Perella Weinberg completes internal reorganization; AdCo Professionals merges into PWP OpCo

Perella Weinberg Partners

AdCo Professionals merged into PWP OpCo effective April 1, 2024; no consideration exchanged.
New Second A&R OpCo LPA allows quarterly exchanges of units to be settled in cash or shares at PWP's discretion.
Vesting acceleration agreements for certain OpCo and VoteCo units effective between April 2 and May 16, 2024.
ACU holders can convert portion of ACUs to cash on vesting to cover estimated tax liability.
Reorganization simplifies partnership structure; no change to economic rights of partners.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Perella Weinberg Partners entered into Agreement and Plan of Merger with PWP OpCo and AdCo Professionals valued at Merger of AdCo Professionals into PWP OpCo; no consideration exchanged (effective 2024-04-01).

Action: entry
Agreement: merger
Counterparty: PWP OpCo and AdCo Professionals
Value: Merger of AdCo Professionals into PWP OpCo; no consideration exchanged
Effective: 2024-04-01

Exact text from the filing

On April 1, 2024, as part of an internal reorganization and in accordance with Section 17-211 of the Act, AdCo Professionals merged with and into PWP OpCo (the “Merger”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Perella Weinberg Partners entered into Vesting Acceleration Agreements with holders of partnership units of AdCo Professionals and VoteCo Professionals, Perella Weinberg Partners LLC, PWP GP, VoteCo Professionals and PWP OpCo valued at vesting acceleration for OpCo Accelerated Units and VoteCo Accelerated Units between April 2, 2024 a (effective 2024-04-01).

Action: entry
Counterparty: holders of partnership units of AdCo Professionals and VoteCo Professionals, Perella Weinberg Partners LLC, PWP GP, VoteCo Professionals and PWP OpCo
Value: vesting acceleration for OpCo Accelerated Units and VoteCo Accelerated Units between April 2, 2024 a
Effective: 2024-04-01

Exact text from the filing

In connection with the Merger, on April 1, 2024, the Company entered into vesting acceleration agreements (collectively, the “Vesting Acceleration Agreements”), with certain holders of partnership units of AdCo Professionals and VoteCo Professionals, Perella Weinberg Partners LLC, PWP GP, VoteCo Professionals and PWP OpCo, pursuant to which, among other things, the vesting will be accelerated for (i) Partnership Class A-2 Common Units (“VCUs”) and Partnership Class A-3 Common Units (“ACUs”) of PWP OpCo (collectively, the “OpCo Accelerated Units”) and (ii) corresponding VCUs and ACUs of VoteCo Professionals (collectively, the “VoteCo Accelerated Units”, and together with the OpCo Accelerated Units, the “Accelerated Units”) on a day determined by PWP GP, in its sole discretion, between April 2, 2024 and May 16, 2024 (the “Vesting Acceleration”).

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395 material agreements filed in the last 30 days. Browse all material agreements →

Perella Weinberg Partners filing history →

Source: SEC EDGAR

accession 0001777835-24-000059

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