Perella Weinberg Partners LP (PWP) entered into a letter of intent to acquire Fintech Acquisition Corp. IV (NasdaqCM:FTIV) in a reverse merger transaction on November 20, 2020. Perella Weinberg Partners LP (PWP) entered into a definitive agreement to acquire Fintech Acquisition Corp. IV on December 29, 2020. The transaction reflects an implied equity value for Fintech Acquisition (FinTech IV) of approximately $975 million. The cash component of the consideration will be funded by FinTech IV's $230 million cash in trust as well as a $125 million fully committed private placement in public equity at $10.00 per share from various strategic and institutional investors, including Fidelity Management & Research Company LLC, Wellington Management and Korea Investment & Securities, that will close concurrently with the business combination. Post completion, Perella Weinberg Partners will own $500.6 million worth of stake in FinTech IV. Existing Perella Weinberg Partners equity holders, including current working partners and employees of the firm, will remain the largest investors by rolling over significant equity into the combined company with equity holders and employees retaining approximately 70% ownership prior to redemption. FinTech IV will acquire newly-issued common units of Perella Weinberg Partners in exchange for cash in an amount equal to the outstanding excess cash balances, with the number of such interests to be issued to be calculated based on the formula set forth. Professionals will contribute the equity interests of Perella Weinberg Partners to FinTech IV. FinTech IV will issue (A) to Professionals, new shares of Class B-1 common stock, which will have 10 votes per share and (B) to investor limited partners of Perella Weinberg Partners, 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 Perella Weinberg Partners that will be held by Professionals and such investor limited partners, respectively, following the closing and FinTech IV will repay certain indebtedness and pay certain expenses of of Perella Weinberg Partners, retain up to $10 million of cash on its balance sheet, and subject to the availability of transaction proceeds, FinTech IV will first redeem certain limited partnership interests held by certain electing third party investor limited partners of Perella Weinberg Partners and second redeem certain electing non-working limited partners of Professionals (collectively with the other transactions contemplated by the business combination agreement. Upon closing of the transaction, the combined company will operate as Perella Weinberg Partners and will be listed on NASDAQ under the new symbol PWP."
The PWP management team, led by Chairman, Chief Executive Officer and Co-Founder, Peter Weinberg, will continue to execute upon its growth strategy as a public company. The transaction is subject to obtaining stockholder approval of FinTech IV, adopt an amended and restated charter and bylaws and subscribe for and purchase for cash a portion of the equity of the existing Perella Weinberg Partners parent company, resulting in FinTech IV as the new parent company, FinTech IV's cash equal or exceeding $200 million, FinTech IV's having at least $5 million of net tangible assets following the exercise by FinTech IV's public stockholders of the redemption rights and the private placement for 12.5 million shares for an aggregate price of $125 million by FinTech IV be consummated and other customary closing conditions. The deal is also conditional upon the Convertible Notes being repaid or converted into equity of Perella Weinberg Partners, in full, in connection with the closing. The Board of Directors of Fintech Acquisition Corp. IV has unanimously approved the deal and recommended that stockholders approve the transaction. PWP board approved the deal. As of June 1, 2021, All required approvals from PWP stakeholders have been obtained. As of June 22, 2021, the stockholders of FinTech Acquisition Corp. IV approved the transaction. Also, all regulatory approvals related to the proposed business combination have been received. The business combination is expected to close in the first half of 2021. As of May 17, 2021, the transaction is expected to close in the second quarter of 2021. As of June 22, 2021, the transaction is expected to close on June 24, 2021.
The net proceeds from the transaction will first go towards repayment of outstanding indebtedness. Up to approximately $110 million of net proceeds will be used to redeem a portion of ownership interests tendered for redemption by certain non-working Perella Weinberg Partners equity holders. Any remaining net proceeds will be used for general corporate purposes. At closing of the transaction, PWP expects to have a debt-free balance sheet with access to additional liquidity under an undrawn revolving credit facility. Perella Weinberg Partners LP acted as exclusive capital markets and financial advisor and Joseph A. Coco, Blair T. Thetford, Joseph Penko, Steven Messina, Heather Cruz, David Polster and Michael J. Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsels to Perella Weinberg Partners. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Financial Technology Partners LP acted as financial advisors to FinTech IV. Peter Wirth, Jonathan Hemmert, Jonathan Weitz, Irene Xiang, Britton Pyne and Jonathan Granowitz of Keefe, Bruyette & Woods, acted as the financial advisors for FinTech IV. Cantor Fitzgerald & Co., JMP Securities LLC and Wells Fargo Securities, LLC are acting as capital markets advisors to FinTech IV. Kevin S. Shmelzer, Sean Donahue, Jeffrey Letalien and Todd A. Hentges of Morgan Lewis & Bockius, LLP is acting as legal counsel to FinTech IV. Morrow & Co., LLC acted as information agent and Continental Stock Transfer & Trust Company acted as transfer agent for FinTech IV. Morrow & Co., LLC will receive a fee of $0.03 million.
Perella Weinberg Partners LP (PWP) completed the acquisition of Fintech Acquisition Corp. IV (NasdaqCM:FTIV) in a reverse merger transaction on June 24, 2021. PWPs Class A common shares and warrants will begin trading on NASDAQ under the ticker symbols PWP and PWPPW, respectively, starting, June 25, 2021.