8-K
Perella Weinberg Partners (PWP)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
PURSUANTTO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Dateof Report (date of earliest event reported): December 30, 2020 (December 29, 2020)
FINTECHACQUISITION CORP. IV
(Exactname of Registrant as specified in its charter)
| Delaware | 001-39558 | 84-1770732 |
|---|---|---|
| (State of incorporation) | (CommissionFileNumber) | (IRSEmployerIdentification No.) |
| 2929 Arch Street, Suite 1703<br><br> <br>Philadelphia, PA | 19104 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(215)701-9555
(Registrant’stelephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☒ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Nameof each exchangeon which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | FTIVU | Nasdaq Capital Market |
| Class A common stock, par value $0.0001 per share | FTIV | Nasdaq Capital Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock | FTIVW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On December 30, 2020, FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), announced that it entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of December 29, 2020, by and among the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability company, Fintech Masala Advisors, LLC, a Delaware limited liability company (together with FinTech Investor Holdings IV, LLC, the “Sponsor”), PWP Holdings LP, a Delaware limited partnership (“PWP”), PWP GP LLC, a Delaware limited liability company and the general partner of PWP (“PWP GP”), PWP Professional Partners LP, a Delaware limited partnership and a limited partner of PWP (“Professionals”), and Perella Weinberg Partners LLC, a Delaware limited liability company and the general partner of Professionals (“Professionals GP”) pursuant to which, among other things, the Company will acquire interests in PWP, which will become jointly-owned by the Company, Professionals, and certain existing partners of PWP and following the Closing (as defined below) will serve as the Company’s operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure.
BusinessCombination Agreement
Pursuant to the Business Combination Agreement, subject to certain conditions set forth therein, in connection with the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”):
| (i) | the<br> Company will acquire newly-issued common units of PWP in exchange for cash in an amount<br> equal to the outstanding excess cash balances of the Company (including the proceeds<br> from the PIPE Investment (as defined below)) as of Closing net of redemptions elected<br> by the Company’s public stockholders pursuant to their redemption rights described<br> below (such aggregate outstanding cash balances, “Company Cash”), with the<br> number of such interests to be issued to be calculated based on the formula set forth<br> on Schedule C to the Business Combination Agreement; |
|---|---|
| (ii) | Professionals<br> will contribute the equity interests of PWP GP, the general partner of PWP, to the Company; |
| --- | --- |
| (iii) | the<br> Company will issue (A) to Professionals, new shares of Class B-1 common stock, which will<br> have 10 votes per share (for so long as Professionals or its limited partners as of the<br> Closing maintain ownership of at least 10% of the issued and outstanding Class A common<br> units of PWP, otherwise such Class B-1 common stock shall have one vote per share) and<br> (B) to investor limited partners of PWP, new shares of Class B-2 common stock, which<br> will have one vote per share, with the number of shares of such common stock to be issued<br> to equal the number of common units of PWP that will be held by Professionals and such<br> investor limited partners, respectively, following the Closing; and |
| --- | --- |
| (iv) | the<br> Company will repay certain indebtedness of PWP, pay certain expenses, retain up to $10<br> million of cash on its balance sheet, and subject to the availability of transaction<br> proceeds, the Company will first redeem certain limited partnership interests held by<br> certain electing third party investor limited partners of PWP and second redeem certain<br> electing non-working limited partners of Professionals (collectively with the other transactions<br> contemplated by the Business Combination Agreement, the “Business Combination”). |
| --- | --- |
The Closing is subject to the satisfaction of customary conditions precedent, including, among others, that: (a) Company Cash equal or exceed $200,000,000; (b) the Business Combination be approved by the Company’s stockholders; (c) there will have been no Company Material Adverse Effect, Professionals Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; (d) the parties will have received certain required regulatory approvals; (e) the Company will have at least $5,000,001 of net tangible assets following the exercise by the Company’s public stockholders of the redemption rights described below; and (f) the PIPE Investment be consummated. Each of the parties to the Business Combination Agreement has made representations, warranties and covenants therein that are customary for transactions of this nature. The representations and warranties will not survive the Closing.
1
The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written agreement of the Company and Professionals GP and in certain other limited circumstances, including, but not limited to: (i) if the Business Combination has not been consummated by June 30, 2021 (as such date may be extended pursuant to the Business Combination Agreement) and the delay in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (ii) if a governmental entity of competent jurisdiction has issued an order or taken any other action which would prevent the consummation of the Business Combination, (iii) if the Business Combination and other related proposals are not approved by the Company’s stockholders at the duly convened meeting of the Company’s stockholders and (iv) if the Company is incapable of having at least an aggregate of $200,000,000 in cash from the Company’s trust account after giving effect to the PIPE Investment (and after giving effect to the exercise by the Company’s public stockholders of the redemption rights described below).
Pursuant to the Company’s amended and restated certificate of incorporation and in accordance with the terms of the Business Combination Agreement, the Company will be providing its public stockholders with the opportunity to redeem, upon the Closing, their respective shares of the Company’s Class A common stock for cash equal to the applicable pro rata share of the aggregate amount on deposit, as of two business days prior to the consummation of the Business Combination, in the Company’s trust account (which holds the proceeds of the Company’s initial public offering and concurrent sale of private placement units, less taxes payable).
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement were made only as of the date of the Business Combination Agreement or, with respect to certain representations, in the event the Closing occurs, as of the date of the Closing, or such other date as is specified in the Business Combination Agreement and are also modified in part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.
PrivatePlacement Subscription Agreements
On December 29, 2020, concurrently with the execution of the Business Combination Agreement, the Company also entered into subscription agreements (“Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 12,500,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $125,000,000 (the “PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of Sponsor. The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination.
2
The Subscription Agreements for the PIPE Investors (other than the Sponsor-related PIPE Investors, whose registration rights are governed by the Amended and Restated Registration Rights Agreement (as defined below) (the “Non-Sponsor PIPE Investors”), and other than the subscribing Perella executives) provide for certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 30 calendar days following the closing date of the Business Combination file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of such shares, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 50th calendar day after the filing thereof (or the 90th calendar day after the closing of the Business Combination if the SEC notifies the Company that it will “review” such registration statement) and (ii) the fifth business day after the date the Company is notified in writing by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. Such registration statement is required to be kept effective for at least three years after effectiveness or, if earlier, until either (i) the shares thereunder have been sold by the Non-Sponsor PIPE Investors or (ii) the shares may be sold without restriction under Rule 144 promulgated under the Securities Act (as defined below).
The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the closing and, as a result thereof, the closing of the transactions contemplated by the Subscription Agreement fails to occur; and (d) the Outside Date (as defined in the Business Combination Agreement and as may be extended as described therein) if the closing of the Business Combination has not occurred on or before such date.
TaxReceivable Agreement
At the Closing, the Company will enter into a tax receivable agreement with PWP, Professionals and certain other partners party thereto (the “Tax Receivable Agreement,” and such partners, “Partners”). The Tax Receivable Agreement will generally provide for the payment by the Company to Partners of 85% of the cash tax savings realized (or deemed realized) in periods after the Closing as a result of certain pre-existing tax assets and attributes of PWP and its subsidiaries. The Company expects to retain the benefit of the remaining 15% of these cash tax savings.
Amendedand Restated Registration Rights Agreement
At the Closing, the Company will enter into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), with the Sponsor, Professionals, and the third party investor limited partners of PWP (other than Professionals) (each such limited partner, an “ILP”) under the limited partnership agreement of PWP (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of the Company’s Class A common stock and certain other equity securities of the Company that are held by the RRA Parties from time to time.
The Amended and Restated Registration Rights Agreement provides that the Company will as soon as practicable but no later than 30 business days following the closing date of the Business Combination, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) registering the resale of certain shares of the Company’s Class A common stock and certain other equity securities of the Company held by the RRA Parties and will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the actual filing date (or the 80th calendar day following the actual filing date if the SEC notifies the Company that it will “review” such registration statement) and (ii) the fifth business day after the date the Company is notified in writing by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
3
Each of the Sponsor, Professionals, the ILPs and their respective transferees will be entitled to certain demand registration rights in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions, issuer suspension periods and certain other conditions. The Sponsor and their permitted transferees are limited to three demand registrations and the ILPs and their permitted transferees are limited to one demand registration, in each case, for the term of the Amended and Restated Registration Rights Agreement. Professionals and its permitted transferees are limited to four demand registrations per twelve-month period. In addition, the RRA Parties have certain “piggy-back” registration rights, subject to customary underwriter cutbacks, issuer suspension periods and certain other conditions. The Amended and Restated Registration Rights Agreement includes customary indemnification provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement, including the fees of one legal counsel to each of the Sponsor, Professionals and the ILPs.
StockholdersAgreement
At the Closing, the Company and Professionals will enter into a stockholders agreement (the “Stockholders Agreement”), providing for certain approval and director nomination rights in favor of Professionals. The Stockholders Agreement provides that for so long as Professionals or its limited partners as of the date of Closing (or their permitted successors or assigns) continue to hold securities representing at least five percent of the Company’s outstanding Class A common stock on an as-exchanged basis (the “5% Condition”), the board of directors of the Company may not approve, absent the prior consent of Professionals, any amendment to the certificate of incorporation or bylaws of the Company, or the limited partnership agreement of PWP, that would materially and adversely affect in a disproportionate manner the rights of Professionals or its limited partners.
In addition, for so long as Professionals or its limited partners as of the date of Closing (or their permitted successors or assigns) continue to hold securities representing at least 10 percent of the Company’s outstanding Class A common stock on an as-exchanged basis (the “10% Condition”), the board of directors of the Company may not approve, absent the prior consent of Professionals, a number of ordinary course operating activities in respect of the Company, PWP and PWP’s subsidiaries, including, among other things: (i) any incurrence of indebtedness (other than inter-company indebtedness) in an amount in excess of $25 million; (ii) any issuance of equity or equity-related securities which would represent more than five percent of the total number of votes that may be cast in the election of directors of the Company (subject to certain customary exceptions); (iii) the authorization or issuance of any preferred stock; (iv) any equity or debt commitment to invest or investment or series of related equity or debt commitments to invest or investments in an amount greater than $25 million; (v) any entry into a new line of business that requires an initial investment in excess of $25 million; (vi) any disposition or divestment of any asset or business unit with a value in excess of $25 million; (vii) the adoption of a stockholder rights plan by the Company; (viii) any removal, change of duty or appointment of any officer of the Company that is, or would be, subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ix) any amendment to the certificate of incorporation or bylaws of the Company; (x) any amendment to the limited partnership agreement of PWP; (xi) the renaming of the Company; (xii) the adoption of the Company’s annual budget and business plans and any material amendments thereto; (xiii) the declaration and payment of any dividend or other distribution (subject to certain customary exceptions); (xiv) the entry into any merger, consolidation, recapitalization, liquidation or sale of all or substantially all of the assets of the Company (subject to certain customary exceptions) or entering into any agreement providing therefor; (xv) voluntarily initiating any liquidation, dissolution or winding up of the Company or PWP or permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action; (xvi) the entry into, termination of or material amendment of any Material Contract (as defined in the Business Combination Agreement); (xvii) the entry into of any transaction or agreement that would be required to be disclosed by the Company under Item 404 of Regulation S-K under the Exchange Act; (xviii) the initiation or settlement of any material litigation or similar proceeding; or (xix) changes to the Company’s taxable year or fiscal year.
