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    FTIV   US31810N1046

FINH ACQU

(FTIV)
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FINTECH ACQUISITION IV : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K/A)

12/31/2020 | 05:11pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in the Previous Current Report, on December 29, 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.

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).



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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 disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Private Placement Subscription Agreements

As disclosed in the Previous Current Report, on December 29, 2020, concurrently with the execution of the Business Combination Agreement, the Company also entered into subscription agreements ("Subscription Agreements") with certain investors (collectively, the "PIPE Investors") pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 12,500,000 shares of the Company's Class A common stock for an aggregate purchase price equal to $125,000,000 (the "PIPE Investment"), a portion of which is expected to be funded by one or more affiliates of Sponsor. The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination.

The Subscription Agreements for the PIPE Investors (other than the Sponsor-related PIPE Investors, whose registration rights are governed by the Amended and Restated Registration Rights Agreement (as defined below) (the "Non-Sponsor PIPE Investors"), and other than the subscribing Perella executives) provide for certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 30 calendar days following the closing date of the Business Combination file with the SEC (at the Company's sole cost and expense) a registration statement registering the resale of such shares, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 50th calendar day after the filing thereof (or the 90th calendar day after the closing of the Business Combination if the SEC notifies the Company that it will "review" such registration statement) and (ii) the fifth business day after the date the Company is notified in writing by the SEC that such registration statement will not be "reviewed" or will not be subject to further review. Such registration statement is required to be kept effective for at least three years after effectiveness or, if earlier, until either (i) the shares thereunder have been sold by the Non-Sponsor PIPE Investors or (ii) the shares may be sold without restriction under Rule 144 promulgated under the Securities Act (as defined below).

The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the closing and, as a result thereof, the closing of the transactions contemplated by the Subscription Agreement fails to occur; and (d) the Outside Date (as defined in the Business Combination Agreement and as may be extended as described therein) if the closing of the Business Combination has not occurred on or before such date.



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The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Tax Receivable Agreement


As disclosed in the Previous Current Report, at Closing the Company will enter into a tax receivable agreement with PWP, Professionals and certain other partners party thereto (the "Tax Receivable Agreement," and such partners, "Partners"). The Tax Receivable Agreement will generally provide for the payment by the Company to Partners of 85% of the cash tax savings realized (or deemed realized) in periods after the Closing as a result of certain pre-existing tax assets and attributes of PWP and its subsidiaries. The Company expects to retain the benefit of the remaining 15% of these cash tax savings.

The foregoing description of the Tax Receivable Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Tax Receivable Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

As disclosed in the Previous Current Report, at Closing the Company will enter into the Amended and Restated Registration Rights Agreement (the "Amended and Restated Registration Rights Agreement"), with the Sponsor, Professionals, and the third party investor limited partners of PWP (other than Professionals) (each such limited partner, an "ILP") under the limited partnership agreement of PWP (collectively, with each other person who has executed and delivered a joinder thereto, the "RRA Parties"), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of the Company's Class A common stock and certain other equity securities of the Company that are held by the RRA Parties from time to time.

The Amended and Restated Registration Rights Agreement provides that the Company will as soon as practicable but no later than 30 business days following the closing date of the Business Combination, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") registering the resale of certain shares of the Company's Class A common stock and certain other equity securities of the Company held by the RRA Parties and will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the actual filing date (or the 80th calendar day following the actual filing date if the SEC notifies the Company that it will "review" such registration statement) and (ii) the fifth business day after the date the Company is notified in writing by the SEC that such registration statement will not be "reviewed" or will not be subject to further review.Each of the Sponsor, Professionals, the ILPs and their respective transferees will be entitled to certain demand registration rights in connection with an underwritten shelf . . .

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                                 Description

2.1*            Business Combination Agreement, dated as of December  29, 2020, by and
              among FinTech Acquisition Corp. IV, FinTech Investor Holdings IV, LLC,
              FinTech Masala Advisors, LLC, PWP Holdings LP, PWP GP LLC, PWP
              Professional Partners LP and Perella Weinberg Partners LLC.

10.1            Form of Subscription Agreement.

10.2            Form of Tax Receivable Agreement (contained in Exhibit G to Exhibit
              2.1).

10.3            Form of Amended and Restated Registration Rights Agreement (contained
              in Exhibit E to Exhibit 2.1).

10.4            Form of Stockholders Agreement (contained in Exhibit F to Exhibit
              2.1).

10.5            Sponsor Share Surrender and Share Restriction Agreement (contained in
              Exhibit H to Exhibit 2.1).



* Certain schedules to this Exhibit have been omitted in accordance with Item

601(a)(5) of Regulation S-K. The Company hereby agrees to hereby furnish

supplementally a copy of all omitted schedules to the SEC upon request.

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© Edgar Online, source Glimpses

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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 -
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