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We are a leading global independent advisory firm that provides strategic and financial advice to clients across a range of the most active industry sectors and international markets.
−Removed: We provide advisory services to a wide range of clients globally, including large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
+Added: Our wide range of global clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
We were founded in June 2006 with the opening of offices in New York and London, led by a team of ten seasoned advisory partners who previously held senior management positions at large global investment banks.
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We believe that our clients choose to engage us because they value our unbiased perspective and expert advice regarding complex financial and strategic matters.
−Removed: Our business provides services to multiple industry sectors, geographic markets and advisory service offerings.
+Added: Our business provides services to multiple industry sectors, geographic markets and advisory offerings.
We believe that our collaborative partnership and integrated approach combining deep industry insights, significant technical, product and transactional expertise, and rigorous work ethic create a significant opportunity for our Company to realize sustainable growth.
−Removed: We seek to advise clients throughout their evolution, with the full range of our advisory capabilities including, among other things, advice related to mission-critical strategic and financial decisions, mergers and acquisition (“M&A”) execution, shareholder and defense advisory, capital raising, capital structure and restructuring, capital markets advisory, specialized underwriting and research services for the energy and related industries.
+Added: We seek to advise clients throughout their evolution, with the full range of our advisory capabilities including, among other things, advice related to mission-critical strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, and private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.
Since our inception, we have experienced significant growth in our business, driven by hiring professionals who are highly regarded in their fields of expertise, expanding the scope and geographic reach of our advisory services, deepening and expanding our client relationships and maintaining a firm culture that attracts, develops and retains talented people.
−Removed: In addition to our hiring and internal development of individual professionals, in November 2016, we completed a business combination with Tudor, Pickering, Holt & Co., LLC (“TPH”), an independent advisory firm, focused on the energy industry, that shares our culture and strategic vision, which increased our footprint in this sector.
−Removed: As of December 31, 2021, we serve our clients with 422 advisory professionals, including 60 advisory partners (which numbers include two advisory partners who retired from the Company in January 2022), based in ten offices, located in five countries around the world.
−Removed: We have demonstrated robust financial performance, achieving revenues of $801.7 million and operating income of $66.6 million for the year ended December 31, 2021, revenues of $519.0 million and operating loss of $14.6 million for the year ended December 31, 2020 and revenues of $533.3 million and operating loss of $155.1 million for the year ended December 31, 2019.
+Added: As of December 31, 2022, we serve our clients with 484 advisory professionals, including 64 advisory partners and 47 advisory managing directors, based in ten offices, located in five countries around the world.
+Added: We achieved revenues of $631.5 million and operating loss of $47.7 million for the year ended December 31, 2022, revenues of $801.7 million and operating income of $66.6 million for the year ended December 31, 2021 and revenues of $519.0 million and operating loss of $14.6 million for the year ended December 31, 2020.
The operating losses in 2022 and 2020 were largely due to amortization of the equity-based compensation awards granted by Professional Partners, which have no economic impact on PWP or PWP OpCo.
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We believe that clients are increasingly looking for an independent advisor who can serve as an unbiased sounding board, work with them in genuine partnership and be by their side as they navigate mission-critical and complex issues.
−Removed: We believe many factors drive the demand for such advice, including, but not limited to:
−Removed: Sector-Specific Transformation and Disruption:
−Removed: The sectors on which we focus are all experiencing change at an accelerating pace.
−Removed: Such change within a sector may be driven by new regulation, new competition, business model innovation and transformation and the increasing impact of technology, among other factors.
−Removed: Business leaders are highly focused on the effect of such change on their marketplace and the implications for their businesses.
−Removed: Business Growth:
−Removed: Business leaders all share a desire to grow their business and improve their position relative to their peers and the market overall.
−Removed: This focus on growth often can lead to organic and inorganic initiatives such as business or business model transformation, expansion through acquisitions, rationalization of certain low-growth, non-core elements of their businesses or the selection of technologies that can alter the trajectory of their businesses.
−Removed: Challenges for Leadership:
−Removed: Business leaders have to be vigilant in how they confront specific immediate and potential future challenges.
−Removed: These challenges can range from traditional business execution risk, to increased competitive risks, to funding and balance sheet constraints to shareholder initiatives or governance-related matters.
−Removed: These challenges are often highly complex and can be mission-critical to the success or survival of a company.
−Removed: Rapidly Changing Political and Regulatory Landscape:
−Removed: Changes in political regimes, regulation, monetary policies, tariff policies, tax policies, environmental laws, regulations and policies, migration policies and economic stability, among others, can have a significant impact on the decisions that business leaders make to drive the success of their businesses.
