Item 8.01. Other Events.
As disclosed in a Current Report on Form 8-K of FinTech Acquisition Corp. IV, a
Delaware corporation (the "Company" or "FTIV"), filed with the Securities and
Exchange Commission (the "SEC") on December 30, 2020, as amended by an Amendment
to Current Report on Form 8-K/A of the Company filed with the SEC on
December 31, 2020 (together, the "Previous Current Report"), on December 29,
2020, 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, PWP Holdings LP, a Delaware limited partnership ("PWP"), PWP GP LLC, a
Delaware limited liability company and the general partner of PWP, 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, 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 of the transactions contemplated by the Business
Combination Agreement ("the Closing") will serve as the Company's operating
partnership as part of an umbrella limited partnership C-corporation (Up-C)
structure (collectively with the other transactions contemplated by the Business
Combination Agreement, the "Business Combination"). In connection with the
Business Combination Agreement, the Company filed with the Securities and
Exchange Commission (the "SEC") a definitive proxy statement, dated May 27, 2021
(the "Proxy Statement"), and commenced mailing the Proxy Statement to
stockholders of the Company on or about May 27, 2021.
As of the date of this Current Report on Form 8-K, the Company is aware of two
lawsuits that have been filed by purported stockholders of the Company against
the Company and its directors and certain of its officers, challenging the
transactions contemplated by the Business Combination Agreement. On February 17,
2021, a purported stockholder of the Company filed a lawsuit against the Company
and its directors and officers in the Supreme Court of the State of New York,
New York County, captioned Garrett Truesdale v. FinTech Acquisition Corp. IV,
et. al, Case No. 651107/2021. The complaint alleges that, among other things,
the defendants breached their fiduciary duty and the Company aided and abetted
the defendants' breaches of fiduciary duty. On March 2, 2021, a purported
stockholder of the Company filed a putative class action lawsuit against, among
others, the Company and its directors and an officer in the Court of Chancery in
the State of Delaware, captioned John Pels v. FinTech Acquisition Corp. IV, et
al., Case No. 2021-0184. The Pels complaint alleges, among other things, that
the preliminary proxy statement that the Company filed with the SEC, dated
February 5, 2021, lacks certain information necessary to not mislead
stockholders. These complaints seek, among other things, (i) injunctive relief
preventing the consummation of the proposed transaction, (ii) rescissory damages
or rescission in the event the proposed transaction is consummated and
(iii) plaintiffs' attorneys' and experts' fees, and costs.
The two lawsuits are collectively referred to as the "Business Combination
Litigation."
The Company believes that the claims asserted in the Business Combination
Litigation are without merit and that no supplemental disclosure is required
under applicable laws. However, in order to reduce the risk of the Business
Combination Litigation delaying or adversely affecting the Business Combination
and to minimize the costs, risks and uncertainties inherent in litigation, and
without admitting any liability or wrongdoing, the Company has determined to
voluntarily supplement the Proxy Statement by providing the additional
information presented below in this Current Report on Form 8-K. Nothing in this
Current Report on Form 8-K shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the disclosures set forth herein.
To the contrary, the Company specifically denies all allegations in the Business
Combination Litigation that any additional disclosure was or is required.
This Current Report on Form 8-K will not affect the Business Combination
consideration to be received in connection with the Business Combination, or the
timing of the special meeting of the Company's stockholders which will be held
virtually on June 22, 2021, at 9:00 a.m., Eastern Time, or at such other time,
on such other date and at such other place to which the meeting may be adjourned
or postponed. The Company's board of directors continues to unanimously
recommend that the Company's stockholders vote "FOR" adoption of the Business
Combination Agreement and approval of the Business Combination, and "FOR" all
other proposals presented to the Company's stockholders in the Proxy Statement.
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Supplemental Disclosures to Proxy Statement in
Connection with the Business Combination Litigation
The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the Proxy Statement
and should be read in conjunction with the disclosures contained in the Proxy
Statement, which in turn should be read in its entirety. To the extent that
information set forth in the supplemental disclosures differs from or updates
information contained in the Proxy Statement, the information in this Current
Report on Form 8-K shall supersede or supplement the applicable information
contained in the Proxy Statement. All page references are to the Proxy
Statement, and capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Proxy Statement.
