Perella Weinberg Partners Prices Upsized Public Offering of Class A Common Stock
27 Febrero 2024 - 7:08PM
Perella Weinberg Partners (the “Company” or “PWP”) (Nasdaq: PWP), a
leading global independent advisory firm, today announced the
pricing of its upsized public offering of 5,000,000 shares of Class
A common stock at a public offering price of $12.00 per share (the
“Offering”). In addition, the Company has granted the underwriter a
30-day option to purchase up to an additional 750,000 shares of its
Class A common stock at the public offering price, less
underwriting discounts and commissions. The Offering is expected to
close on March 1, 2024, subject to customary closing conditions.
The Company intends to contribute the net
proceeds from the Offering to PWP Holdings LP (“PWP OpCo”) in
exchange for 5,000,000 PWP OpCo Class A partnership units
(5,750,000 PWP OpCo Class A partnership units if the underwriter
exercises its option in full). PWP OpCo intends to use the net
proceeds received from the Company, together, to the extent
necessary, with any cash on hand, for (i) the conversion of certain
Partnership Class A-3 Common Units (“ACUs”) at PWP OpCo held by
limited partners into cash in an amount expected to cover the
estimated tax liabilities (as determined in the Company’s
discretion and subject to available cash for this purpose)
associated with the vesting of such limited partners’ ACUs instead
of such ACUs vesting into PWP OpCo Class A partnership units,
subject to the required board of directors, audit committee and
other approvals, (ii) the purchase from certain holders of (A)
outstanding PWP OpCo Class A partnership units and (B) outstanding
shares of the Company’s Class B common stock in connection with the
quarterly exchange for the second quarter of 2024, and (iii)
general corporate purposes (provided that (i) and (ii) are subject
to completion of the contemplated merger of PWP AdCo Professionals
LP with and into PWP OpCo). These expected uses of net proceeds
from the Offering represent the Company’s present intentions based
on its current plans and business conditions, which could change in
the future as its plans and business conditions evolve.
Citizens JMP is acting as the sole underwriter
for the Offering.
The Offering is being made only by means of a
previously filed effective shelf registration statement on Form S-3
(File No. 333-266051), including a base prospectus, initially filed
with the Securities and Exchange Commission (“SEC”) on July 7, 2022
and declared effective by the SEC on July 19, 2022, and a
prospectus supplement. The preliminary prospectus supplement and
accompanying base prospectus relating to the Offering have been
filed with the SEC and are available on the SEC’s website at
www.sec.gov. The final prospectus supplement, when available, will
be filed with the SEC and will be available on the SEC’s website at
www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying base prospectus, relating to the Offering, and the
final prospectus supplement, when available, may also be obtained
by sending a request to: Citizens JMP Securities, LLC, 450 Park
Avenue, 5th Floor, New York, NY 10022, or by calling (415)
835-8985, or by email at syndicate@jmpsecurities.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About PWP
Perella Weinberg is a leading global independent
advisory firm, providing strategic and financial advice to a broad
client base, including corporations, institutions, governments,
sovereign wealth funds and the financial sponsor community. The
firm offers a wide range of advisory services to clients in the
most active industry sectors and global markets. With approximately
700 employees, PWP currently maintains offices in New York, London,
Houston, San Francisco, Paris, Los Angeles, Chicago, Calgary,
Denver, and Munich.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the United States 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, which
reflect the Company’s current views with respect to, among other
things, the completion of the Offering, the intended uses of the
net proceeds from the Offering and other statements about the
Offering. You can identify these forward-looking statements by the
use of 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. Such forward-looking statements are subject to various
risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. We
undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required under
applicable securities laws. A further list and description of these
risks, uncertainties and other factors can be found in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2023, filed with the SEC on February 23, 2024, and the other
documents filed by the Company from time to time with the SEC.
These filings are available online at www.sec.gov or on request
from the Company.
ContactsFor Perella Weinberg
Investor Relations: investors@pwpartners.com For Perella Weinberg
Media: media@pwpartners.com
Perella Weinberg Partners (NASDAQ:PWP)
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Perella Weinberg Partners (NASDAQ:PWP)
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