−Removed: The above issues are among the most important topics faced by business leaders every day, regardless of the size or the global nature of their business.
−Removed: In a business environment that is increasingly competitive, global, and undergoing significant transformation, we believe that business leaders will increasingly seek to partner with advisors who provide independent thought and advice to holistically navigate these opportunities and challenges and drive the long-term success of their businesses.
We believe that our collaborative partnership and integrated approach positions us well to stand by our clients and support them with independent thinking, expertise and knowledge, and that this can lead to an expanded demand for our advisory services.
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We believe the momentum driving demand for independent advice remains strong.
−Removed: When we founded our Company in 2006, this dynamic was driven largely by growing client concern about conflicts at the large financial conglomerates and a growing desire by bankers to join a pure play advisory platform, all of which became increasingly apparent during the 2008 global financial crisis.
−Removed: In our experience, our clients value a broad approach to independence—advisors who deliver deep industry, product and technical expertise rather than offer a wide array of financial products while also acting as transaction counterparty.
−Removed: Since 2005, the year before our founding, the demand for independent advice has increased significantly.
−Removed: On average, our peer independent advisory firms advised on 66% of volume from the top 25 announced M&A transactions in the five-year period ended December 31, 2021, up from 47% on average during the five-year period ended December 31, 2005, according to Dealogic.
−Removed: Similarly, according to Dealogic, the estimated M&A fee pool of our peer independent advisory firms averaged $5.4 billion in the five-year period ended December 31, 2021, up from an average of $1.2 billion in the five-year period ended December 31, 2005.
+Added: When we founded our Company in 2006, this dynamic was driven largely by growing client concern about conflicts at the large financial conglomerates and a growing desire by bankers to join a pure play advisory platform.
We expect the trend toward independent advice to continue as business leaders become increasingly experienced with the independent advisory model and believe our Company is well positioned to continue to capitalize on this trend.
Dynamic Mergers & Acquisitions Activity:
−Removed: We believe the M&A environment will remain active based on a variety of economic, regulatory and strategic factors, strong corporate balance sheets, significant undeployed venture and private equity capital, attractive financing markets, a rapidly accelerating trend toward global consolidation and business model transformation.
−Removed: However, we also see various factors which we believe could make our markets more volatile and 2022 a less active year in M&A than 2021 including rising interest rates and inflation, shifting US anti-trust policy, potential tax law changes, geopolitical developments, international hostilities and other factors.
−Removed: In 2021 and 2020, globally announced M&A volume reached $5.8 trillion and $3.7 trillion, respectively, with approximately 71% occurring in North America and in Europe, the markets in which we are primarily focused.
−Removed: Dealogic estimates that the global M&A fee pool averaged approximately $30 billion annually in the five-year period ended December 31, 2021, which illustrates the large market opportunity that exists today.
+Added: We believe the M&A environment will remain active over the long-term based on a variety of economic, regulatory and strategic factors, strong corporate balance sheets, significant undeployed venture and private equity capital, attractive financing markets, a rapidly accelerating trend toward global consolidation and business model transformation.
We believe that our Company is well positioned to further capitalize on these robust fundamentals and M&A trends, which we expect will continue to drive global growth of the financial advisory market.
−Removed: Growing Demand in Liability Management (Restructuring and Capital Markets) Advisory Services:
−Removed: We believe that, due to large debt issuances by companies in recent years, a steady liability management (including restructuring and capital markets) advisory market will continue to exist as interest rates rise and/or credit markets become more difficult to access, even with a stable macroeconomic environment and robust M&A activity.
−Removed: According to Dealogic, the past nine years represented record years in volume of corporate bond issuance in the United States, as companies took advantage of historically low borrowing costs to add leverage to their capital structures.
−Removed: Additionally, beyond typical capital structure-related issues, we believe that the pace of business model transformation driven by a changing regulatory backdrop, and technology innovation and unanticipated shock resulting from the COVID-19 pandemic, among other factors, will lead to an entirely different wave of restructuring activity as companies consider their readiness for such change and the requirements to fund their growth and success in such an environment.
−Removed: We believe our integrated industry and geographic approach positions us to provide solutions to clients in both robust and challenging economic environments.
−Removed: We also believe that our broad industry coverage is an attractive complement to our restructuring and capital markets advisory practices due to the often uncorrelated industry-specific challenges that can lead to disruption for companies in distressed situations.