1. The disclosure in the final paragraph on page 157 of the Proxy Statement is
hereby amended and restated as follows (with the new text underlined):
Immediately following the Company's IPO, the Company's management team commenced
its search for a potential business combination, and in connection therewith,
retained certain professional advisors to provide assistance in operations
matters, including in the areas of due diligence and transaction execution. From
the date of the Company's IPO through the signing of the Business Combination
Agreement with PWP, Betsy Z. Cohen, the Chairman of the Company's board of
directors, Daniel G. Cohen, the Company's Chief Executive Officer, James J.
McEntee, III, the Company's President, and Amanda Abrams, Shami Patel, Jeffrey
Blomstrom, and Dan Long, advisors to the Company, reviewed target companies
identified by representatives of the Company and the Company's financial
advisors. Representatives of the Company also contacted, and were contacted by,
a number of individuals and entities with respect to business combination
opportunities. As part of this process, representatives of the Company
considered and evaluated over 54 potential acquisition targets, primarily in the
financial technology or financial services sectors, signed eight non-disclosure
agreements, which contained customary terms regarding protections of
confidentiality but did not impose conditions of exclusivity or other similarly
restrictive provisions, and evaluated illustrative transaction structures to
effect a potential business combination with five of these potential acquisition
targets. In connection with such evaluation, representatives of the Company had
discussions regarding potential transaction structures with the members of
management and/or the boards of directors of certain of these potential
acquisition targets. From the date of the IPO through November 20, 2020,
representatives of the Company submitted non-binding letters of intent to two
acquisition targets (other than PWP). The Company did not further pursue a
potential transaction with one of these targets because the Company and the
target in question could not come to an agreement on various terms, including
valuation. The Company signed a letter of intent to pursue a transaction with
the second target, a company that provides data capture and analytics for the
retail sector, which we refer to as Target A.
2. The disclosure in the last sentence of the third paragraph on page 158 of the
Proxy Statement is hereby amended and restated as follows (with the new text
underlined):
On October 6, 2020, Mr. Cohen, Ms. Cohen and Ms. Abrams discussed with
representatives of PWP a proposal for a potential transaction that would value
PWP on a cash-free, debt-free basis, assuming normalized working capital
consistent with historical amounts, in an amount to be negotiated premised upon
PWP's 2021 and 2022 projected net income and projected EBITDA.
3. The disclosure in the final paragraph on page 159 of the Proxy Statement is
hereby amended and restated as follows (with the new text underlined):
During the month of December, the Company engaged Keefe, Bruyette & Woods, Inc.
as a nonexclusive buy-side transaction advisor, and JMP Securities LLC as a
nonexclusive capital markets advisor, to the Company. As a transaction advisor,
the compensation of Keefe, Bruyette & Woods, Inc. is contingent upon the
consummation of the business combination with PWP. As a capital markets advisor,
the compensation of JMP Securities LLC is contingent upon the closing of the
PIPE Investment. Neither Keefe, Bruyette & Woods, Inc. nor JMP Securities LLC
have previously provided transaction or capital markets services to the Company,
Sponsor or PWP. As is further described under "Reasons for the Approval of the
Business Combination," below, neither Keefe, Bruyette & Woods, Inc. nor JMP
Securities LLC was asked to provide, nor provided, an opinion to the board of
directors of the Company regarding the fairness of the business combination with
PWP to the stockholders of the Company.
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4. The disclosure in the second full paragraph on page 163 of the Proxy
Statement is hereby amended and restated as follows (with the new text
underlined and the stricken text removed):
In addition, before determining that the Business Combination was in the best
interests of the Company and our stockholders, our board of directors reviewed
various industry and financial data, including, but not limited to, PWP's
existing business model, PWP's historical and projected financials, and various
customary valuation analyses such as comparable companies and precedent
transactions, and reviewed the results of management's due diligence review of
PWP which took place over a nine week period beginning on September 29, 2020 and
continuing through the signing of the Business Combination Agreement on
December 29, 2020, including extensive meetings and calls with PWP's management
team regarding operations and projections, review of PWP's material contracts,
intellectual property matters, labor matters, financing and accounting due
diligence, tax due diligence, and other legal due diligence with assistance from
our legal counsel.
5. The disclosure in the section of the Proxy Statement titled "PWP's Related
Party Transactions" beginning on page 300 of the Proxy Statement is hereby
amended by adding the following subsection beginning on page 301 under the
subsection titled "Convertible Notes" (with the new text underlined):
Other Business Relationships
As is noted in the "Management" section and elsewhere in this proxy statement,
certain of the Company's officers and directors, including Ms. Cohen and Mssrs.
