Perella Weinberg Partners Commences Public Offering of Class A Common Stock
27 Fevereiro 2024 - 6:01PM
Perella Weinberg Partners (the “Company” or “PWP”) (Nasdaq: PWP), a
leading global independent advisory firm, today announced that it
has commenced a public offering of 4,500,000 shares of Class A
common stock (the “Offering”). In addition, the Company expects to
grant the underwriter a 30-day option to purchase an additional
675,000 shares of its Class A common stock in the Offering. The
proposed Offering is subject to market and other conditions, and
there can be no assurance as to whether or when the Offering may be
completed, or as to the actual size or terms of the Offering.
The Company intends to contribute the net
proceeds from the Offering to PWP Holdings LP (“PWP OpCo”) in
exchange for 4,500,000 PWP OpCo Class A partnership units
(5,175,000 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. Copies of the preliminary prospectus supplement and
accompanying base prospectus relating to the Offering 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 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.
Contacts For
Perella Weinberg Investor Relations: investors@pwpartners.com For
Perella Weinberg Media: media@pwpartners.com
Perella Weinberg Partners (NASDAQ:PWP)
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