4
The Stockholders Agreement further provides that the parties to the Stockholders Agreement will take all reasonable actions to provide that (a) for so long as the 5% Condition is satisfied, there will be not more than 15 members of the board of directors of the Company, and that Professionals will have the right to designate one-third of the nominees for election to such board, (b) for so long as the 10% Condition is satisfied, Professionals will have the right to designate a majority of the nominees for election to the board of directors of the Company, and (c) any nominee designated by Professionals will be removed from office upon notice from Professionals to that effect. The Company is also required to take all reasonable actions to provide that any committee of the board of directors of the Company include a proportionate number of individuals that were designated for nomination by Professionals (subject to compliance with requirements of applicable laws and national securities exchange regulations).
The Stockholders Agreement will terminate once the 5% Condition is no longer satisfied.
SponsorShare Surrender and Share Restriction Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor entered into a Sponsor Share Surrender and Share Restriction Agreement (the “Sponsor Share Cancellation Agreement”) with the Company, PWP and the other parties to that certain letter agreement, dated as of September 24, 2020, by and among the Sponsor, the Company and such other parties, pursuant to which the Sponsor has agreed that, concurrent with and contingent upon the Closing, it will forfeit an aggregate of 1,023,333 shares of Class B common stock for no consideration and agrees that 610,000 shares of Class A common stock and 6,846,667 shares of Class B common stock held thereby be subject to transfer restrictions for six months following the Closing and that 80% of the shares of Class B common stock also be subject to vesting conditions based on certain closing share price thresholds of the Company’s common stock for 20 out of any 30 consecutive trading days.
Exhibits
A copy of the Business Combination Agreement, the form of the Subscription Agreements, the form of Tax Receivable Agreement, the form of Amended and Restated Registration Rights Agreement, the form of Stockholders Agreement, and the form of Sponsor Share Cancellation Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 2.1, Exhibit 10.1, Exhibit G to Exhibit 2.1, Exhibit E to Exhibit 2.1, Exhibit F to Exhibit 2.1, and Exhibit H to Exhibit 2.1, respectively, and the foregoing descriptions of each of the Business Combination Agreement, the Subscription Agreements, the Tax Receivable Agreement, the Amended and Restated Registration Rights Agreement, the Stockholders Agreement, and the Sponsor Share Cancellation Agreement are qualified in their entirety by reference thereto.
| Item 3.02 | Unregistered Sales of Equity Securities. |
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The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. The shares of Class A common stock, Class B-1 common stock and Class B-2 common stock to be issued in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and the PIPE Investment, will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
| Item 7.01 | Regulation FD Disclosure. |
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The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
5
On December 30, 2020, the Company and Perella Weinberg Partners, a leading global independent advisory firm (“Perella Weinberg Partners”) issued a joint press release announcing the execution of the Business Combination Agreement and the transactions contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The Company and Perella Weinberg Partners held a joint investor conference call to discuss the Business Combination and the related transactions. A copy of the transcript of the investor call is furnished as Exhibit 99.2 to this Current Report. A copy of an investor presentation for use by the Company with certain of its stockholders and other persons with respect to the Business Combination is furnished as Exhibit 99.3 to this Current Report. On December 30, 2020, Perella Weinberg Partners distributed a letter to its clients providing information about the transactions contemplated by the Business Combination Agreement. A copy of the form of client letter is furnished as Exhibit 99.4 to this Current Report.
Forward-LookingStatements
This Current Report contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the potential transaction, the satisfaction of closing conditions to the potential transaction and the private placement, the level of redemptions by the Company’s public stockholders, the timing of the completion of the potential transaction, the anticipated pro forma enterprise value and Adjusted Net Income of the combined company following the potential transaction, anticipated ownership percentages of the combined company’s stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential transaction. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “pro forma,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Perella Weinberg Partners’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Company’s ability to complete the potential transaction or, if the Company does not complete the potential transaction, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the potential transaction, including with respect to the approval of the stockholders of the Company; (3) the ability to maintain the listing of the combined company’s securities on Nasdaq; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of the Company or Perella Weinberg Partners as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that the Company and Perella Weinberg Partners may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Perella Weinberg Partners or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of the Company to be filed with the Securities and Exchange Commission (“SEC”), including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by the Company.
Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Neither the Company nor Perella Weinberg Partners undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this Current Report. Additional risks and uncertainties are identified and discussed in the Company’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov.
6
AdditionalInformation about the Transaction and Where to Find It
The Company intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the Business Combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for such special meeting, as these materials will contain important information about the Company, Perella Weinberg Partners and the Business Combination. The definitive proxy statement will be mailed to the stockholders of the Company as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the special meeting. The Company’s stockholders will also be able to obtain copies of the proxy statement, as well as other filings containing information about the Company, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: aabrams@cohenandcompany.com.
Participantsin the Solicitation
The Company, PWP and certain of their respective directors and officers, as applicable, may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Business Combination. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s 424B4 prospectus, which was filed with the SEC on September 25, 2020.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting, including certain of PWP’s officers, will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the Company intends to file with the SEC. This Form 8-K does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 30, 2020
| FINTECH ACQUISITION CORP. IV | |
|---|---|
| /s/<br> James J. McEntee, III | |
| Name: | James<br> J. McEntee, III |
| Title: | President |
8
Exhibit99.1
PerellaWeinberg Partners and FinTech IV
AnnounceExecution of Definitive Business Combination Agreement
PublicMarket Debut of a Leading Global Independent Advisory Firm
Established,Diversified Franchise in the U.S. and Europe
CompellingOpportunity to Grow Coverage Footprint and Advisory Service Offering
Cultureand Alignment Positioned to Drive Shareholder Value
Company to List on NASDAQ Under theTicker Symbol “PWP”
Transaction Includes Commitments fora $125 Million Common Stock Private Placement from Leading Institutional Investors Including Fidelity Management & ResearchCompany LLC, Wellington Management and Strategic Investor Korea Investment & Securities
PerellaWeinberg Partners’ Working Partners and Employees Will Own Approximately 50% of the Company Post-Closing
InvestorCall on December 30, 2020 at 8:00 am ET
NEW YORK, NY, December 30, 2020 – Perella Weinberg Partners (“PWP”), a leading global independent advisory firm, and FinTech Acquisition Corp. IV (NASDAQ: FTIV) (“FinTech IV”), a special purpose acquisition company, announced today that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company (the “Company”) will operate as Perella Weinberg Partners and will be listed on NASDAQ under the new symbol “PWP.” The transaction reflects an implied equity value for the Company of approximately $975 million.
Founded in 2006 by Joseph R. Perella, Peter Weinberg and Terry Meguid, PWP provides independent strategic and financial advice to a broad client base globally, including corporations, institutions, governments, sovereign wealth funds and private equity investors. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 560 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich and San Francisco. The PWP management team, led by Chairman, CEO and Co-Founder, Peter Weinberg, will continue to execute upon its growth strategy as a public company.
PWP CEO, Peter Weinberg, commented, “PWP has a proven track record of building an advisory firm centered on providing trusted, independent advice. We reached this milestone thanks to the trust and support of our clients over the years and the tireless efforts of all our employees who make PWP a truly unique place to work and a recognized leader in advisory services. As a publicly listed company, we will continue to invest in growing our advisory footprint and capabilities, to expand our client network and broaden our advisory service offerings.”
Betsy Cohen, Chairman of the Board of Directors of FinTech IV, said, “Over the past 15 years PWP has built a differentiated global brand in the independent advisory space. With the increasing complexity of today’s business environment, we believe demand for trusted independent advice is poised for years of significant growth. We believe PWP is well positioned to capitalize on this opportunity and has the expertise, the culture, the strategy, the brand and the alignment to realize continued growth into the future.”
Joseph Perella, Co-Founder and Chairman Emeritus of PWP, commented, “I have seen the role of the independent advisor evolve significantly over the past several decades. I am proud to see PWP take this historic step and enter the public markets, which we expect to strengthen our ability to grow our leading firm that clients turn to for trusted advice and thought leadership.”
Peter Weinberg, PWP CEO, added, “Betsy Cohen and the FinTech IV team have a long track record of supporting successful companies in the financial services sector with creative capital markets solutions. We are very pleased to partner with them to take this important step and believe they bring deep expertise and a broad network to facilitate our growth.”
PWPHighlights:
Expandingmarket for advisory services
| ● | Demand<br> for advisory services is expanding as clients navigate a period of significant change<br> and increased complexity |
|---|---|
| ● | Proven<br> independent advisory model poised to continue to gain market share |
| --- | --- |
Talentedteam of strategic advisors with a culture of collaboration
| ● | Recognized<br> for thought leadership across industries, geographies and products |
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| ● | Highly<br> collaborative culture that is fundamental to the firm’s success |
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| ● | Track<br> record of attracting, training and retaining top talent |
| --- | --- |
Clearstrategy to drive growth
| ● | Significant<br> opportunity to grow in existing, core markets |
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| ● | Adjacencies<br> and white space offer additional growth opportunities |
| --- | --- |
Strongand recognized brand in the advisory marketplace globally
| ● | Highly<br> regarded brand with a reputation for highest level of trust, quality and integrity |
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| ● | Expansive<br> network that provides access to a broad range of clients globally |
| --- | --- |
2
Fullalignment with all shareholders
| ● | Significant<br> ownership by working partners and employees drives highly aligned incentives to drive<br> shareholder returns through growth, margin expansion and disciplined return of capital |
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TransactionSummary
The transaction reflects an implied equity value for the Company of approximately $975 million at closing. The cash component of the consideration will be funded by FinTech IV’s $230 million cash in trust as well as a $125 million fully committed private placement in public equity at $10.00 per share from various strategic and institutional investors, including Fidelity Management & Research Company LLC, Wellington Management and Korea Investment & Securities, that will close concurrently with the business combination.
The net proceeds from the transaction (after addressing any potential redemptions by FinTech IV’s existing stockholders and transaction related expenses), will first go towards repayment of outstanding indebtedness. Up to approximately $110 million of net proceeds will be used to redeem a portion of ownership interests tendered for redemption by certain non-working PWP equity holders. Any remaining net proceeds will be used for general corporate purposes. At closing of the transaction, PWP expects to have a debt-free balance sheet with access to additional liquidity under an undrawn revolving credit facility.
Existing PWP equity holders, including current working partners and employees of the firm, will remain the largest investors by rolling over significant equity into the combined company, with working partners and employees retaining approximately 50% ownership immediately following the transaction (assuming no redemptions by FinTech IV’s existing stockholders).
Pursuant to the business combination agreement, FinTech IV will, subject to obtaining stockholder approval, adopt an amended and restated charter and bylaws and subscribe for and purchase for cash a portion of the equity of the existing PWP parent company, resulting in FinTech IV as the new parent company. Immediately following the closing, FinTech IV will change its name to Perella Weinberg Partners.