−Removed: Our strong positioning in each of our primary areas of industry focus and our restructuring and capital markets advisory practices diversifies our revenues and differentiates us from our peers.
−Removed: Our Principles Define Our Strategy
−Removed: Since our founding in 2006, we have focused on building a trust-based, focused, and high-intensity advisory business that we believe is well positioned to deliver significant value to our clients, our shareholders, and our employees.
−Removed: Five key principles drive our approach:
−Removed: Relationships are Everything to Us:
−Removed: We cultivate deep, long-term relationships, which transcend traditional transactional dialogue.
−Removed: Our clients often rely on us to assist them in assessing opportunities and challenges throughout their corporate evolution.
−Removed: Partnership is at Our Core:
−Removed: We operate as a highly collaborative and integrated partnership defined by a culture of integrity, humility, rigor, and intensity.
−Removed: Working together is a critical ingredient of our success.
−Removed: Focused Internationally:
−Removed: Since its founding, our organization has been integrated globally and is deliberately focused on the most active advisory markets worldwide.
−Removed: Our closely integrated partnership approach enables us to efficiently leverage our deep industry expertise with clients across geographies.
−Removed: We Thrive in Complexity:
−Removed: We excel in complex, mission-critical situations where we can utilize our insights, experience, deep strategic thinking and personalized approach to partner with our clients to achieve their objectives.
−Removed: Independence is Core to Our Character:
−Removed: We strive to be viewed as independent thinkers and our goal is to attract people to the Company with innovative, independent views and a willingness to speak with candor.
−Removed: We are not afraid to voice our perspective and are not afraid for “no” to be the right answer.
−Removed: We believe these principles capture the essence of who we are and how we seek to be thought of in our markets.
−Removed: If we remain focused on these principles, we believe clients will continue to have the confidence to put their trust in us.
+Added: Growing Demand in Financing and Capital Solutions Advisory Services:
+Added: We believe that, as the complexity of capital markets has increased, so too has the need for independent advice surrounding financing and capital structure, both in the context of M&A transactions as well as standalone financial decisions.
+Added: The independent advisory model is well-positioned within the backdrop of a credit market, where increasingly clients seek out advice from non-underwriter parties and look to work directly with capital providers.
+Added: We believe that our broad industry coverage is an attractive complement to our financing and capital solutions advisory practice and allows us to leverage combined expertise to advise clients on complex and nuanced capital structure and financing matters, while diversifying our revenues and differentiating us from our peers.
Our Key Competitive Strengths
−Removed: When we founded the Company, we saw a compelling market opportunity to create a platform with deeply experienced, senior advisory professionals from the most reputable institutions around the world to focus solely on advising clients without the distractions and conflicts that may often plague senior bankers at large investment banking institutions.
−Removed: Over fifteen years later, we have built a leading global independent advisory platform offering a range of advisory services.
+Added: When we founded the Company, we saw a compelling market opportunity to create a platform with deeply experienced, senior advisory professionals from the most reputable institutions around the world to focus solely on advising clients.
+Added: We have built a leading global independent advisory platform offering a range of advisory services.
Our success has been driven by the trust bestowed upon us by our clients, the high-caliber professionals who have joined the Company, and the continued growth in demand for independent advice.
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We believe our clients increasingly value advisors with deep industry insights when making strategic decisions that impact their businesses.
−Removed: These insights develop from extensive transaction experience and deep technical knowledge, and they serve as a platform for thought partnership with clients.
Our primary areas of industry focus include:
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We strive to attract and elevate individuals who are, or will be, considered thought leaders in their fields of focus.
−Removed: We believe our focused teams in the industries, geographies and product areas in which they specialize are leaders in their fields.
−Removed: We plan to continue investing in and developing professionals who will enhance our reputation as thought partners of choice to the leaders in the sectors, geographies and products on which we focus.
Independent Thought:
−Removed: Our foundation is rooted in a conviction, among other considerations, that clients would increasingly seek out advisors who offer independent thinking and who are not burdened by the complicated conflicts that large investment banking institutions may face due to their various businesses.
−Removed: We believe that our independence remains critically important and is increasingly valued by clients.
+Added: We believe our clients seek out advisors who offer independent thinking and who are not burdened by the complicated conflicts that large investment banking institutions may face due to their various businesses.
We believe that our clients choose to partner with us because they value our unbiased perspectives and expert advice regarding complex financial and strategic matters, and appreciate the combination of candor and alignment of interests with their objectives that is at our core.
Innovation, Creativity and Ingenuity:
−Removed: From the very beginning, we have strived for differentiation.
