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.
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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.
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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.
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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.
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