FINH ACQU Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in the Previous Current Report, on
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
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
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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
The Subscription Agreements for the
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, dated as ofDecember 29, 2020 , by and amongFinTech Acquisition Corp. IV ,FinTech Investor Holdings IV, LLC ,FinTech Masala Advisors, LLC ,PWP Holdings LP ,PWP GP LLC ,PWP Professional Partners LP andPerella 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.
supplementally a copy of all omitted schedules to the
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