Combination, (iii) if the Business Combination and other related proposals are not approved by the Company's stockholders at the duly convened meeting of the Company's stockholders and (iv) if the Company is incapable of having at least an aggregate of $200,000,000 in cash from the Company's trust account after giving effect to the PIPE Investment (and after giving effect to the exercise by the Company's public stockholders of the redemption rights described below).

Pursuant to the Company's amended and restated certificate of incorporation and in accordance with the terms of the Business Combination Agreement, the Company will be providing its public stockholders with the opportunity to redeem, upon the Closing, their respective shares of the Company's Class A common stock for cash equal to the applicable pro rata share of the aggregate amount on deposit, as of two business days prior to the consummation of the Business Combination, in the Company's trust account (which holds the proceeds of the Company's initial public offering and concurrent sale of private placement units, less taxes payable).

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement were made only as of the date of the Business Combination Agreement or, with respect to certain representations, in the event the Closing occurs, as of the date of the Closing, or such other date as is specified in the Business Combination Agreement and are also modified in part by the underlying . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. The shares of Class A common stock, Class B-1 common stock and Class B-2 common stock to be issued in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and the PIPE Investment, will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.



                                       5




On December 30, 2020, the Company and Perella Weinberg Partners, a leading global independent advisory firm ("Perella Weinberg Partners") issued a joint press release announcing the execution of the Business Combination Agreement and the transactions contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The Company and Perella Weinberg Partners held a joint investor conference call to discuss the Business Combination and the related transactions. A copy of the transcript of the investor call is furnished as Exhibit 99.2 to this Current Report. A copy of an investor presentation for use by the Company with certain of its stockholders and other persons with respect to the Business Combination is furnished as Exhibit 99.3 to this Current Report. On December 30, 2020, Perella Weinberg Partners distributed a letter to its clients providing information about the transactions contemplated by the Business Combination Agreement. A copy of the form of client letter is furnished as Exhibit 99.4 to this Current Report.



Forward-Looking Statements


This Current Report contains "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the potential transaction, the satisfaction of closing conditions to the potential transaction and the private placement, the level of redemptions by the Company's public stockholders, the timing of the completion of the potential transaction, the anticipated pro forma enterprise value and Adjusted Net Income of the combined company following the potential transaction, anticipated ownership percentages of the combined company's stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential transaction. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as "pro forma," "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company's management.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's and Perella Weinberg Partners' control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Company's ability to complete the potential transaction or, if the Company does not complete the potential transaction, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the potential transaction, including with respect to the approval of the stockholders of the Company; (3) the ability to maintain the listing of the combined company's securities on Nasdaq; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of the Company or Perella Weinberg Partners as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that the Company and Perella Weinberg Partners may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Perella Weinberg Partners or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of the Company to be filed with the Securities and Exchange Commission ("SEC"), including those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by the Company.

Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Neither the Company nor Perella Weinberg Partners undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this Current Report. Additional risks and uncertainties are identified and discussed in the Company's reports filed with the SEC and available at the SEC's website at http://www.sec.gov.



                                       6




Additional Information about the Transaction and Where to Find It

The Company intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the Business Combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with the Company's solicitation of proxies for such special meeting, as these materials will contain important information about the Company, Perella Weinberg Partners and the Business Combination. The definitive proxy statement will be mailed to the stockholders of the Company as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the special meeting. The Company's stockholders will also be able to obtain copies of the proxy statement, as well as other filings containing information about the Company, without charge, once available, at the SEC's website at http://www.sec.gov, or by directing a request to: aabrams@cohenandcompany.com.

Participants in the Solicitation

The Company, PWP and certain of their respective directors and officers, as applicable, may be deemed participants in the solicitation of proxies of the Company's stockholders in connection with the Business Combination. The Company's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company's 424B4 prospectus, which was filed with the SEC on September 25, 2020.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company's stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting, including certain of PWP's officers, will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the Company intends to file with the SEC. This Form 8-K does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

99.1            Joint Press Release, dated as of December 30, 2020.

99.2            Investor Call Transcript, dated as of December 30, 2020.

99.3            Investor Presentation of the Company, dated as of December 30, 2020.

99.4            Form of Client Letter, dated as of December 30, 2020.




                                       7

© Edgar Online, source Glimpses

All news about FINH ACQU
06/30FINTECH ACQUISITION IV : PERELLA WEINBERG PARTNERS COMPLETES BUSINESS COMBINATIO..
PU
06/24PERELLA WEINBERG PARTNERS : Completes Business Combination With FinTech Acquisit..
BU
06/24FINTECH ACQUISITION CORP. IV(NASDAQC : FTIV) dropped from NASDAQ Composite Index
CI
06/24Perella Weinberg Partners LP completed the acquisition of Fintech Acquisition..
CI
06/23FINTECH ACQUISITION IV : ANNOUNCES STOCKHOLDERS APPROVE BUSINESS COMBINATION WIT..
PU
06/23FINTECH ACQUISITION CORP. IV : Submission of Matters to a Vote of Security Holde..
AQ
06/22FINTECH ACQUISITION IV : Announces Stockholders Approve Business Combination Wit..
BU
06/11FINTECH ACQUISITION CORP. IV : Other Events (form 8-K)
AQ
06/01FINTECH ACQUISITION IV : Announces Special Meeting Date for Proposed Business Co..
BU
05/29SHAREHOLDER ALERT : Monteverde & Associates PC Announces an Investigation of Fin..
PR
More news
Analyst Recommendations on FINH ACQU
More recommendations
Financials (USD)
Sales 2020 - - -
Net income 2020 -5,10 M - -
Net cash 2020 1,16 M - -
P/E ratio 2020 -67,0x
Yield 2020 -
Capitalization 418 M 418 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
Chart FINH ACQU
Duration : Period :
FINH ACQU Technical Analysis Chart | MarketScreener
Full-screen chart
Income Statement Evolution
Sector and Competitors
1st jan.Capi. (M$)
FINH ACQU0.00%409
INVESTOR AB (PUBL)33.05%69 913
CK HUTCHISON HOLDINGS LIMITED-5.73%25 894
HAL TRUST32.13%15 487
AB INDUSTRIVÄRDEN (PUBL)7.73%14 531
LIFCO AB (PUBL)62.86%13 413