The business combination is expected to close in the first half of 2021, pending FinTech IV stockholder approval, regulatory approval and other customary closing conditions. Additional information about the business combination will be provided in a Current Report on Form 8-K to be filed by FinTech IV with the Securities and Exchange Commission (“SEC”) that will be available at www.sec.gov and will contain an investor presentation. In addition, FinTech IV intends to file a preliminary proxy statement on Schedule 14A with the SEC, and will file other documents regarding the transaction with the SEC.
Advisors
Perella Weinberg Partners LP is serving as exclusive capital markets and financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to PWP.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Financial Technology Partners are serving as financial advisors to FinTech IV. Keefe, Bruyette & Woods, a Stifel Company, is serving as buy side advisor to FinTech IV. Cantor Fitzgerald & Co., JMP Securities LLC and Wells Fargo Securities, LLC are acting as capital markets advisors to FinTech IV. Morgan Lewis & Bockius, LLP is acting as legal counsel to FinTech IV.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as private placement agents to FinTech IV. Davis Polk & Wardwell LLP is acting as legal counsel to the private placement agents.
3
InvestorWebcast and Call Details
Wednesday, December 30, 2020
8:00 am ET
Webcast
A conference call will also be available in the Investor Relations section of the Company’s website at http://www.pwpartners.com. To listen to the broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register and install any necessary audio software. A replay of the call will also be available for 90 days on the Company’s website.
Participant Operator Assisted Dial-In:
United States Toll/International: +1-201-689-8562
United States Toll-Free: +1-877-407-0789
A telephone replay will be available Wednesday, December 30, 2020, 11:00 am through Wednesday, January 13, 2021, 11:59 pm ET and can be accessed by dialing:
United States Toll/International: +1-412-317-6671
United States Toll-Free: +1-844-512-2921
Event ID: 13714596
On the call, the presenters will be reviewing an investor presentation, which will be filed with the SEC as an exhibit to the above referenced Current Report on Form 8-K prior to the call and will be available on the SEC website at www.sec.gov.
AboutPWP
Perella Weinberg Partners 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 private equity investors. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 560 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and San Francisco. For more information on PWP, please visit: http://www.pwpartners.com.
PWP Capital Management LP, which was previously the asset management business of PWP that was separated in 2019, will continue to operate as an independent privately-owned asset management firm and is not involved in the FinTech IV business combination.
AboutFinTech Acquisition Corp. IV
FinTech Acquisition Corp. IV is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the financial technology industry. The company raised $230,000,000 in its initial public offering in September 2020 and is listed on the NASDAQ under the symbol “FTIV.”
4
CautionaryStatement Regarding Forward Looking Statements
Certain statements made in this press release, and oral statements made from time to time by representatives of PWP and FinTech IV are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the potential combination and expectations regarding the combined business are forward-looking statements. In addition, words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “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. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
The forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, among others, the following: (1) the inability of the parties to complete the potential business combination or to complete the contemplated transactions; (2) satisfaction or waiver (if applicable) of the conditions to the potential business combination, including with respect to the approval of the stockholders of FinTech IV; (3) the ability to maintain the listing of the combined company’s securities on NASDAQ; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of FinTech IV or PWP as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that FinTech IV and PWP may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against FinTech IV, PWP or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; (12) changes in general economic conditions, including as a result of the COVID-19 pandemic; and (13) other risks and uncertainties indicated from time to time in the preliminary proxy statement of FinTech IV to be filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by FinTech IV. Forward-looking statements speak only as of the date they are made, and neither PWP nor FinTech IV undertake any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which FinTech IV has filed or will file from time to time with the SEC.
5
AdditionalInformation about the Transaction and Where to Find It
FinTech IV intends to file with the SEC a preliminary proxy statement in connection with the business combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the business combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the business combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. FinTech IV’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with FinTech IV’s solicitation of proxies for such special meeting, as these materials will contain important information about FinTech IV, PWP and the business combination. The definitive proxy statement will be mailed to the stockholders of FinTech IV as of a record date to be established for voting on the business combination and the other matters to be voted upon at the special meeting. FinTech IV’s stockholders will also be able to obtain copies of the proxy statement, as well as other filings containing information about FinTech IV, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: aabrams@cohenandcompany.com.
Participantsin the Solicitation
FinTech IV, PWP and certain of their respective directors and officers, as applicable, may be deemed participants in the solicitation of proxies of FinTech IV’s stockholders in connection with the business combination. FinTech IV’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of FinTech IV in FinTech IV’s 424B4 prospectus, which was filed with the SEC on September 25, 2020.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of FinTech IV’s stockholders in connection with the business combination and other matters to be voted upon at the special meeting, including certain of PWP’s officers, will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the business combination will be included in the proxy statement that FinTech IV intends to file with the SEC. This press release does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.
Contact
For Perella Weinberg Partners Investor Relations: investors@pwpartners.com
For Perella Weinberg Partners Media: media@pwpartners.com
For FinTech Acquisition Corp. IV: info@ftspac.com
6
Exhibit 99.2
| Betsy Cohen: | Hello and thank you for joining us. I’m Betsy Cohen, Chairman of FinTech IV and the FinTech Group. We are delighted to have the opportunity to partner with Perella Weinberg Partners in its transition from a private to a public company. |
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| PWP competes in the market for independent advisory services. This is a market which has seen dramatic expansion and great growth since the last credit crisis. Coming out of COVID, we feel that we are entering a new long-term period of expanded demand for expert, independent advice. | |
| In our view, PWP represents the most compelling investment opportunity to capitalize<br>on this growth opportunity. | |
| The uses of proceeds are appropriate for this transition. PWP will pay down its debt, provide<br> liquidity to non-working equity holders, and add additional working capital to fund expansion both horizontally by adding new<br> partners who can receive public currency equity; and vertically by adding additional services. | |
| The implied equity value is 15 times the 2021 estimated adjusted net income, a<br> significant discount to publicly traded peers such as PJT and Moelis, which have experienced growth in their multiple as the<br> marketplace recognizes and endorses the growth cycle for the services that PWP provides and will provide over the next years. So we have great growth potential<br>– cyclical and secular – very well priced to the market. | |
| And the working partners are locked up for a number of years, thereby assuring their greatest attention and alignment. | |
| I’m going to pass the microphone to Peter Weinberg, who is CEO of the company. Peter? | |
| Peter Weinberg: | Thanks very much, Betsy. |
| On Slide 5, I wanted to introduce<br>the speakers from the Perella Weinberg team today. In addition to myself, Dietrich Becker and Andrew Bednar are here. Dietrich<br>and Andrew are Co-Presidents of the firm. Dietrich is speaking from London, Andrew in New York. | |
| Gary Barancik, our CFO is also on the phone from New York, as am I. And all of us have worked together from the very early years of PWP, and we know the firm very well, and we certainly know each other well. |
Page 1 of 9
| On Slide 6 we put into context our firm from a historical perspective.<br>Joe Perella, Terry Meguid, and I started the firm almost 15 years ago. We saw a need from clients to have an independent, trusted,<br>sophisticated advisor. | |
|---|---|
| And we also felt that practitioners would be willing to join our platform. Almost 15 years later, now, we have ten offices in five countries. And Perella Weinberg Partners is recognized as a premium advisory brand around the world. | |
| On Slide 7, I summarize PWP.<br>And the point of this slide, really, is to emphasize our critical mass in terms of our business size, our people, our industry<br>coverage, our clients, our global scale, and our cumulative transaction volume. | |
| On Slide 8, I move to answer the question of why Perella Weinberg<br>Partners? These are five themes that we will all come back to throughout this presentation, but I wanted to summarize them here. | |
| First of all, we feel a significant tailwind in our marketplace. We feel that the demand for advisory services overall is increasing due to continued disruption and change in our market. In addition, the independent advisors, we believe will continue to take share. | |
| We believe that we have a very unique set of people. They are<br>thought leaders in their space and are actively covering clients around the world. But we also have a very collaborative culture,<br>which I will come back to later in the presentation. | |
| Our strategy is clear. We know exactly where we are going,<br> how we are going to get there, and when that will occur. | |
| Our brand is very strong and that really speaks to access around the world in the context of our business solicitation<br>efforts. | |
| Lastly, and perhaps most importantly, approximately 50% of the firm pro forma will be owned by working partners and employees. We are heavily incentivized to increase the top-line revenues, enhance margin, and return capital to shareholders. | |
| On that note, I will turn it over to Andrew Bednar to talk a bit more about the market, Andrew. | |
| Andrew Bednar: | Thank you, Peter. |
| Demand for independent advisory services, we believe, is poised for significant long-term secular growth. The high level<br> of conviction that we have in our growth thesis for the industry is underpinned by three key drivers – market scope,<br> market size, and market share. | |
| On market scope, you’ll see on Slide 9 on the left side of<br> the page, the traditional range of services that we provide. These are services in connection with M&A transactions. This<br> is, in fact, where we and most of the independent advisors started – largely as M&A boutiques. |
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| But today, the scope of services we offer is much broader and<br>continues to expand, and includes advising in connection with capital raising as well as restructuring advisory, which is on the<br>right side of the page. And for us, restructuring advisory includes a broad range of services from advising on Chapter 11 bankruptcies<br>at one extreme to providing liability management services to perfectly healthy companies seeking to manage debt maturities or lower<br>cost of capital. Again, that’s on the right side of Slide 9. |
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| The key driver of demand for all of our services, hence for an increasing scope of services is<br>really changed. As change occurs, the need for trusted expert advice increases, and that’s what we provide to our clients<br>every day – trusted expert advice. |
| Moving to Slide 10, it’s not just market scope that underpins<br>our conviction about growth, but also market size and market share that drives the growth in our business. This Slide 10 is only<br>showing the market for M&A services. |
| This is a very large market at $26 billion in fees. It has doubled since we started the firm and continues to grow as a result of three factors: transaction volume, transaction valuation, and complexity. These are powerful forces that we believe will continue driving the overall size of the M&A advisory market over time. |
| The third driver of growth for the sector is market<br>share. The independent advisory firms today have 17% of the M&A fee pool, and that share has grown substantially in the last<br>decade. And we believe there’s plenty of growth ahead as complexity and conflict drives the need for independence and expertise,<br>especially in the market for transactions over $1 billion in transaction value. |
| Let me finally make a point about the performance of our business<br>during the pandemic, which is Slide 11. We have a very flexible workforce that we deployed during the pandemic. |
| We mobilized our corporate finance experts to where they were<br>needed most, which for much of Q2 and Q3 was in capital raising advisory and in liability management. We have a client-centric<br>business model, so we are fully integrated by industry and product. And we meet client needs very rapidly and seamlessly. |
| We saw record demand for capital raising and for liability management<br>during Q2 and Q3 of 2020. And we believe the M&A markets troughed in late Q2, early Q3. This is setting up an unprecedented<br>backdrop for the industry. |
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| We are experiencing elevated demand for capital raising and<br>liability management services, and at the same time we are seeing a resurgence in M&A activity. And we believe this dynamic<br>will persist for the next few years as the high level of debt issuance earlier in 2020 sets up an extremely active refinancing<br>calendar over the next several years. | |
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| Let me now hand it over to Dietrich to discuss our industry and geographic footprint. Dietrich? | |
| Dietrich Becker: | Thank you, Andrew. |
| Over the next few slides, I will show how we are organized and<br>how we think about developing our business, how we’ve mapped ourselves against the market opportunity, and how we differentiate<br>from our peers. | |