We seek original and exceptional ways to deliver value to our clients and to improve the way we operate.
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We earn trust—our most important currency with clients and each other—first and foremost through integrity.
−Removed: We demand integrity from all of our employees in the way that they tackle their day-to-day duties, the way in which they treat clients and the way we treat each other.
Integrity applies to everything we do as advisors, including the quality of the industry insights we share and our willingness to advise against transacting when an opportunity is not beneficial to our client.
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As an advisory firm, the primary assets we bring to bear on any engagement are deep insights and creative ideas.
−Removed: However, great insights and ideas alone are not sufficient.
−Removed: In order for us to earn the role as a client's advisor of choice, we must complement such insights and ideas with tireless work ethic, rigor, and intensity in everything we do in partnership with our clients.
+Added: However, in order for us to earn the role as a client's advisor of choice, we must complement such insights and ideas with tireless work ethic, rigor, and intensity in everything we do in partnership with our clients.
Our intensity extends throughout our business, from our junior personnel to our most experienced advisory professionals.
−Removed: We believe that if we can continue to maintain these standards, we will retain our reputation as a partner of choice.
We believe the attributes above are all critical components of our success.
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This expansion will be driven by our ability to attract and develop outstanding professionals who complement or expand our market presence or broaden our advisory product offerings.
−Removed: Based on our partners' expertise and client relationships, we believe our coverage presence in each of our industry sectors reaches between one-quarter and three-quarters of the relevant subsectors in the U.S.
−Removed: and between one-quarter and one-half of the relevant subsectors in Europe.
As we execute on our growth strategy, we expect to expand our relationships with clients and the capabilities we can offer them, which will enhance our position as a leading independent advisory firm.
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As we grow our business, we seek to deepen and expand our client relationships, which are the foundation of our Company's success.
−Removed: We believe that we can accomplish this by applying a combination of our deep sector expertise, our propensity for independent thought and our tireless and intense work ethic to confront the most complex challenges that our clients face.
As our relationships with clients grow, we strive to be a more integrated partner in their strategic dialogue in a manner that goes beyond traditional transactional work.
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Broadening Client Coverage in Our Markets of Focus:
−Removed: We have established a strong global presence in six industry sectors across which we apply our recognized M&A, capital markets and restructuring expertise to assist clients as they tackle critical decisions for their businesses.
−Removed: While we believe we have successfully established well-regarded practices in these core industry areas, we believe that we have substantial head room to further expand our coverage in these sectors.
−Removed: We intend to continue to invest in our areas of strength, and remain focused on the most relevant sectors and geographies for our business.
−Removed: In addition, we expect to cautiously expand our industry coverage footprint and our geographic presence in markets we believe represent a substantial commercial opportunity for the Company.
+Added: We have established a strong global presence in key industry sectors across which we apply our recognized M&A and financing and capital solutions expertise to assist clients as they tackle critical decisions for their businesses.
+Added: While we believe we have successfully established well-regarded practices in these core industry areas, we believe that we have substantial head room to further expand our coverage.
Expanding Our Advisory Capabilities to Better Serve Our Clients:
−Removed: We provide a range of advisory services to our clients, including strategic advisory, M&A, restructuring and capital structure advisory, capital markets advisory and energy underwriting and research.
−Removed: We believe we have established a reputation for the quality of our advice across these products and will continue to deepen our capabilities in the core product areas we compete in today.
−Removed: As we expand our client base and deepen our relationships with those clients, their need for a broader and more developed array of advisory services may grow.
+Added: We provide a range of advisory services to our clients, including strategic advisory, M&A, shareholder and defense advisory, financing and capital solutions, and energy underwriting and research.
+Added: We will continue to deepen our capabilities in the core product areas we compete in today.
We plan to also invest in expanding our capabilities to provide additional advisory services where we believe such expansions can represent a compelling value proposition to our clients and an attractive commercial opportunity for us.
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We believe that the market for advisory services is undergoing a period of transition away from solely transactional advice.
−Removed: Independent thought leadership and critical and innovative thinking are increasingly valued and expected from a trusted advisor on a continuous basis.
To succeed in this new paradigm, we plan to invest rigorously in driving innovation in the way we work with clients, in the ideas that we generate for clients and in insights into the specific challenges our clients face in their target markets, taking into account, among other things, the technological disruption currently facing all industries.
Attracting, Developing and Retaining World-Class Talent to the Company:
−Removed: Attracting and retaining world-class talent at the Company is a critical component to our growth and to our success.
