UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PERELLA WEINBERG PARTNERS
(Name of Subject Company and Filing Person (Issuer))
Warrants to Acquire Shares of Class A Common Stock
(Title of Class of Securities)
71367G110
(CUSIP Number of Class of Securities)
Vladimir Shendelman, Esq.
General Counsel
767 Fifth Avenue
New York, New York 10153
(212) 287-3200
(Name, address and telephone numbers, of person authorized to receive notices and
communications on behalf of filing persons)
Copies of communications to:
Joseph A. Coco, Esq. Michael J. Schwartz, Esq. Blair T. Thetford, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735-3000 | ||
☐ Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Perella Weinberg Partners, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 22, 2022 (as amended, the “Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to each holder of the Company’s Warrants (each, a “Warrant”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to receive 0.20 shares of Class A Common Stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated August 15, 2022 (the “Prospectus/Offer to Exchange”), a copy of which is filed hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
Concurrently with the Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Public Warrants (as defined in the Schedule TO) to amend the warrant agreement, dated as of September 24, 2020 (the “Warrant Agreement”), by and between the Company (f/k/a FinTech Acquisition Corp. IV (“FTIV”)) and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to Warrant Agreement, dated as of November 10, 2021, by and among the Company, Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC, as warrant agent, to permit the Company to require that each Warrant (including each Private Placement Warrant (as defined in the Schedule TO)) that is outstanding upon the closing of the Offer be converted into 0.18 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 65% of the outstanding Public Warrants.
This Amendment No. 1 is being filed to update Item 12 of the Schedule TO to include the final Prospectus/Offer to Exchange which relates to the Form S-4 registration statement declared effective by the SEC on August 15, 2022 and the related press release issued by the Company on August 15, 2022.
Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 1 does not modify any of the other information previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read this Amendment No. 1 together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 12. Exhibits.
(a) Exhibits.
| Exhibit No. | Description | |||||||
| (a)(l)(A) | ||||||||
| (a)(1)(B) | ||||||||
| (a)(1)(C) | ||||||||
| (a)(1)(D) | ||||||||
| (a)(1)(E) | ||||||||
| (a)(2) | Not applicable. | |||||||
| (a)(3) | Not applicable. | |||||||
| (a)(4) | ||||||||
| (a)(5)(A) | ||||||||
| (a)(5)(B) | ||||||||
| (b) | Not applicable. | |||||||
| (d)(i) | ||||||||
| (d)(ii) | ||||||||
| (d)(iii) | ||||||||
| (d)(iv) | ||||||||
| (d)(v) | ||||||||
| (d)(vi) | ||||||||
| (d)(vii) | ||||||||
| (d)(viii) | ||||||||
| (d)(ix) | ||||||||
| (d)(x) | ||||||||
| (d)(xi) | ||||||||
| (d)(xii) | ||||||||
| (d)(xiii) | ||||||||
| (d)(xiv) | ||||||||
2
| (d)(xv) | ||||||||
| (d)(xvi) | ||||||||
| (d)(xvii) | ||||||||
| (d)(xviii) | ||||||||
| (d)(xiv) | ||||||||
| (d)(xv) | ||||||||
| (d)(xvi) | ||||||||
| (d)(xvii) | ||||||||
| (d)(xviii) | ||||||||
| (d)(xix) | ||||||||
| (d)(xx) | ||||||||
| (g) | Not applicable. | |||||||
| (h) | ||||||||
(b) Filing Fee Exhibit.
Filing Fee Table.*
___________________
*Previously filed.
3
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| PERELLA WEINBERG PARTNERS | |||||
| By: | /s/ Gary S. Barancik | ||||
| Gary S. Barancik | |||||
| Chief Financial Officer | |||||
Dated: August 15, 2022