SEC Filing - Perella Weinberg Partners LP

View:

Download DOC

Download PDF

Download XLS

424B3

Prospectus Supplement No. 2

(to prospectus dated July 26, 2021)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-257924

Perella Weinberg Partners

70,364,353 Shares of Class A Common Stock

203,333 Warrants to Purchase Class A Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 26, 2021 (the “Prospectus”), related to: (1) the issuance by us of up to 7,870,000 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”) that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.50 per share of Class A common stock, including the public warrants and the private placement warrants (each as defined below); and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 70,364,353 shares of Class A common stock and (ii) up to 203,333 warrants (as defined below), with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 5, 2021 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock and warrants are traded on the Nasdaq Global Select Market under the symbols “PWP” and “PWPPW,” respectively. On November 4, 2021, the closing price of our Class A common stock was $13.50 per share and the closing price of our warrants was $3.65 per share.

Investing in our securities involves risks. See “Risk Factors” beginning on page 42 of the Prospectus and in any applicable prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 5, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-39558

PERELLA WEINBERG PARTNERS

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-1770732
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
767 Fifth Avenue New York, NY	10153
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 287-3200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PWP	Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class A common stock	PWPPW	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 2, 2021, the registrant had 42,492,628 shares of Class A common stock, par value $0.0001 per share, and 50,154,199 shares of Class B common stock, par value $0.0001 per share, outstanding.

Perella Weinberg Partners

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020	6
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2021 and 2020	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		60

On June 24, 2021 (the “Closing Date”), Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV (“FTIV”)) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated as of December 29, 2020. As contemplated by the Business Combination Agreement, (i) FTIV acquired certain partnership interests in PWP Holdings LP (“PWP OpCo”), (ii) PWP OpCo became jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and certain existing partners of PWP OpCo, and (iii) PWP OpCo serves as Perella Weinberg Partners’ 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”). Unless the context otherwise requires, all references to “PWP,” the “Company,” “we,” “us” or “our” refer to Perella Weinberg Partners and its consolidated subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding the expectations regarding the combined business are “forward-looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “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. Important factors, among others, that may affect actual results or outcomes include:



the projected financial information, anticipated growth rate, and market opportunity of the Company;



the ability to maintain the listing of the Company’s Class A common stock and warrants on Nasdaq following the Business Combination;



our public securities’ potential liquidity and trading;



our success in retaining or recruiting partners and other employees, or changes related to, our officers, key employees or directors following the completion of the Business Combination;



members of our management team allocating their time to other businesses and potentially having conflicts of interest with our business;



factors relating to the business, operations and financial performance of the Company, including:

whether the Company realizes all or any of the anticipated benefits from the Business Combination;

whether the Business Combination results in any increased or unforeseen costs or has an impact on the Company’s ability to retain or compete for professional talent or investor capital;

global economic, business, market and geopolitical conditions, including the impact of public health crises, such as the ongoing rapid, worldwide spread of a novel strain of coronavirus and the pandemic caused thereby (collectively, “COVID-19”);

the Company’s dependence on and ability to retain working partners and other key employees;

the Company’s ability to successfully identify, recruit and develop talent;

risks associated with strategic transactions, such as joint ventures, strategic investments, acquisitions and dispositions;

conditions impacting the corporate advisory industry;

the Company’s dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model;

the high volatility of the Company’s revenue as a result of its reliance on advisory fees that are largely contingent on the completion of events which may be out of its control;

the ability of the Company’s clients to pay for its services, including its restructuring clients;

the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business, including actual, potential or perceived conflicts of interest and other factors that may damage its business and reputation;

strong competition from other financial advisory and investment banking firms;

potential impairment of goodwill and other intangible assets, which represent a significant portion of the Company’s assets;

the Company’s successful formulation and execution of its business and growth strategies;

the outcome of third-party litigation involving the Company;

substantial litigation risks in the financial services industry;

cybersecurity and other operational risks;

the Company’s ability to expand into new markets and lines of businesses for the advisory business;

exposure to fluctuations in foreign currency exchange rates;

assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity;

extensive regulation of the corporate advisory industry and U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy and laws (including the treatment of carried interest);

the impact of the global COVID-19 pandemic on any of the foregoing risks; and

other risks and uncertainties described under the section entitled “Risk Factors” included elsewhere in this Form 10-Q.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Website Disclosure