+Added: Attracting, developing and retaining world-class talent at the Company is a critical component to our growth and to our success.
We will continue to attract, develop and retain advisory professionals who seek an environment where they can collaborate to deliver excellent advice to their clients.
−Removed: The profiles of the people we aim to recruit are consistent in that (i) they have a strong desire to devote their full time to advising clients, (ii) they are highly committed individuals, often with a long track-record at their prior firm, (iii) they are not afraid to be honest with their clients when “no” might be the right answer, (iv) they are willing to make a long-term commitment to our Company and (v) they are committed to mentorship and investing in expanding our commitment to diversity and inclusion.
−Removed: We have also put significant emphasis on the training and development of all of our professionals, and plan to continue investing meaningful resources in our human capital with commitment to investing in diversity and inclusion.
−Removed: As a result, we have a deep bench of internally developed talent at all levels, as evidenced by an increasing number of internal senior promotions.
−Removed: We believe that the combination of our efforts to internally develop professionals and to continue growing through lateral hires provides for a vibrant environment that fosters adoption of best practices and diversity.
Maintaining Discipline in How We Manage Our Business:
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This culture of accountability helps ensure that appropriate balance is in place to drive responsible profit margin expansion over time while at the same time continuing to invest in growth.
−Removed: We also apply opportunities for investment to drive innovation, investments in external hires and the establishment of new offices.
−Removed: We believe that this discipline will enable us to maintain our competitive edge while also delivering appropriate returns and long-term value creation to our shareholders.
We believe all of these factors are important to our continued success.
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Since our inception, we have advised over 1,000 clients on transactions in over 45 countries.
−Removed: We seek to generate repeat business from our clients by becoming long-term partners to them, rather than being viewed as solely transaction focused.
−Removed: In an effort to develop new client relationships, we maintain an active dialogue with a large number of potential clients, as well as with their financial and legal advisors, on an ongoing basis.
−Removed: We continue to build new relationships through our business development initiatives, proprietary client engagement (including sector or product focused conferences), growing our senior team with professionals who bring additional client relationships, and through introductions from our strong network of relationships with senior executives, board members, attorneys and other third parties.
−Removed: We have also grown our business through client referrals, which we proudly believe validates such clients' satisfaction with our services.
Our Advisory Services
We seek to advise our clients throughout their corporate evolution, with the full range of our advisory capabilities.
−Removed: Those services include advice related to mission-critical strategic and financial decisions, M&A execution, shareholder and defense advisory, capital raising, structure and restructuring, capital markets advisory, energy underwriting and equity research.
+Added: Those services include advice related to mission-critical strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, and private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.
M&A and Strategic Advisory:
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In these situations, we believe we have built a reputation for providing valuable insights, experience, deep strategic thinking, rigor, technical expertise and a personalized approach in our partnerships with our clients to thoughtfully achieve their objectives.
−Removed: Liability Management and Capital Structure Advisory:
−Removed: We have built a leading franchise to serve the liability management market (including restructuring).
−Removed: Our liability management professionals partner with our industry professionals to provide holistic advice related to capital structure and potential solutions in anticipated or actual financial distress situations, including corporate workouts, Chapter 11 proceedings, and prepackaged bankruptcies.
−Removed: We advise both companies and creditors, utilizing our strong relationship network to access capital, identify potential partners and drive support for our transactions.
−Removed: We understand that during times of financial distress, having a true and trusted partner as an advisor is of critical importance, and our partnership and collaboration with our clients during these times have helped us develop long-lasting relationships.
−Removed: Capital Markets Advisory:
−Removed: We also advise clients on capital markets matters, both in transaction-related and ordinary course financing execution.
+Added: Financing and Capital Solutions Advisory:
+Added: We have built, and are continuing to invest in, a leading franchise advising clients on capital markets matters, both in transaction-related and ordinary course financing execution.
We provide comprehensive capital structure advice and help our clients develop financing solutions tailored to their specific needs.
−Removed: We partner with our clients to advise on all aspects of public and private debt and equity transactions.
−Removed: For example, we have an active private capital raising business focused on providing privately marketed and negotiated financing solutions to clients requiring substantial amounts of capital to fund growth initiatives or other specific financing needs.
−Removed: We believe our independence and objectivity, coupled with our deep experience in such matters, inform our market views and enhance the likelihood of a successful transaction for our clients.
−Removed: Company Investments Including Special Purpose Acquisition Companies:
−Removed: We have a relationship with the sponsor of PWP Forward Acquisition Corp.