| On Slide 12, you see the three dimensions of our business. We<br>are primarily organized by sector teams. We have six global sector teams. We approach our market through industry expertise –<br>through advisors who have great access to top decision makers in their respective sectors and who rank among the most recognized<br>and influential in their respective sectors. The second dimension of our business is geographic where we have our footprint in<br>North America and in Europe. And then thirdly, the advisory services which are constantly expanding as Andrew has already elaborated,<br>and which allow us to increase our revenue per client, per sector, and per geography in which we are active. | |
| On<br>Slide 13, we have mapped the market according to overall size in terms of transaction volumes per major sectors in which we are<br>active, and also per geography in the U.S. and Europe. As you can see here, we have deliberately built our business alongside the most significant markets. In<br>North America, energy, healthcare, and TMT are the most significant revenue opportunities. That’s where the most significant transaction<br>volumes are. In Europe, industrials is the largest market followed by TMT. We have very deliberately, over the years, started by<br>investing in each of those sectors, and have today a very diversified footprint of bankers and market positions in each of those<br>sectors which allow us to be meaningful revenue contributors in all of these areas. | |
| The real differentiator for the firm is the fact that we<br> have a significant presence in Europe. We started the firm in the U.S. and Europe at the same time. As a result of that, we<br> are one of the only major firms in our immediate peer group that has cracked the code, especially in continental Europe. France and Germany are particularly good examples of that where we have invested around a group of senior bankers who are highly recognized in their markets. And we have, today, a very attractive branding position in those markets, and a reasonable expectation to be around the most significant, and relevant transactions in those markets. |
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| In the rest of the world we tend to work with peer firms that are regional. We<br> work with them to give them access to our markets. And we have access to their clients in their markets. | |
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| Another way to look at our footprint is on Slide 15, where you<br>see the different types of revenue streams that we generate. On the left side you see large-cap transformational advisory assignments,<br>which are hard to get, often take a long time to do, but are associated with very significant fee events. | |
| In the middle you see what we would describe as our bread-and-butter<br>business in terms of sell-side oriented, more standard M&A transactions; again, many with household names, and also in many<br>cases very significant fee events. | |
| On the right side you see the more recent phenomenon of us working<br>in restructuring and capital markets transactions where the cadence of the business is quite different to the M&A business.<br>Once we are mandated, we have higher visibility on the revenue event; but where again, we have some very significant fee events,<br>and once again with important household names. | |
| The diversity of our revenue streams by geography, sector, and<br>across these different types of services puts us in a very good place and demonstrates the depth of our bench with senior producers<br>who are able to generate meaningful revenue across these three dimensions of our business. | |
| With that, I’ll pass it back onto Peter who will talk about our talent base. | |
| Peter Weinberg: | Thanks very much, Dietrich. |
| I’m going to turn to Slide 16. I wanted to talk more about the<br>partners who are so central to our history, but also our growth. I wanted to give you some texture on this important group of people. | |
| I mentioned earlier that we have 54 partners in the firm. It won’t surprise you to know that their average years of experience is approximately 25 years. Our partners have a fair amount of runway in the sense that their average age is 50. And I would say if you look at our recruiting pipeline, that number will be going down in the near future. | |
| A third of our partners have been partners for less than three years at our firm. That has an important implication with respect to productivity maturation amongst our partners. |
Page 5 of 9
| A third of our partners have been promoted internally which has an important effect on our culture. But also it’s an important message to send to campuses around the world, both universities and business schools where we recruit. |
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| And lastly, our partners are loyal as judged and measured by<br>time in seat at our firm and their prior firms. |
| On Slide 17, we move to talk about the components of our growth<br>engines at the firm. There are really three – one is growing the core. And what I mean by that is our existing businesses<br>that we are already in, the coverage footprint that we already have. |
| Expand in the gray space suggests adjacent businesses. In many<br>of our industry groups we have sub-sectors that we don’t currently cover, and we believe there’s significant growth in those areas. |
| And lastly, white spaces are new businesses where we need additional<br>resources. It’s part of the product suite that we are not in now, but it’s a very natural part of our dialogue with our clients. |
| Slide 18 really brings that to life in the sense of what we<br>did from 2016 to 2020. During that time period we made 41 new partners at the firm – 60% of those were from outside the firm<br>and 40% were promoted internally. |
| And you can see here that the growth really comes in three forms<br>– industry, geography, and product. With respect to industry, we merged with Tudor, Pickering, Holt in 2016, which put us<br>on the map in a very significant way in energy. With respect to geography, we added offices in Chicago and Los Angeles, as well<br>as Munich and Paris during this time period. And with respect to product, we added our European restructuring business, as well<br>as our debt capital markets advisory business. All of these were very well thought through. We had this view in 2016 that we would<br>grow the business in this way and we have a similar and clear view of how we want to grow in the next five years. |
| On Slide 19, we go back to our partners. This is really the<br>reinforcing model that we have to optimize our partner group. We grow and promote our own people. We train, mentor, and develop<br>our people – it’s an important part of our culture. We have some very strong people and future partners in our firm. |
| With respect to new hires, it’s important that we hire from<br>outside the firm – because it’s important to get new blood into the firm but also because they may have expertise that may<br>not reside currently within the firm in an industry group that we want to pursue a sub-sector. And lastly, managed attrition. It’s<br>important for us to constantly review our partners. It’s really those three factors which allow us to optimize our partner group. |
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| What do we look for? With respect to outside the firm, it’s very important that our candidates,<br>or even those who we wish to promote, have deep industry insights. They need to have broad advisory experience across a number<br>of different products, and also have a reputation for integrity. But most importantly, they must fit. They must be team players<br>and really want to be part of our firm and the way that it’s configured. We meet with many candidates who are very strong and excellent<br>candidates who don’t fit into the firm. And in that circumstance, we don’t hire them. | |
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| On that note, I’d like to turn it over to Gary Barancik, our CFO, to talk through some of the numbers, and then I will come back to wrap it up at the end. Gary? | |
| Gary Barancik: | Great, thank you, Peter. |
| Following on Peter’s theme about growth and investment, our financial results have really been driven by two key factors. First, we’ve been in a market environment that’s been quite robust through the end of 2019 and took a bit of a reset in early 2020 as a result of the COVID environment. | |
| The second is the evolution of our partnership from several<br>years of investment and optimization as Peter was just speaking to. These investments have allowed us to generate an average of<br>almost 15% growth in revenues through 2019, with the impact of the COVID environment driving a decline in M&A volumes in 2020. You can see here, the estimate for 2020 revenues of $485 million which we actually now believe we are going to beat for the year. | |
| 2018 deserves some explanation as that year benefited from a<br>combination of three factors: (1) a strong M&A environment, (2) a particularly successful year for PWP, and (3) some unusual<br>timing events, specifically about $70 million of revenues from 2016 announced transactions which did not close until 2018. Those<br>normally would have closed in 2017, and so you can see the impact of that. | |
| When you look at productivity on the right side of the slide,<br>2018 generated almost $16 million of revenue per partner. And even adjusting for that $70 million of revenue I mentioned, productivity<br>was over $14 million of revenue per partner. | |
| While 2018 is an outlier for us, it’s also representative of<br>the kind of performance our platform can generate when we are in a strong environment and the firm is performing very well. That<br>being said, 2019 is probably a more representative year of our average productivity where we saw $10.7 million of revenue per partner<br>in that year. |
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| One final comment on this slide – it’s important when<br>we talk about productivity to recognize that productivity is a mix of not only the business performance, but also the mix of new<br>partners joining the partnership. And I’ll come back to that. |
|---|
| So if we turn to Slide 21, these are just some of the key KPIs<br>that we use to measure and track our performance. And what I’ll say is overall, we like to see that the trend in $1 million dollar<br>plus fee clients has been pretty much steady to increasing during this period. And the concentration of revenues among our top<br>ten deals is also pretty steady during this period with good diversification across industry as well as lead partner among the<br>top deals in each of those five years that you see here. |
| So let’s talk a little bit about what’s driving our forecast<br>going forward. At the top line, the key drivers of revenue growth are really two factors. It’s productivity per partner and the<br>number of partners that we are adding each year. |
| Our projections assume that we are adding about seven or eight<br>partners per year – a mix of lateral hires and internal promotes. The productivity numbers that we are assuming are around<br>$10.2 million to $10.5 million per partner. |
| And if you look for a moment, I’m going to flip ahead to Slide<br>23. You can see by reference on Slide 23 that the $10.2 to $10.5 million per partner is actually below the average that we experienced<br>in 2017 to 2020. And that’s really a function of two factors. |
| First, because we are continuing to add new partners<br>at a pretty rapid rate, those new partners are assumed to enter the partnership at lower levels of productivity during their first<br>couple years as they ramp up to the levels that they will ultimately reach. Having a high level of partner growth while bringing<br>on new partners in a ramp-up mode keeps the overall level of productivity a bit lower than it would be if we were at a more mature<br>stage in our development. |
| The other point that’s driving<br>productivity is that we are assuming an environment for M&A which is more or less an average environment. We’re not assuming<br>a very robust environment through this forecast period because we don’t have perfect visibility into the future. And so we think<br>that’s an appropriate basis on which to form projections. That being said, the environment that we are in today is a very strong<br>environment and frankly, a much stronger environment today than the one that we are including in our forecast period over the medium<br>to long-term. |
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| So coming back to other key targets, we are assuming a compensation<br>expense ratio in the mid-60s through 2023. That ratio is a bit higher than most of our peers, but is consistent with the higher<br>growth peers. The ratio is at that level, in part, because we have to spend and invest in our comp margin to attract lateral hires.<br>There’s a compensation cost for bringing them onto the platform which gets reflected into our comp margin. As long as we are growing<br>and adding to our partner base, we expect to have a somewhat above average compensation expense ratio. And as growth slows in the<br>future, that compensation expense ratio should decrease to be more in line with some of the more mature peers of ours. | |
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| On the non-comp side, our non-compensation expenses are a mix<br>of both fixed as well as variable costs. The fixed component means we have pretty good operating leverage and so we expect our<br>non-compensation expense margin will come down to the high teens by 2023 and could come down a bit further in the future as revenues<br>continue to grow and we realize further benefits from operating leverage. | |
| In terms of our shareholder returns, we are initially targeting<br>a dividend yield of about 2% based upon the transaction pricing. And overall, we are going to pursue a share repurchase policy<br>which is really designed to mitigate the dilutive impact of stock-based compensation. | |
| And then finally, we are expecting to be debt free coming out<br>the blocks here, and we’ll have an undrawn revolver for short-term liquidity needs. | |
| So if we now turn to Slide 24, putting it all together, you<br>can see on the forward outlook, we are looking at revenue growth at the top line of about 11% to 12% a year, driving more significant<br>net income growth rates due to the operating leverage that I mentioned before. | |
| The 2019 and 2020 financials here are not directly<br> comparable because in those years we were operating as a private company, we had a private company compensation structure,<br> and we had interest expense from our balance sheet debt that we have today. And we have a tax line which is a<br> partnership tax, which does not reflect the corporate tax that we are projecting going forward. | |
| So with that, I’m going to turn it back to Peter for some concluding words. | |
| Peter Weinberg: | Gary, thank you. I’m just going to wrap up on Slide 25 by saying<br>that after 15 years as a private firm we are ready to enter the public markets and take the firm to a new level. |
| We have the tailwinds of the advisory market in which we<br> operate. We have a very clear, strategic roadmap going forward. And we have the<br> people, and the brand, and the alignment that will drive this growth that we’ve talked about. I thank you for listening and<br> thank you very much for your interest in Perella Weinberg Partners. | |
| [END OF TAPE] |
Page 9 of 9
Exhibit99.3