Cohen, McEntee and Listman, are also directors or officers of other special
purpose acquisition companies, and Mssrs. Cohen and Listman are also officers of
Cohen & Company Inc. (NYSE: COHN). Cohen & Company Inc. conducts asset
management, capital markets and principal investing businesses directly and
through a variety of subsidiaries and affiliates. As is noted in the
"Information about PWP" section and elsewhere in this proxy statement, PWP
provides strategic and financial advice to clients around the world. From time
to time, Cohen & Company Inc. and/or its affiliated entities or related persons
may provide services or advice to, or make or direct investments in assets of,
entities affiliated with PWP or to whom PWP provides services. Likewise, from
time to time, PWP may provide strategic and financial advice to Cohen & Company
Inc., FinTech Masala, LLC and/or their respective affiliated entities. For
example, an affiliate of Cohen & Company Inc. has in the ordinary course of its
businesses made a minority, non-controlling direct or indirect investment in the
"sponsor" entity of PWP Forward Acquisition Corp. I, in which PWP and certain of
its partners and other employees are also direct or indirect investors. In
addition, FTAC Hera Acquisition Corp. and FTAC Parnassus Acquisition Corp.,
which are special purpose acquisition companies sponsored by FinTech Masala,
LLC, the parent company of the sponsor of the Company, have, subsequent to the
date of announcement of the proposed business combination between the Company
and PWP, engaged PWP to provide capital markets advisory services with respect
to their respective initial public offerings and potential business combination
transactions. It is likely that affiliates or related persons of Cohen & Company
Inc. and/or FinTech Masala, LLC will in the future engage in ordinary course
business relationships and activities with PWP, its affiliates and/or related
persons.
Forward-Looking Statements
Certain statements made in this communication are "forward-looking statements"
within the meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Statements regarding the potential
combination and expectations regarding the combined business are forward-looking
statements. In addition, words such as "estimates," "projects," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "would," "should," "future," "propose," "target," "goal," "objective,"
"outlook" and variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are
outside the control of the parties, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements.
Factors that may cause such differences include, among others, the following:
(1) the inability of the parties to complete the potential Business Combination
or to complete the contemplated transactions; (2) satisfaction or waiver (if
applicable) of the conditions to the potential Business Combination, including
with respect to the approval of the stockholders of FTIV; (3) the ability to
maintain the listing of the combined company's securities on NASDAQ; (4) the
inability to complete the private
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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 transactions described herein; (6) the
ability to recognize the anticipated benefits of the proposed Business
Combination, 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 Business Combination; (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; (12) changes in general
economic conditions, including as a result of the COVID-19 pandemic; and
(13) other risks and uncertainties indicated from time to time in the Proxy
Statement, including those under "Risk Factors" therein, and other documents
filed or to be filed with the SEC by FTIV. Forward-looking statements speak only
as of the date they are made, and Perella Weinberg Partners and FTIV do not
undertake any obligation, and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports, which FTIV has
filed or will file from time to time with the SEC.
Additional Information about the Transaction and Where to Find It
FTIV has filed with the SEC a definitive proxy statement in connection with the
Business Combination. The definitive proxy statement contains 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. FTIV's
stockholders and other interested persons are advised to read the definitive
proxy statement in connection with FTIV's solicitation of proxies for such
special meeting, as these materials contain important information about FTIV,
PWP and the Business Combination. The definitive proxy statement was mailed to
the stockholders of FTIV as of May 14, 2021, the record date for voting on the
Business Combination and the other matters to be voted upon at the special
meeting. FTIV's stockholders will also be able to obtain copies of the
definitive proxy statement, as well as other filings containing information
about FTIV, without charge, at the SEC's website at http://www.sec.gov, or by
directing a request to: info@ftspac.com.
Participants in the Solicitation
FTIV, PWP and certain of their respective directors and officers, as applicable,
may be deemed participants in the solicitation of proxies of FTIV's stockholders
in connection with the Business Combination. FTIV's stockholders and other
interested persons may obtain, without charge, more detailed information
regarding the directors and officers of FTIV in FTIV's annual report on Form
10-K for the year ended December 31, 2020, which was filed with the SEC on
March 15, 2021 and amended on May 4, 2021.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of FTIV'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, is set forth in the definitive
proxy statement for the Business Combination that FTIV filed with the SEC on
May 27, 2021. Additional information regarding the interests of participants in
the solicitation of proxies in connection with the Business Combination is
included in the definitive proxy statement that FTIV filed with the SEC on
May 27, 2021. This communication does not constitute a solicitation of a proxy,
an offer to purchase or a solicitation of an offer to sell any securities.
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