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at https://investors.pwpartners.com/. Our website is https://pwpartners.com/. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Financial Condition

(Unaudited)

(Dollars in Thousands, Except Per Share Amounts)


	September 30, 2021			December 31, 2020
Assets
Cash and cash equivalents	$	415,839		$	329,063
Restricted cash		1,835			1,845
Accounts receivable, net of allowance		66,021			40,802
Due from related parties		57			289
Fixed assets, net of accumulated depreciation and amortization		11,383			17,189
Intangible assets, net of accumulated amortization		33,997			38,932
Goodwill		34,383			34,383
Prepaid expenses and other assets		37,621			25,792
Right-of-use lease assets		44,162			53,444
Deferred tax asset, net		18,362			1,214
Total assets	$	663,660		$	542,953
Liabilities and Equity
Accrued compensation and benefits	$	265,130		$	213,524
Deferred compensation programs		13,798			17,208
Accounts payable, accrued expenses and other liabilities		29,848			22,246
Deferred revenue		5,939			10,598
Lease liabilities		47,888			58,229
Debt, net of unamortized debt discounts and issuance costs		-			146,965
Warrant liabilities		24,966			-
Amount due pursuant to tax receivable agreement		14,108			-
Total liabilities		401,677			468,770
Commitments and Contingencies (Note 18)
Class A common stock, par value $0.0001 per share (1,500,000,000 shares authorized, 43,492,498 issued and 42,492,498 outstanding at September 30, 2021)	$	4		$	-
Class B common stock, par value $0.0001 per share (600,000,000 shares authorized, 50,154,199 issued and outstanding at September 30, 2021)		5			-
Additional paid-in-capital		152,308			-
Retained earnings (accumulated deficit)		(13,336	)		-
Accumulated other comprehensive income (loss)		(1,774	)		(2,326	)
Treasury stock, at cost (1,000,000 shares at September 30, 2021)		(12,000	)		-
Partners’ capital		-			76,509
Total Perella Weinberg Partners equity / Partners’ capital		125,207			74,183
Non-controlling interests		136,776			-
Total equity		261,983			74,183
Total liabilities and equity	$	663,660		$	542,953

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

Perella Weinberg Partners

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands, Except Per Share Amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenues	$	177,427		$	122,844		$	602,749		$	329,841
Expenses
Compensation and benefits		113,322			84,785			387,196			229,550
Equity-based compensation		38,050			6,120			51,272			18,484
Total compensation and benefits		151,372			90,905			438,468			248,034
Professional fees		11,006			6,116			28,954			34,479
Technology and infrastructure		7,368			6,969			21,465			20,207
Rent and occupancy		6,773			6,984			20,068			20,802
Travel and related expenses		1,629			391			3,505			4,981
General, administrative and other expenses		6,127			6,096			12,005			12,457
Depreciation and amortization		3,479			3,851			11,081			11,645
Total expenses		187,754			121,312			535,546			352,605
Operating income (loss)		(10,327	)		1,532			67,203			(22,764	)
Non-operating income (expenses)
Related party income		1,529			2,412			5,303			7,183
Other income (expense)		2,564			(126	)		1,236			2,724
Change in fair value of warrant liabilities		(3,006	)		-			(2,058	)		-
Loss on debt extinguishment		-			-			(39,408	)		-
Interest expense		(72	)		(3,913	)		(7,536	)		(11,883	)
Total non-operating income (expenses)		1,015			(1,627	)		(42,463	)		(1,976	)
Income (loss) before income taxes		(9,312	)		(95	)		24,740			(24,740	)
Income tax benefit (expense)		(150	)		(974	)		(2,695	)		(2,518	)
Net income (loss)		(9,462	)	$	(1,069	)		22,045		$	(27,258	)
Less: Net income (loss) attributable to non-controlling interests		(12,938	)					31,068
Net income (loss) attributable to Perella Weinberg Partners	$	3,476					$	(9,023	)
Net income (loss) per share attributable to Class A common shareholders (1)
Basic	$	0.08					$	(0.21	)
Diluted	$	(0.09	)				$	(0.40	)
Weighted-average shares of Class A common stock outstanding (1)
Basic		42,572,813						42,599,954
Diluted		92,727,012						92,754,153