1 December 2020

2 Forward - Looking Statements This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Pa rtn ers,” the “Firm” or “PWP”) for use by PWP and FinTech Acquisition Corp. IV (“FinTech,” “FinTech IV” or “FTIV”) in connection with their proposed business combin ati on and the offering of securities of FinTech IV in a private placement. This Presentation contains forward - looking statements, which reflect PWP’s and FinTech IV’s current views with respect to, among other things, its operations, financial performance and prospects, its industry, markets and competitors an d t he regulatory environment in which it operates. You can identify these forward - looking statements by the use of words such as “outlook,” “believes,” “expects ,” “potential,” “projects,” “continues,” “may,” “will,” “should,” “seeks,” “target,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “antic ipa tes” or the negative version of these words or other comparable words. Such forward - looking statements are based on current expectations and assumptions and are subje ct to various risks and uncertainties, including those described in FinTech IV’s registration on Form S - 1, the proxy statement and / or prospectus relat ing to the proposed business combination to be filed by FinTech IV with the Securities and Exchange Commission (the “SEC”) and FinTech IV’s other public f ili ngs, and other risks and uncertainties that may not be currently predictable or are outside the control of FinTech IV and PWP. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Readers are cautioned not to pla ce undue reliance on any forward - looking statements and neither FinTech IV nor PWP intends, nor assumes any obligation, to update or revise these forward - looking statements, which speak only as of the date first made, except as may otherwise be required by the federal securities laws. To the extent that PWP provides guidance on a non - GAAP basis, it does not provide reconciliations of such forward - looking non - GAAP financial measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for the char ges reflected in PWP’s reconciliation of historic numbers, the amount of which, based on historical experience, could be significant. The securities to which this Presentation relates have not been registered under the Securities Act of 1933, as amended (the “Se curities Act”), or the securities laws of any other jurisdiction. FinTech IV is offering securities to which this Presentation relates in reliance on exemption s f rom the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a pub lic offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities p ass ed upon the merits of this offering or determined that this Presentation is accurate or complete. Any representation to the contrary is a criminal offen se.

3 Overview Of FinTech Acquisition Corp. IV Strong Strategic Partner ▪ Sponsor team brings deep expertise in the financial services sector ▪ Team has successfully navigated 13 companies in private - to - public transitions with a combined 150+ years experience in the financial services industry Impressive Track Record ▪ Proven track record of impressive shareholder returns across five combinations to date (1) ▪ Stellar reputation with institutions for quality asset selection Experienced Leadership Team ▪ Team with operational and financial expertise and an investors lens to complement PWP’s Leader in the SPAC Market ▪ Pioneer using the SPAC structure to unlock significant value in partnership with attractive companies seeking an avenue to the public markets Source: Public Filings, FactSet Notes: (1) Includes sponsor team’s four completed SPAC acquisitions and one pending acquisition (INSU Acquisition Corp. II’s pending a cquisition of Metromile , Inc) (2) Return on units based on acquisition consideration paid by First Data of $15.00 per share of CCN common stock and $3.99 p er CCN warrant (assumes warrants were issued within 30 days of acquisition closing), per tender offer statements filed by CCN and First Data with the SEC on 06/07/17 (3) Return based on IMXI common stock closing price as of 12/24/20; for each whole warrant, reflects 0.201 shares of IMXI com mo n stock and $1.12 in cash issued to warrant holders pursuant to IMXI’s Offer to Exchange Warrants filed on Form S - 4 with the SEC on 03/28/19 +90% return (2) from IPO to sale to First Data in July 2017 +80% return (3) Since IPO $250M Upsized PIPE

