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United States securities and exchange commission logo
March 4, 2021
Daniel G. Cohen
Chief Executive Officer
FinTech Acquisition Corp. IV
2929 Arch Street
Suite 1703
Philadelphia, PA 19104-2870
Re: FinTech Acquisition
Corp. IV
Preliminary Proxy
Statement on Schedule 14A
Filed February 4,
2021
File No. 001-39558
Dear Mr. Cohen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement filed February 4, 2021
Risk Factors, page 57
1. Please include a
separate risk factor that specifically addresses the risk to investors related
to PWP's recent history
of operating losses. Also please expand your disclosure in the
"Information About PWP"
and "Summary" sections that explains why you believe that
having recent periods
of operating losses demonstrates robust financial performance.
Our revenue in any given period is dependent on the number of fee-paying
clients..., page 64
2. Please revise this
section to identify any individual clients, if any, that account for ten
percent or greater of
your revenues.
Daniel G. Cohen
FirstName LastNameDaniel G. Cohen
FinTech Acquisition Corp. IV
Comapany
March NameFinTech Acquisition Corp. IV
4, 2021
March2 4, 2021 Page 2
Page
FirstName LastName
Our business is subject to various cybersecurity and other operational risks,
page 73
3. Please indicate whether you have experienced any cybersecurity related
disruptions in the
most recent fiscal period that resulted in any increased risks or
significant losses.
Our revenue in any given period is dependent on the number of fee-paying
clients..., page 77
4. Please quantify the percentage your net revenue that you received in
other currencies in
the most recent fiscal period.
Accounting for the Business Combination, page 105
5. Although some parts of your proposed transaction (including, for
example, the
contribution of the general partner interest in PWP OpCo from
Professional Partners to the
Perella Weinberg Partners) may effectively represent a transaction
between entities under
common control, please revise this disclosure to include discussion of
reverse
recapitalization accounting associated with the acquisition of FinTech
Acquisition Corp
IV as discussed on page 38 and partially discussed in Note 1 to this
pro forma financial
information. Additionally, address the accounting for the joint
ownership by you,
Professional Partners and certain existing partners of PWP OpCo in
conjunction with
business combination, including the related ownership interests and
the allocation of
operating results.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 106
6. Disclose the joint ownership assumptions of PWP OpCo by and amongst
you,
Professional Partners and certain existing partners in your Pro Forma
Presentation.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 112
7. Please tell us why you charged the $48.7 million loss on
extinguishment of debt in
adjustment (h) to partner's capital instead of accumulated deficit
consistent with the
treatment of adjustment (kk).
8. Please tell us why the stock compensation associated with adjustments
(cc), (ff), (nn), and
(pp) appear to be charged wholly to noncontrolling interests.
Reference for us the
authoritative literature you rely upon to support your allocation. In
your response:
Elaborate on your disclosure on page 242 indicating that "[e]quity
awards granted by
Professional Partners have no economic impact on investors of the
Company" and
equity-based compensation on awards granted by Professional
Partners in connection
with the TPH acquisition "had no economic impact on PWP OpCo."
Explain why
Professional Partners is consolidated with PWP Holdings LP if
equity-based
compensation has no economic impact on PWP OpCo.
Explain your consideration of the guidance in SAB 5T when
allocating net loss
between the on-going operations and noncontrolling interests.
Daniel G. Cohen
FirstName LastNameDaniel G. Cohen
FinTech Acquisition Corp. IV
Comapany
March NameFinTech Acquisition Corp. IV
4, 2021
March3 4, 2021 Page 3
Page
FirstName LastName
Explain why some limited portion of compensation appears to
apply to the on-going
company as depicted in adjustment (g).
9. Disclose the noncontrolling interest percentage for pro forma
adjustments 2(m), 2(r),
3(cc), 3(ff), 4(nn) and 4(pp).
Background of the Business Combination, page 151
10. We note your disclosure on page 152 that "Prior to the consummation of
the Company s
IPO, neither the Company, nor anyone on its behalf, contacted any
prospective target
business or had any substantive discussions, formal or otherwise, with
respect to a
transaction with the Company." and that FTIV's IPO was effective on
September 24,
2020.
We also note your disclosure that "from March through April 2020, Ms.
Cohen,
Mr. Cohen, and Ms. Abrams, in their then capacities as advisors to
FinTech Acquisition
Corp. III, an affiliate of the Company, met with executives from PWP
about potentially
pursuing a business combination between FinTech Acquisition Corp. III
and PWP."
Please revise this section to detail the steps that you took in order
to ensure that your
disclosure on page 152 remained accurate.
PWP Management's Discussion and Analysis of Financial Condition and Results of
Operations
Executive Overview, page 236
11. Please describe any known trends or uncertainties that have had, or
that you reasonably
expect will have, a favorable or unfavorable impact on revenue or
results of operations.
For example, you attribute the decline in mergers and acquisitions
activity in during the
nine months ended September 30, 2020 to effects of the pandemic.
Please discuss how
trends in mergers and acquisitions activity, restructurings, and other
drivers of revenues
are expected to impact revenues and profitability. Refer to Item
303(a) of Regulation S-K
and Section III.B.3 of Release No. 33-8350.
Results of Operations
Revenues, page 238
12. Please revise your discussion on page 240 of the 24% decline in
revenues in 2019
compared to 2018 to explain the underlying cause(s) of the decline. In
this regard,
disclosure of the declines in overall advisory clients from 197 to 179
and in advisory
clients who paid fees in excess of $1 million from 105 to 100 does not
explain why you
had fewer clients in 2019. Consider discussing changes relative to
industry benchmarks so
that investors can better understand potential drivers of your
revenues.
13. You disclose that your business is organized around selected key
industry sectors and
geographic markets. Please disaggregate revenues for the periods
presented by these key
industry sectors and geographic markets and address material period
over period changes
Daniel G. Cohen
FinTech Acquisition Corp. IV
March 4, 2021
Page 4
including how to evaluate from a market penetration perspective.
Cash Flows, page 248
14. Please revise your disclosure to elaborate on the causes of cash
outflows from operating
activities in 2019 and the 2020 interim period. and whether this is a
trend you expect to
continue.
PWP Holdings LP and Subsidiaries
Notes to Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Accounts Receivable, page F-44
15. You disclose that three individual clients each accounted for greater
than 10% of your
accounts receivable at December 31, 2019 and 2018. At December 31,
2019 the
aggregate amount for the three clients is disclosed as $43.4 million;
an amount greater
than the $34.3 million accounts receivable on your balance sheet. To
the extent your 10%
threshold in this note relates to the aggregation of your accounts
receivable and accrued
revenue balances, please revise your disclosure to clarify. Otherwise,
tell us whether the
$43.4 million amount is in error and revise your disclosure to
clarify.
Note 8: Income Taxes, page F-59
16. Please revise your disclosure to provide the net difference between
the tax bases and
reported amounts of your assets and liabilities as required by ASC
740-10-50-16.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Brunhofer at (202) 551-3638 or Michelle Miller at
(202) 551-
3368 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at (202) 551-3234 or J. Nolan McWilliams at
(202) 551-
3217 with any other questions.
FirstName LastNameDaniel G. Cohen Sincerely,
Comapany NameFinTech Acquisition Corp. IV
Division of
Corporation Finance
March 4, 2021 Page 4 Office of Finance
FirstName LastName