−Removed: I (“PFAC”), a special purpose acquisition company (“SPAC”) that was formed to effect a business combination with a company that is founded by, led by or enriches the lives of women.
−Removed: We may in the future have relationships with or invest in subsequent SPACs and similar entities.
−Removed: SPACs provide us with opportunities to use our expertise to assist private companies in accessing growth capital and becoming publicly-traded companies.
−Removed: In addition, we may in the future invest in companies, including our clients, or enter into new business lines, including alongside our clients, employees, officers and directors.
−Removed: We believe working with growth companies enhances our network and facilitates dialogues with other participants in those industries, and subsequently may lead to business opportunities.
−Removed: Collaborations with Other Firms:
−Removed: The Company has entered into collaborative relationships with certain other firms, including Mizuho Securities Co., Ltd., Banco Itau BBA S.A., and CICC US Securities, Inc.
−Removed: Under these collaborative relationships, the Company and such other firms have expressed their non-binding intention to provide strategic advice to certain companies within applicable regions.
−Removed: We believe that the collaborations, while generally not exclusive, will create new opportunities for the clients of both the Company and its collaborators as they benefit from the firms' combined experience, deep industry insights and market and regional intelligence.
−Removed: As part of the collaborations, the firms may second personnel to each other.
−Removed: The Company and its collaborators may approach applicable companies jointly and will seek to equitably share the fees earned from such clients.
−Removed: We are constantly evaluating the opportunity to collaborate with other organizations across disciplines to enhance our advisory service offerings to our clients.
−Removed: Since our inception, we have advised on over $1 trillion of M&A transactions with over 1,000 clients in over 40 countries across a broad range of transaction types.
−Removed: Our clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
−Removed: We strive to maintain long-term relationships with these clients and in many cases work with them across multiple transactions.
−Removed: Some illustrations of the noteworthy transactions in which we have advised clients in recent years include:
−Removed: Large-Cap Advisory Mid-Cap Advisory Restructuring / Capital
−Removed: Client Transaction Client Transaction Client Transaction
−Removed: Financial advisor to Royal Dutch Shell in connection with the $9.5B sale of Shell's Permian business to ConocoPhillips
−Removed: Financial advisor to Quidel in connection with Quidel's $6.0B acquisition of Ortho Clinical Diagnostics
−Removed: Financial advisor to Lufthansa in connection with its €2.1B capital increase
−Removed: Lead financial advisor to Baxter in connection with Baxter's $12.4B acquisition of Hillrom
−Removed: Financial advisor to HELLA in connection with HELLA's €6.8B business combination with Faurecia
−Removed: Financial advisor to Invitae Corporation in connection with its $1.15B Convertible Notes Offering to SB Management
−Removed: Financial advisor to Vonovia in connection with Vonovia's €29B business combination with Deutsche Wohnen
−Removed: Financial advisor to MKS Instruments in connection with MKS's $6.5B acquisition of Atotech
−Removed: Financial advisor to Garrett Motion in connection with its Chapter 11 process
−Removed: Advisor to the Independent Transaction Committee of Discovery, Inc.
−Removed: in connection with Discovery’s $22.2B business combination with AT&T’s WarnerMedia
−Removed: Financial advisor to Luminex in connection with its $1.8B sale to DiaSorin
−Removed: Capital markets advisor to Maravai LifeSciences on pricing of upsized Initial Public Offering
−Removed: Financial advisor to Veolia in connection with Veolia's €25.9B merger with Suez
−Removed: Exclusive financial advisor to Kraft Heinz in connection with the $3.35B sale of its Planters brand to Hormel Foods Corporation Independent capital markets advisor to Maravai LifeSciences on its follow-on offering of common stock
−Removed: Advisor to Owl Rock Capital Partners LP in executing a definitive business combination agreement with Dyal Capital Partners to form Blue Owl Capital Inc.
−Removed: and list on NYSE via a $12.5B business combination with Altimar Acquisition Corporation
−Removed: Financial advisor to PureCycle Technologies in its merger with Roth CH Acquisition I Co.
−Removed: and $1.2B listing on the Nasdaq
−Removed: Financial advisor to Royal Caribbean Cruises Ltd.
−Removed: in connection with multiple financing transactions across both the debt and equity capital markets
−Removed: Exclusive financial advisor to Northrop Grumman Corp.
−Removed: on the sale of its Federal IT and Mission Support Services Business to Veritas Capital Fund Management, LLC for $3.4B
−Removed: Financial advisor to Precision Medicine Group, LLC in majority investment and recapitalization transaction led by The Blackstone Group Inc.