4 Transaction Overview ▪ Pro forma unlevered equity value of $977M (1) – Implied PF Equity Value / 2021E Adj. Net Income ~15.0x (2) – Implied PF Equity Value / 2022E Adj. Net Income ~13.0x (2) ▪ PWP to receive net cash proceeds of up to ~$325M (3) from SPAC and PIPE for: – Debt paydown – Liquidity to non - working PWP equity holders – Additional working capital ▪ Existing PWP equity holders and employees to hold ~70% PF ownership prior to redemptions (4) – Will be lower depending upon extent of non - working PWP equity holder redemptions ▪ PWP expects to have a debt - free balance sheet at closing with added undrawn revolver liquidity FinTech IV IPO Investors PWP (After Redemptions) 70% PWP PF (4) (Before Redemptions) PIPE Investors 22% 7% 12% 59% Source: FinTech IV Proposal, PWP Management Notes: Assumes no FinTech IV stockholder redemptions; (1) Based on transaction price per FTIV share of $10.00 and (a) 23.0M SPAC sh ar es, (b) 610,000 private placement shares, (c) 50.1M shares retained by PWP investors, (d) 12.5M shares purchased by PIPE investors, (e) 20% of the total 6.8M sponsor promote shares, or 1.4M shares, that are not subject to price - based transfer restrictions following the closing and (f) a transaction equity pool of 10.2M RSUs. Excludes (a) the four remaining 20% tranches of sponsor promote shares that cannot be sold or transferred until closing stock price exceeds $12.00, $13.50, $15.0 0 a nd $17.00, respectively, for 20 out of any 30 consecutive trading days, (b) 1.0M sponsor promote shares that will be forfeite d at closing, and (c) out of money warrants ($11.50 strike); (2) Assumes 2021E Adj. Net Income of $65.0M and 2022E Adj. Net In com e of $75.3M; Adjusted Net Income is a non - GAAP financial measure; (3) Reflects estimated transaction costs; actual costs may differ; (4) PWP remaining ownership of 70% (before $110M PWP equity redemption from PIPE raise) reflects dilutive impact of full promote amount and all RSUs as if fully vested and excludes any warrant dilution; (5) PWP interests will initially be held directly or indirectly through an operating partnership in an “Up - C” structure; as partnership interests are exchanged by p artners for shares, partners are expected to receive an entitlement to certain payments pursuant to a customary tax receivabl e agreement with the public company; (6) Assumes a $125M PIPE financing with $110M applied to PWP equity redemption; the amoun t o f cash applied to PWP equity redemption may change based on PWP equity holder demand, FinTech IV stockholder redemptions or PWP’s discretion to retain additional working capital; (7) Represents estimated debt plus make whole; actual amo unt of debt at closing date may differ; (8) Represents implied value of total PWP equity of $610.6M prior to closing Key Highlights Implied Sources & Uses Pro Forma Ownership Sources ($M) Uses ($M) FinTech IV Cash $230.0 Cash to Balance Sheet $15.0 Equity to PWP 500.6 Debt Repayment 200.0 PIPE Issuance 125.0 PWP Equity 500.6 PWP Equity Redemption 110.0 Transaction Fees 30.0 Total Sources $855.6 Total Uses $855.6 Sponsor Promote (4) (8) (3) (6) (7) (6)(8) (5)

5 Today’s Presenters FinTech IV PWP James McEntee President Betsy Cohen Chairwoman Daniel Cohen CEO Peter Weinberg Chief Executive Officer 14 years with PWP 39 years experience Dietrich Becker Co - President 14 years with PWP 29 years experience Andrew Bednar Co - President 14 years with PWP 26 years experience Gary Barancik Chief Financial Officer 14 years with PWP 30 years experience

6 PWP – A Leading Global Independent Advisory Firm Today 2006 ▪ Founded by Joe Perella, Peter Weinberg and Terry Meguid ▪ Established in New York and London ▪ Objective to provide critical advice to clients, built upon relationships of trust and a reputation for expertise and independent thinking ▪ 14 years of significant investments to grow footprint and franchises ▪ Expanded global footprint with 10 offices in 5 countries ▪ Recognized as a global premium advisory brand

7 Critical Mass And Momentum To Grow Exceptional Talent In Key Regions Deep Expertise And Broad Reach PWP At A Glance 54 Partners Avg. ~25 Years Experience ~560 Employees 10 Offices 5 Countries $502M in LTM Revenue 2016 PF 2019 15% CAGR (1) 2016 PF - 2019 Revenue 6 Industry Verticals 900+ Clients (2) 40+ Countries Transaction Value $1T+ Note: Information above is as of 09/30/20, unless otherwise noted (1) Based on annualized GAAP revenue growth from 2016 PF – 2019; 2016 PF revenue based on full year contribution of TPH (includ ing 11 months prior to the November 2016 combination) (2) As of 12/04/20

8 Why PWP? Our Market ▪ Demand for advisory services expanding in period of significant change ▪ Independent advisory model expected to continue to gain share Our People ▪ Independent thought leadership across industries, geographies and products ▪ Collaboration the cornerstone of our culture and key to our success Our Strategy ▪ Focused on sectors and regions with most compelling opportunity ▪ Significant opportunity to grow in existing, core markets ▪ Adjacent markets and white space create additional opportunities for growth Our Brand ▪ Highly regarded brand – reputation for highest quality and integrity ▪ Unique network that allows access to virtually any client in the world Our Alignment ▪ Significant ownership by working partners aligned with public shareholders ▪ Strong incentive to drive shareholder returns through growth, margin expansion and disciplined return of capital

9 Common Dynamics Drive The Need For Independent Advice Strategic Advisory Financing Advisory & Restructuring

10 Global M&A Fee Pool Independents’ M&A Fee Pool Independents in Top 25 Deals Independent Advisors Are Well Positioned In A Large Addressable Market 47% 72% L5Y 2005 L5Y 2019 $13.5B $26.1B L5Y 2005 L5Y 2019 Source: Dealogic Notes: L5Y denotes last five years, represented on an average annual basis Independent set includes PWP, Lazard, Evercore , Rothschild, Centerview , Guggenheim, PJT, Moelis , Houlihan Lokey and Greenhill Avg.: 9% Share 17% Share

11 x Nimble, Asset Light Model Ideally Suited for Changing World Resilience Of Independent Advisory Model Through The Pandemic x x x Validated Independent Advisory Model Strategic Advisory Poised for Rebound Rx & Capital Structure Advisory a Counter - Balance In Times of Crisis ▪ Demand for critical thinking and advice as important as ever ▪ Notable shift towards crisis management / balance sheet defense during peak pandemic ▪ Decision makers inwardly focused in Q1, focused on stabilization in Q2 and now focused strategically again ▪ Activity broadly robust today ▪ Historic pan - industry capital structure advisory need resulting from pandemic ▪ Dislocation expanding need for restructuring and capital markets advice ▪ Asset light model highly conducive to Work - From - Home model ▪ Integrated coverage model provides flexibility to allocate resources quickly to address client needs

12 Franchises Geographies Advisory Services Our Expertise And Reach North America ▪ New York ▪ San Francisco ▪ Houston ▪ Chicago ▪ Los Angeles ▪ Denver ▪ Calgary Europe ▪ London ▪ Paris ▪ Munich Industrials Financial Institutions Energy Healthcare Consumer & Retail Restructuring TMT

13 Substantial Opportunity To Grow Our Existing Franchises Industrials Financial Institutions Energy Healthcare Consumer & Retail Restructuring Source: Dealogic , S&P Global Ratings, Moody’s Notes: (1) Sector volumes reflect annualized target M&A volume of deals over $100M from 2016 – 2019 (2) US restructuring volume reflects annualized defaulted debt (as defined by Moody’s) plus distressed debt (as defined by S& P Global Ratings) from 2016 – 2019 (3) Europe restructuring volume reflects annualized defaulted debt (as defined by Moody’s) from 2016 – 2019 TMT (2) (3) US Europe PWP Presence Overall Volume (1) PWP Presence Overall Volume (1) ~$80B ~$110B ~$80B ~$90B ~$180B ~$170B ~$10B ~$120B ~$290B ~$90B ~$270B ~$220B ~$480B ~$149B Franchise

14 Critical Mass In Prevailing Advisory Geographies $1,750 $1,250 x 230 910 x 90 750 x 130 1,040 x 420 770 – 640 530 Source: Dealogic 2016 - 2019 Market PWP Focus Office Geography Collaborations Collaboration Coverage Effort Annualized M&A Volume ($B) Average Deal Size ($M) Our Focus Today 72% of M&A Volume

15 Lead Advisor Across Deal Size, Industry And Transaction Type $1.2B - $5.3B $1.4B $1.5B $775M €5B €4B $2B - $3.3B $3.2B $3.5B $608M $2.4B $12.5B $3.4B $9.2B $12B $26B $4B $8B $107B $12.8B $1.8B $9.5B $54B $24B $109B $43B Source: Press Releases, Public Information, Dealogic Capital Markets Capital Markets Creditor Company Capital Markets Capital Markets Capital Markets Creditor Company Capital Markets Creditor Creditor Company Company Company Large - Cap Advisory Mid - Cap Advisory Restructuring / Capital Markets

16 Experience And Runway To Build Longstanding Advisory Relationships Partner average years of experience Average age of Partners Partner average years of tenure at PWP plus prior firm Partners leading advisory franchises Partners with < 3 years at PWP Partners promoted internally 15 19 ~16 54 ~25 ~50 Note: Information above is as of 09/30/20

17 A Focused Growth Strategy People Industries Advisory Services Grow The Core ▪ Strengthen teams ▪ Expand coverage ▪ Cultivate junior talent Expand Into Grey Space ▪ Add in adjacent sectors ▪ Extend advisory capabilities ▪ Leverage established infrastructure Enter White Spaces ▪ Pursue new sectors and capabilities ▪ Expand range of advisory services