(1)

For the nine months ended September 30, 2021, net income (loss) per share of Class A common stock and weighted-average shares of Class A common stock outstanding is representative of the period from June 24, 2021 through September 30, 2021, the period following the Business Combination, as defined in Note 1 – Organization and Nature of Business. For more information, refer to Note 15 – Net Income (Loss) Per Share Attributable to Class A Common Shareholders.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

Perella Weinberg Partners

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Dollars in Thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net income (loss)	$	(9,462	)	$	(1,069	)	$	22,045		$	(27,258	)
Foreign currency translation gain (loss)		(2,086	)		2,839			(1,542	)		348
Comprehensive income (loss)		(11,548	)	$	1,770			20,503		$	(26,910	)
Less: Comprehensive income (loss) attributable to non-controlling interests		(14,068	)					30,474
Comprehensive income (loss) attributable to Perella Weinberg Partners	$	2,520					$	(9,971	)

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

Perella Weinberg Partners

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars in Thousands)


				Shares
	Partners’ Capital			Class A Common Stock		Class B Common Stock		Treasury Stock		Class A Common Stock		Class B Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests		Total Equity
Balance at December 31, 2019	$	87,725			-		-		-	$	-	$	-	$	-	$	-	$	-	$	(5,820	)	$	-	$	81,905
Cumulative effect of accounting change		(188	)		-		-		-		-		-		-		-		-		-			-		(188	)
Net income (loss)		(4,062	)		-		-		-		-		-		-		-		-		-			-		(4,062	)
Equity-based compensation		6,185			-		-		-		-		-		-		-		-		-			-		6,185
Distributions to partners		(9,429	)		-		-		-		-		-		-		-		-		-			-		(9,429	)
Other		(44	)		-		-		-		-		-		-		-		-		-			-		(44	)
Foreign currency translation gain (loss)		-			-		-		-		-		-		-		-		-		(2,612	)		-		(2,612	)
Balance at March 31, 2020	$	80,187			-		-		-	$	-	$	-	$	-	$	-	$	-	$	(8,432	)	$	-	$	71,755
Net income (loss)		(22,127	)		-		-		-		-		-		-		-		-		-			-		(22,127	)
Equity-based compensation		6,179			-		-		-		-		-		-		-		-		-			-		6,179
Other		(26	)		-		-		-		-		-		-		-		-		-			-		(26	)
Foreign currency translation gain (loss)		-			-		-		-		-		-		-		-		-		121			-		121
Balance at June 30, 2020	$	64,213			-		-		-	$	-	$	-	$	-	$	-	$	-	$	(8,311	)	$	-	$	55,902
Net income (loss)		(1,069	)		-		-		-		-		-		-		-		-		-			-		(1,069	)
Equity-based compensation		6,120			-		-		-		-		-		-		-		-		-			-		6,120
Distributions to partners		(2,360	)		-		-		-		-		-		-		-		-		-			-		(2,360	)
Other		567			-		-		-		-		-		-		-		-		-			-		567
Foreign currency translation gain (loss)		-			-		-		-		-		-		-		-		-		2,839			-		2,839
Balance at September 30, 2020	$	67,471			-		-		-	$	-	$	-	$	-	$	-	$	-	$	(5,472	)	$	-	$	61,999

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

Perella Weinberg Partners

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars in Thousands)


				Shares
	Partners’ Capital			Class A Common Stock		Class B Common Stock		Treasury Stock		Class A Common Stock		Class B Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests		Total Equity
Balance at December 31, 2020	$	76,509			-		-		-	$	-	$	-	$	-	$	-	$	-	$	(2,326	)	$	-	$	74,183
Net income (loss)		22,507			-		-		-		-		-		-		-		-		-			-		22,507
Equity-based compensation		6,157			-		-		-		-		-		-		-		-		-			-		6,157
Distributions to partners		(9,816	)		-		-		-		-		-		-		-		-		-			-		(9,816	)
Other		384			-		-		-		-		-		-		-		-		-			-		384
Foreign currency translation gain (loss)		-			-		-		-		-		-		-		-		-		228			-		228
Balance at March 31, 2021	$	95,741			-		-		-	$	-	$	-	$	-	$	-	$	-