SC TO-I/A 1 pwp-sctoa2.htm SC TO-I/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
PERELLA WEINBERG PARTNERS
(Name of Subject Company and Filing Person (Issuer))
Warrants to Acquire Shares of Class A Common Stock
(Title of Class of Securities)
71367G110
(CUSIP Number of Class of Securities)
Vladimir Shendelman, Esq.
General Counsel
767 Fifth Avenue
New York, New York 10153
(212) 287-3200

(Name, address and telephone numbers, of person authorized to receive notices and
communications on behalf of filing persons)
Copies of communications to:
Joseph A. Coco, Esq.
Michael J. Schwartz, Esq.
Blair T. Thetford, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000
☐ Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)


This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Perella Weinberg Partners, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 22, 2022 (as amended, the “Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to each holder of the Company’s Warrants (each, a “Warrant”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to receive 0.20 shares of Class A Common Stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer was made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated August 15, 2022 (the “Prospectus/Offer to Exchange”), a copy of which is filed hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
Concurrently with the Offer, the Company solicited consents (the “Consent Solicitation”) from holders of the Public Warrants (as defined in the Schedule TO) to amend the warrant agreement, dated as of September 24, 2020 (the “Warrant Agreement”), by and between the Company (f/k/a FinTech Acquisition Corp. IV (“FTIV”)) and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to Warrant Agreement, dated as of November 10, 2021, by and among the Company, Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC, as warrant agent, to permit the Company to require that each Warrant (including each Private Placement Warrant (as defined in the Schedule TO)) that is outstanding upon the closing of the Offer be converted into 0.18 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 65% of the outstanding Public Warrants.
The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer and Consent Solicitation, and (ii) update Item 12 of the Schedule TO to include a press release issued by the Company on August 19, 2022, announcing the results of the Offer and Consent Solicitation.
Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read this Amendment No. 2 together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:
The Offer and Consent Solicitation expired at one minute after 11:59 p.m., Eastern Standard Time, on August 18, 2022. The Company has been advised that 7,389,511 Public Warrants (including 25,638 Public Warrants tendered through guaranteed delivery), or approximately 96.39% of the outstanding Public Warrants, and 96,959 Private Placement Warrants (including 18,169 Private Placement Warrants tendered through guaranteed delivery), or approximately 47.68% of the outstanding Private Placement Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered Warrants for exchange and settlement on or before August 23, 2022. In addition, pursuant to the Consent Solicitation, the Company received the approval of approximately 96.39% of the outstanding Public Warrants to the Warrant Amendment, which exceeds the 65% of the outstanding Public Warrants required to effect the Warrant Amendment.  The Company expects to execute the Warrant Amendment concurrently with the settlement of the Offer.
On August 19, 2022, the Company issued a press release announcing the final results of the Offer and Consent Solicitation as set forth above. A copy of the press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.


Item 12. Exhibits.
(a)    Exhibits.
Exhibit No.Description
(a)(l)(A)
(a)(1)(B)
(a)(1)(C)
(a)(1)(D)
(a)(1)(E)
(a)(2)Not applicable.
(a)(3)Not applicable.
(a)(4)
(a)(5)(A)
(a)(5)(B)
(a)(5)(C)
(b)Not applicable.
(d)(i)
(d)(ii)
(d)(iii)
(d)(iv)
(d)(v)
(d)(vi)
2

(d)(vii)
(d)(viii)
(d)(ix)
(d)(x)
(d)(xi)
(d)(xii)
(d)(xiii)
(d)(xiv)
(d)(xv)
(d)(xvi)
(d)(xvii)
(d)(xviii)
(d)(xiv)
(d)(xv)
3

(d)(xvi)
(d)(xvii)
(d)(xviii)
(d)(xix)
(d)(xx)
(g)Not applicable.
(h)
(b)    Filing Fee Exhibit.
Filing Fee Table.*
___________________
*Previously filed.
4

SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PERELLA WEINBERG PARTNERS
By:/s/ Gary S. Barancik
Gary S. Barancik
Chief Financial Officer
Dated: August 19, 2022