18 Recent Track Record Of Strategic Expansion Footprint Expansion Franchise Expansion Partner Hires & Promotes Paris Office TPH Combination (1) (Houston / Denver) LA Office Mizuho Collaboration TMT Industrials (LA) EU Restructuring Healthcare Expansion 5 Hires 4 Promotes 3 Hires 1 Promotes 6 Hires 4 Promotes 5 Hires 6 Promotes 2019 2018 2016 2017 Itaú Collaboration TPH Europe TPH Combination Industrials (Chicago) Chicago Office TPH Calgary Office UK Coverage C&R (Chicago) Capital Markets 2020 (2) Munich Office France Coverage 3 Hires 2 Promotes DACH Coverage Expansion US Restructuring Healthcare Expansion KDB Collaboration CICC Collaboration Notes: (1) In November 2016, we completed a business combination with Tudor, Pickering, Holt & Co., LLC (“TPH”), an energy - focused ind ependent advisory firm (2) Through 09/30/20

19 Careful, Methodical Approach To Growing Our Team Thought Leadership Deep industry insights Broad advisory experience Reputation of integrity Cultural Fit Team player Mentor and player / coach Committed to diversity and inclusion Optimizing The Base (Last 5 Years) How Do We Choose Our People? Net: +15 Partners (1) Grow & Promote New Hires Managed Attrition Note: (1) Reflects net partner increase from 12/31/15 (combined PWP and TPH) to 09/30/20

20 Historical Financial Performance Gross Revenue (GAAP) Productivity (Revenue / Avg. Partner) Growth 19% 68% (24%) (9%) 19% $352 $418 $702 $533 $485 $575 2016 PF 2017 2018 2019 2020E 2021E CAGR: 14.8% CAGR: 10.3% Notes: 2016 PF revenue based on full year contribution of TPH (including 11 months prior to the November 2016 combination) CAGRs reflect annualized GAAP revenue growth from 2016 PF – 2019 and 2016 PF – 2021E, respectively ($ in millions) 23% 30% 24% 28% 22% % of Partners < 3 yrs at PWP $8.5 $9.6 $15.8 $10.7 $9.1 $10.2 2016 PF 2017 2018 2019 2020E 2021E

21 Key Measures To Track Our Performance 5 3 6 5 3 4 1 4 6 2 158 187 197 179 161 65 94 105 100 85 $2.0 $2.1 $3.5 $2.9 $2.7 35% 32% 37% 39% 36% 37 47 68 81 64 # Clients $1M+ Average Fee Paying Client ($M) # Fee Paying Clients # Repeat Clients # Partner Promotes # New Partner Hires Top 10 Deals % of Total Revenue Notes: 2016 statistics for Average Fee Paying Client, # Fee Paying Clients, # Clients $1M+ and Top 10 Clients % of Total Revenue bas ed on PWP plus full year contribution of TPH (including 11 months prior to the November 2016 combination) (1) 2020 YTD statistics as of 12/04/20; based on approximation of booked revenue of $442.5M 2016 PF 2017 2018 2019 2020 YTD (1)

22 Our Targets Going Forward Partner Productivity Average of ~$10.2M in 2021 to ~$10.5M by 2023 Annual Partner Growth ~5 lateral & ~2 - 3 internal promotes Business Mix Steady mix across industries in M&A, Rx, Cap. Markets Adv. Adj. Comp Margin (1) Mid - 60%s through 2023 Adj. Non - Comp Margin (1) High - teens by 2023 Dividend Policy Initial target ~2% dividend yield Share Repurchase Policy Base repurchase to offset stock - based compensation dilution Cash Targets Ample cash to fund growth initiatives Added Liquidity Undrawn revolver for short - term liquidity needs Balance Sheet Shareholder Returns Operating Leverage Revenue Growth Notes: (1) Adjusted Compensation and Benefit Expense, Adjusted Non - Compensation Expense and related margins are non - GAAP financial mea sures

23 A Conservative Baseline For Growth Revenue / Avg. Partner Revenue / Avg. Full - Time Employee ($ in millions) $11.3 $10.7 $9.1 $10.2 $10.2 $10.5 '17-'20E Avg. 2019 2020E 2021E 2022E 2023E $1.040 $0.983 $0.848 $0.968 $1.022 $1.085 '17-'20E Avg. 2019 2020E 2021E 2022E 2023E

24 Summary Historical And Forecasted Income Statement 2019 2020E 2021E 2022E 2023E '19-'23E CAGR Revenue $533 $485 $575 $644 $716 7.6% % Growth (9%) 19% 12% 11% Adj. Comp Expense ($349) ($339) ($368) ($412) ($458) 7.0% % of Revenue 65% 70% 64% 64% 64% Adj. Non-Comp Expense ($135) ($108) ($123) ($131) ($135) 0.0% % of Revenue 25% 22% 21% 20% 19% Adj. Operating Income $50 $38 $84 $100 $123 25.5% % Margin 9% 8% 15% 16% 17% Interest Expense & Other ($3) ($2) $3 $- $- Adj. Pre-Tax Income $47 $35 $87 $100 $123 27.4% % Margin 9% 7% 15% 16% 17% Tax Expense ($2) ($4) ($22) ($25) ($31) Effective Tax Rate 25% 25% 25% Adj. Net Income $44 $31 $65 $75 $92 20.2% % Margin 8% 6% 11% 12% 13% Memo: Total Dividends - - $25 $29 $35 Payout Ratio - - 38% 38% 38% 2019 – 2023E Summary Non - GAAP P&L ($ in millions) Notes: (1) Adjusted Compensation and Benefit Expense, Adjusted Non - Compensation Expense, Adjusted Operating Income, Adjusted Pre - Tax I ncome and Adjusted Net Income are non - GAAP financial measures; See Appendix for 2019 reconciliations to GAAP (2) Does not include any corporate income tax in 2019 or 2020E; from 2021E onward, corporate tax rate pro forma for conversio n of all partnership units to shares (1) (1) (1) (1) (1) (2)

25 Why PWP? Our Market ▪ Demand for advisory services expanding in period of significant change ▪ Independent advisory model expected to continue to gain share Our People ▪ Independent thought leadership across industries, geographies and products ▪ Collaboration the cornerstone of our culture and key to our success Our Strategy ▪ Focused on sectors and regions with most compelling opportunity ▪ Significant opportunity to grow in existing, core markets ▪ Adjacent markets and white space create additional opportunities for growth Our Brand ▪ Highly regarded brand – reputation for highest quality and integrity ▪ Unique network that allows access to virtually any client in the world Our Alignment ▪ Significant ownership by working partners aligned with public shareholders ▪ Strong incentive to drive shareholder returns through growth, margin expansion and disciplined return of capital

26 Appendix

27 Compelling Relative Valuation Source: Public Filings, FactSet, FinTech IV Proposal Notes: Peer data as of 12/24/20, all estimates calendarized to 12/31 year end (1) PWP market cap and P/E reflect equity value based on FinTech IV proposal at pricing; assumes 2021E Adj. Net Income of $65 .0 M; Adjusted Net Income is a non - GAAP financial measure Side - By - Side Comparison Market Cap $977 $3,565 $4,895 $3,163 '21E Revenue $575 $880 $1,288 $1,049 '20E-'22E Rev. CAGR 15.2% 11.5% 12.3% 6.9% 15.0x 20.1x 18.9x 18.3x (1) ($ in millions) Price / 2021E Earnings

28 GAAP To Adjusted (Non - GAAP) Reconciliation Twelve Months Ended December 31, 2019 Total Compensation and Benefits - GAAP $543 Public company transaction related incentives (1) (1) Equity-based compensation (2) (193) Total Compensation and Benefits - Adjusted (Non-GAAP) $349 Total Non-Compensation Expense - GAAP $145 Business separation related expenses (3) (4) Business combination related expenses (4) (7) Total Non-Compensation Expense - Adjusted (Non-GAAP) $135 Operating Income (Loss) - GAAP ($155) Public company transaction related incentives (1) 1 Equity-based compensation (2) 193 Business separation related expenses (3) 4 Business combination related expenses (4) 7 Operating Income (Loss) - Adjusted (Non-GAAP) $50 Notes: (1) Public company transaction related incentives represents discretionary bonus payments directly related to milestone event s that are part of the reorganization and the combination with FinTech IV. These payments were outside of PWP's normal and recurring bonus and compensation processes (2) Equity - based compensation includes amortization of equity awards for annual issuances as well as grants associated with the TPH Business Combination. These awards would not have been dilutive to the holders of our Class A common stock (3) Business separation related expenses includes professional services fees incurred to facilitate the separation and reorga ni zation (4) Business combination related expenses include charges associated with the TPH Business Combination such as intangible ass et s amortization (5) Amortization of debt costs is composed of the amortization of debt discounts and issuance costs which is included in inte re st expense (6) There is no significant income tax impact of the adjustments shown to these GAAP financial statement line items ($ in millions) Twelve Months Ended December 31, 2019 Income (Loss) Before Income Taxes - GAAP ($162) Public company transaction related incentives (1) 1 Equity-based compensation (2) 193 Business separation related expenses (3) 4 Business combination related expenses (4) 7 Amortization of debt costs (5) 4 Income (Loss) Before Income Taxes - Adjusted (Non-GAAP) $47 Net Income (Loss) - GAAP ($164) Public company transaction related incentives (1) 1 Equity-based compensation (2) 193 Business separation related expenses (3) 4 Business combination related expenses (4) 7 Amortization of debt costs (5) 4 Net Income (Loss) - Adjusted (Non-GAAP) (6) $44

