Perella Weinberg Partners Prices Upsized Public Offering of Class A Common Stock
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Insights
The upsizing of Perella Weinberg Partners' public offering to 5 million shares at $12.00 each, with an additional option for 750,000 shares, highlights a significant capital raise for the firm. This move suggests a strategic initiative to bolster the firm's capital structure, potentially diluting existing shareholders but providing funds for important corporate activities. The allocation of net proceeds for the conversion of certain ACUs into cash to cover tax liabilities indicates a proactive approach to managing partner incentives and tax obligations.
Moreover, the use of proceeds to facilitate the purchase of outstanding PWP OpCo Class A partnership units and Class B common stock in connection with the quarterly exchange implies an intent to streamline ownership structure, which could result in a more straightforward capital framework. This could be beneficial for the company's financial flexibility and simplify the equity story for investors. However, the impact on the stock price will need to be closely monitored, as the market's reception to the offering and the subsequent dilution will play a key role in the short-term performance of PWP's stock.
Perella Weinberg Partners' decision to raise capital through a public offering is a strategic move that reflects broader market trends. Companies in the advisory sector often require substantial capital for operations and growth initiatives, such as mergers and acquisitions. The timing and pricing of the offering may indicate the company's confidence in its valuation and market conditions. It's important to consider the competitive landscape and how this capital infusion could position PWP relative to its peers.
Investors will be keen to understand how the capital raised will be deployed to drive value creation, especially in light of the proposed uses indicating a mix of liability management and potential growth funding. The offering's success and the subsequent deployment of capital will likely influence investor sentiment and could set a precedent for similar companies considering public capital markets to fund their strategic initiatives.
The offering's compliance with SEC regulations, as evidenced by the use of a shelf registration statement on Form S-3, demonstrates PWP's adherence to legal frameworks governing securities offerings. The mention of the offering not constituting an offer to sell or a solicitation in states where it would be unlawful prior to registration or qualification underlines the intricate nature of securities law and the need for companies to navigate these regulations carefully.
It is crucial for potential investors to understand that the legal structure of the offering, including the conversion of ACUs and the potential merger of PWP AdCo Professionals LP with PWP OpCo, could have legal implications that affect shareholder rights and the company's governance structure. These factors should be carefully evaluated for their potential impact on both current and future shareholders.
NEW YORK, Feb. 27, 2024 (GLOBE NEWSWIRE) -- 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
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.
Contacts
For Perella Weinberg Investor Relations: investors@pwpartners.com
For Perella Weinberg Media: media@pwpartners.com
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