−Removed: Advisor to the Ad Hoc Committee in Pacific Gas and Electric Company’s debt restructuring
−Removed: Exclusive advisor to Northrop Grumman Corp.
−Removed: in its $9.2B acquisition of Orbital ATK, Inc.
−Removed: Financial advisor to KKR in connection with KKR's $5.3B acquisition of Cloudera
−Removed: Financial advisor to Alta Mesa Resources, Inc.
−Removed: in connection with its Chapter 11 process
−Removed: Advisor to the Supervisory Board of Peugeot S.A.
−Removed: on its $26B merger with Fiat Chrysler Automobiles N.V.
−Removed: Financial advisor to KKR & Co.
−Removed: on its $4.3B acquisition of a majority stake in Coty Inc.’s Professional Beauty and Retail Hair businesses and $1.0B investment in Coty Inc.
−Removed: in the form of convertible preferred shares
−Removed: Financial advisor to Del Monte Foods, Inc.
−Removed: and Del Monte Pacific Limited on capital structure refinancing
−Removed: Sole financial advisor to Oaktree Capital Group, LLC in 62% sale to Brookfield Asset Management Inc.
−Removed: Lead financial advisor to Invitae Corp.
−Removed: in connection with $1.4B business combination with ArcherDX, Inc.
−Removed: Financial advisor to Sabre Corp.
−Removed: on its $1.1 billion secured and exchangeable note offerings
−Removed: Advisor to Altria Group, Inc.
−Removed: in connection with its stake in SABMiller plc’s $107B sale to Anheuser-Busch InBev SA/NV
−Removed: Sole financial advisor to PayPal Holdings, Inc.
−Removed: on its $4B acquisition of Honey Science Corporation
−Removed: Financial advisor to the Ad Hoc Group of Constitutional Debtholders on settlement with Puerto Rico Oversight and Management Board
−Removed: Advisor to Altria Group, Inc.
−Removed: in its $12.8B investment in JUUL Labs, Inc.
−Removed: Advisor to Occidental Petroleum Corp.
−Removed: on formation of Midland Basin JV with EcoPetrol for $1.5B
−Removed: Advisor to Legacy Reserves Inc.
−Removed: in its joint Chapter 11 plan of reorganization
−Removed: Financial advisor to Altria Group, Inc.
−Removed: on its $1.8B acquisition of Cronos Group Inc.
−Removed: Exclusive financial advisor to Cantel Medical Corp.
−Removed: on its $775M acquisition of Hu-Friedy Mfg.
−Removed: Exclusive financial advisor to the Special Committee of the WeWork Board of Directors
−Removed: Advisor to E.ON SE in its $54B acquisition of innogy SE and exchange of assets with RWE AG
−Removed: Exclusive advisor to SodaStream International, Ltd.
−Removed: in its $3.2B sale to PepsiCo Inc.
−Removed: Advisor to one of the largest creditors in Sears, Roebuck and Co.’s debt restructuring
−Removed: Lead advisor to Becton, Dickinson and Co.
−Removed: in its $24B acquisition of C.R.
−Removed: Advisor to Apache Corporation in the $3.5B formation of Altus Midstream LP
−Removed: Advisor to iHeartMedia, Inc.
−Removed: independent directors
+Added: We believe our independence and objectivity, coupled with our deep experience in complex financial matters, inform our market views and enhance the likelihood of a successful transaction, and in turn have helped us develop trusted and long-lasting relationships with our clients.
Our Commitment to Environmental, Social and Governance Leadership
13 unchanged sentences
At founding in 2006, we began the Company with 16 advisory professionals, including ten advisory partners.
−Removed: By 2010, we had grown our Company to 137 advisory professionals, including 24 advisory partners.
−Removed: By 2014, we had grown our Company to 183 advisory professionals, including 32 advisory partners.
−Removed: As of December 31, 2021, we serve our clients with 422 advisory professionals, including 60 advisory partners (which numbers include two advisory partners who retired from the Company in January 2022), based in ten offices, located in five countries around the world.
−Removed: The drivers of the growth of the Company include a combination of internal promotions, lateral recruiting in our areas of focus and, in the case of the TPH Business Combination (as defined below), the addition of a substantial number of new partners and advisory professionals through a business combination.
+Added: As of December 31, 2022, we serve our clients with 484 advisory professionals, including 64 advisory partners and 47 advisory managing directors, based in ten offices, located in five countries around the world.
+Added: The drivers of the growth of the Company include a combination of internal promotions and lateral recruiting in our areas of focus.