29 Legal Disclosures This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Pa rtn ers,” the “Firm” or “PWP”) for use by PWP and FinTech Acquisition Corp. IV (“FinTech,” “FinTech IV” or “FTIV”) in connection wit h their proposed business combination and the offering of securities of FinTech IV in a private placement. The information contained herein (the “Information”) is confiden tia l information. By accepting this Information, you agree that you will, and you will cause your directors, partners, officers, em ployees, attorney(s), agents and representatives to, use the Information only for your informational purposes in considering an investment in FinTech IV and for no other purpose and wil l not divulge any such Information to any other party. Any reproduction of this Information, in whole or in part, is prohibit ed. These contents are proprietary information and products of Perella Weinberg Partners. The Information contained herein is not an offer to participate in any corporate advis ory services or trading strategy nor an offer to buy or sell or a solicitation of an offer to buy or sell any security in any jur is diction in which the offer, solicitant or sale would be unlawful. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representat ive s or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure o f t he transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatm ent and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treat me nt of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of t he transaction. The Information presented herein including, but not limited to, Perella Weinberg Partners organizational structure, returns o r p erformance, benchmarks, market opportunity, industry and competitors, representative strategies, portfolio construction, capi tal izations, and expectations may involve PWP’s or FinTech IV’s views, estimates, assumptions, facts and information from other sources that are believed to be accurate and rel iab le and are as of the date this Information is presented — any of which may change without notice. Neither PWP nor FinTech IV have any obligation (express or implied) to update any or all of the Information or to advise you of any changes; nor do PWP or FinTech IV make any express or implied warrantie s o r representations as to the completeness or accuracy or accept responsibility for errors. The Information presented is for il lus trative purposes only and does not constitute an exhaustive explanation of the investment process, investment strategies or risk management. The financial projections, estimates and targets in this Presentation are forward - looking statements that are based on assumptio ns that are inherently subject to significant uncertainties and contingencies, many of which are beyond PWP’s and FinTech IV’ s c ontrol. While all financial projections, estimates and targets are necessarily speculative, PWP and FinTech IV believe that the presentation of prospective financial informatio n i nvolves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of pr eparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wider variety of significant business , e conomic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this Presentation should not be regarded as an indication that P WP or FinTech IV or their representatives considered or consider the financial projections, estimates and targets to be a reliab le prediction of future events. The securities to which this Presentation relates have not been registered under the Securities Act of 1933, as amended (the “Se curities Act”), or the securities laws of any other jurisdiction. FinTech IV is offering securities to which this Presentatio n r elates in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that d o n ot involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securitie s a uthorities, nor have any of these authorities passed upon the merits of this offering or determined that this Presentation is accurate or complete. Any representation to t he contrary is a criminal offense. This Presentation includes certain non - GAAP financial measures (including on a forward - looking basis) such Adjusted Compensation and Benefits Expense, Adjusted Non - Compensation Expense, Adjusted Operating Income, Adjusted Pre - Tax Income and Adjusted Net In come. PWP defines ( i ) Adjusted Compensation and Benefits Expense as GAAP compensation and benefits less public company transaction related incentives and eq uit y - based compensation; (ii) Adjusted Non - Compensation Expense as GAAP non - compensation expense less business separation related e xpenses and business combination related expenses; (iii) Adjusted Operating Income as GAAP operating income plus public company transaction relate d i ncentives, equity - based compensation, business separation related expenses and business combination related expenses; (iv) Adjus ted Pre - Tax Income as GAAP net income before income taxes plus public company transaction related incentives, equity - based compensation, business separation re lated expenses, business combination related expenses and amortization of debt costs; and (v) Adjusted Net Income as GAAP net in come plus after - tax amounts for public company transaction related incentives, equity - based compensation, business separation related expenses, business combination re lated expenses and amortization of debt costs. These non - GAAP financial measures are in addition, and not a substitute for or s uperior to, measures of financial performance prepared in accordance with GAAP and should be considered an alternative to revenue, operating income, pre - tax incom e or net income or any other performance measures derived in accordance with GAAP. Reconciliations of these non - GAAP financial measures to the most directly comparable GAAP counterparts are included in the Appendix to this Presentation. PWP believes these that these non - GAAP financia l measures (including on a forward - looking basis) provide useful supplemental information to investors about PWP. PWP’s managem ent uses forward - looking non - GAAP financial measures to evaluate PWP’s projected financial and operating performance. However, there are a number of limitatio ns related to the use of these non - GAAP financial measures. For example, other companies may calculate non - GAAP financial measures differently, or may use other measures to calculate their financial performance and therefore PWP’s non - GAAP financial measures may not be directly comparable to simil arly titled measures of other companies. Perella Weinberg Partners LP, Tudor, Pickering, Holt & Co. Securities, LLC, and Tudor, Pickering, Holt & Co. Advisors, LP are ea ch members of FINRA ( www.finra.org ) and SIPC. Additional Information About the Transaction and Where to Find It FinTech IV intends to file with the SEC a preliminary proxy statement in connection with the business combination and will ma il a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain im por tant information about the business combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the business combinatio n a nd other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of su ch matters. FinTech IV’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the defi nit ive proxy statement in connection with FinTech IV’s solicitation of proxies for such special meeting, as these materials will co ntain important information about FinTech IV, PWP and the business combination. The definitive proxy statement will be mailed to the stockholders of FinTech IV as of a record dat e to be established for voting on the business combination and the other matters to be voted upon at the special meeting. Fin Tec h IV’s stockholders will also be able to obtain copies of the proxy statement, as well as other filings containing information about FinTech IV, without charge, once availab le, at the SEC’s website at www.sec.gov , or by directing a request to: aabrams@cohenandcompany.com. Participants in the Solicitation FinTech IV, PWP and certain of their respective directors and officers, as applicable, may be deemed participants in the solicitation of prox ie s of FinTech IV’s stockholders in connection with the business combination. FinTech IV’s stockholders and other interested pe rso ns may obtain, without charge, more detailed information regarding the directors and officers of FinTech IV in FinTech IV’s 424B4 prospectus, which was filed with the SEC on September 25, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of FinTech IV’ s stockholders in connection with the business combination and other matters to be voted upon at the special meeting, includi ng certain of PWP’s officers, will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants i n t he solicitation of proxies in connection with the business combination will be included in the proxy statement that FinTech I V i ntends to file with the SEC. This Presentation does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.
Exhibit 99.4
CLIENT LETTER
Subject: PWP to Become a Publicly Traded Company
Dear [NAME],
I hope you and your families are having a safe and healthy holiday season.
We wanted to share some exciting news with our clients. PWP has announced a business combination with FinTech Acquisition Corp. IV, whereby upon closing PWP’s advisory business will become a publicly listed company. This transaction is a logical step forward for our firm, enabling us to deepen our investment in our coverage footprint, extend our advisory capabilities into new sectors and geographies and further expand our teams with the addition of best-in-class talent.
FinTech IV is sponsored by the Cohen family, who are well known for their expertise in the financial services sector and who have an impressive track record of supporting successful companies through innovative SPAC transactions. They have a strong post-SPAC transaction performance track record, and they provide PWP with access to capital that will accelerate our growth. Upon closing, the combined company will operate as PWP and will be listed on NASDAQ under the new symbol “PWP”.
Nearly fifteen years ago, Joe Perella, Terry Meguid and I founded PWP to offer an independent alternative to the traditional investment banking model. At the core of our pursuit was a singular objective: to provide trusted, conflict-free advice of the highest quality to clients facing mission critical situations – and doing so with utmost candor, objectivity, intensity and rigor.
We remain fully committed to that objective. Our unique, relationship-based approach has resonated with clients we have had the privilege of advising since 2006. As a result, our business has grown from eight founding partners to 54 partners and approximately 560 employees in 10 offices around the world. The philosophy on which we predicated the establishment of the firm has been validated by your support, and we are honored by the trust you have placed in us year after year.
While today’s announcement is an important milestone in our firm’s history, it will not change how we serve you. We will continue to bring the same unwavering dedication and attention that we did as a private company. You come first in all that we do.
The transaction is expected to close in the first half of 2021, pending FinTech IV stockholder and regulatory approval and the satisfaction or waiver of other customary closing conditions. In the meantime, additional information may be found in our press release.
Thank you for your trust and support over the course of this journey. We very much look forward to continuing our work together.
Best regards and Happy New Year,
Peter Weinberg
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Cautionary Statement Regarding Forward Looking Statements
Certain statements made in this document, and oral statements made from time to time by representatives of PWP and FinTech IV are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the potential combination and expectations regarding the combined business are forward-looking statements. In addition, words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “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. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
The forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, among others, the following: (1) the inability of the parties to complete the potential business combination or to complete the contemplated transactions; (2) satisfaction or waiver (if applicable) of the conditions to the potential business combination, including with respect to the approval of the stockholders of FinTech IV; (3) the ability to maintain the listing of the combined company’s securities on NASDAQ; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of FinTech IV or PWP as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that FinTech IV and PWP may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against FinTech IV, PWP or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; (12) changes in general economic conditions, including as a result of the COVID-19 pandemic; and (13) other risks and uncertainties indicated from time to time in the preliminary proxy statement of FinTech IV to be filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by FinTech IV. Forward-looking statements speak only as of the date they are made, and neither PWP nor FinTech IV undertake any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which FinTech IV has filed or will file from time to time with the SEC.
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Additional Information about the Transaction and Where toFind It
FinTech IV intends to file with the SEC a preliminary proxy statement in connection with the business combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the business combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the business combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. FinTech IV’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with FinTech IV’s solicitation of proxies for such special meeting, as these materials will contain important information about FinTech IV, PWP and the business combination. The definitive proxy statement will be mailed to the stockholders of FinTech IV as of a record date to be established for voting on the business combination and the other matters to be voted upon at the special meeting. FinTech IV’s stockholders will also be able to obtain copies of the proxy statement, as well as other filings containing information about FinTech IV, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: aabrams@cohenandcompany.com.
Participants in the Solicitation
FinTech IV, PWP and certain of their respective directors and officers, as applicable, may be deemed participants in the solicitation of proxies of FinTech IV’s stockholders in connection with the business combination. FinTech IV’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of FinTech IV in FinTech IV’s 424B4 prospectus, which was filed with the SEC on September 25, 2020.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of FinTech IV’s stockholders in connection with the business combination and other matters to be voted upon at the special meeting, including certain of PWP’s officers, will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the business combination will be included in the proxy statement that FinTech IV intends to file with the SEC. This document does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.
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