Perella Weinberg Partners Commences Public Offering of Class A Common Stock
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The commencement of a public offering of 4,500,000 shares by Perella Weinberg Partners indicates a strategic move to raise capital. The potential addition of 675,000 shares, contingent on the underwriter's decision, suggests a proactive approach to maximize fundraising efforts. This capital infusion is aimed at empowering PWP OpCo with greater financial flexibility, which can be critical for executing its business strategy, particularly in the context of the conversion of certain ACUs and the purchase of outstanding partnership units and shares.
From an investment standpoint, the offering may dilute existing shareholders' stakes, potentially impacting the stock price. However, if the capital is deployed effectively, leading to improved financial performance or strategic growth, the long-term value could outweigh short-term dilution concerns. Investors will be closely monitoring the use of proceeds and the subsequent financial health of the company.
The Offering is conducted under a shelf registration statement, which allows the company to issue securities quickly, demonstrating a preparedness to capitalize on favorable market conditions. It is crucial for investors to understand that the Offering's success hinges on market receptivity and regulatory compliance, as indicated by the need for SEC filings and approvals.
The legal framework governing such offerings is designed to protect investors, requiring transparency and adherence to securities laws. The mention of the conversion of ACUs and the potential merger introduces complex legal considerations that could affect the timeline and certainty of the Offering's completion. Investors should consider these legal intricacies when evaluating the company's future prospects.
The role of Citizens JMP as the sole underwriter signifies a vote of confidence in the Offering's viability. The underwriter's option to purchase additional shares can serve as a barometer for investor demand. Market conditions at the time of the Offering will influence the pricing and uptake of shares, which in turn affects the company's capital structure and market valuation.
It is also essential to assess the broader market trends, particularly within the independent advisory sector and how they may impact investor sentiment towards the Offering. The company's strategic decision to allocate proceeds towards specific internal transactions rather than external growth opportunities may be indicative of a consolidation strategy, which could have varying implications for long-term competitiveness and market positioning.
NEW YORK, Feb. 27, 2024 (GLOBE NEWSWIRE) -- 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
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