In addition to this promotion and addition of external hires, we have also maintained significant discipline in how we assess our advisory professionals within our culture and our strategic and financial objectives.
6 unchanged sentences
We recruit our junior professionals from the world's leading undergraduate and graduate programs.
−Removed: We have developed a dedicated campus recruiting effort through which we have hired approximately 280 analysts and associates since 2017.
We devote significant time and resources to attracting, training and mentoring our employees.
−Removed: This starts with positioning our Company to attract competitive, high caliber talent and providing a hands-on development platform from day one through our global internship program and full-time training program.
−Removed: As a testament to our efforts, in each of the last six years, the Vault Best Internship and Banking 25 surveys have ranked us Top Ten for Investment Banking Internships and Top Five for Formal Training.
−Removed: Following training, our junior professionals work closely with their deal teams to receive significant transactional experience across a wide range of products and industries.
−Removed: We believe this exposure enhances the investment banking experience and allows our junior professionals to develop and refine their proficiency in a broad variety of corporate finance matters at an early stage in their career.
+Added: This starts with positioning our Company to attract competitive, high caliber talent and providing a hands-on development platform from day one through our global internship program and early careers curriculum.
We are committed to talent retention, and our goal is to develop our brightest and most ambitious junior professionals into successful partners.
−Removed: To this end, as of December 31, 2021, 21 of our 60 advisory partners were promoted internally.
−Removed: Diversity, equity and inclusion, which is one of the focus areas of the Social pillar of our ESG initiative, have been foundational elements at our Company to create a workforce comprised of people with different backgrounds and experiences who can collectively bring a strong diversity of thought to our advisory services.
−Removed: In addition to a number of firm-wide policies and procedures to promote diversity, equal opportunity and anti-discrimination, our programs, such as the Global Women's Advisory Prep Program and the Global Advisory Diversity Prep Program, have been instrumental to increase representation of women and ethnically diverse junior professionals.
−Removed: Our focus and effort on recruiting and developing undergraduate women through the Women's Advisory Diversity Prep Program has significantly increased the number of women in our entry level classes since the program's launch in 2015.
−Removed: We have also implemented talent acquisition strategies, which include assessment training and resources, to ensure we attract and identify the best, most diverse junior professionals to our Company and provide an equitable hiring process.
−Removed: To further foster a diverse and inclusive culture, employees participate in an interactive Conscious Inclusion workshop to explore conscious and unconscious biases and their impact, increase awareness of our reactions to differences and develop strategies for implementing inclusive behaviors in the workplace.
+Added: To this end, as of December 31, 2022, 24 of our 64 advisory partners and 34 of our 47 advisory managing directors were promoted internally.
+Added: Diversity, equity and inclusion have been foundational elements at our Company to create a workforce comprised of people with different backgrounds and experiences who can collectively bring a strong diversity of thought to our advisory services.
+Added: In addition to a number of firm-wide policies and procedures to promote diversity, equal opportunity and anti-discrimination, our programs, such as the Global Advisory Women's Prep Program and the Global Advisory Diversity Prep Program, have been instrumental to increase representation of women and ethnically diverse junior professionals.
+Added: Our focus and effort on recruiting and developing undergraduate women through the Advisory Women's Diversity Prep Program has significantly increased the number of women in our entry level classes since the program's launch in 2015.
+Added: We have also implemented talent acquisition strategies, which include assessment training and resources, to ensure we attract and identify the best, most diverse junior professionals to our Company and to ensure an equitable hiring process.
In addition to recruiting and developing advisory professionals, we have also entered into formal relationships with certain senior advisors who work with our advisory professionals to augment our overall advisory services to our clients.
−Removed: These individuals are generally former business leaders who previously worked within the sectors on which we focus.
−Removed: They bring a wealth of personal experience confronting many of the challenges our clients face and thereby complement our thought partnership with our clients.
−Removed: Our senior advisors are specifically selected to help us broaden the profile of advisory services we can deliver to our clients and address a larger scope of our clients' challenges, beyond traditional investment banking advice.
As of December 31, 2022, we had 667 employees.
9 unchanged sentences
We also take multiple steps to ensure our ability to restore data in the event of data failure, corruption, accidental deletion, or malicious tampering.
−Removed: The TPH Business Combination
−Removed: On November 30, 2016, we completed a business combination with TPH, an independent advisory firm focused on the energy industry (the “TPH Business Combination”).
−Removed: TPH was founded in 2007 and is headquartered in Houston, Texas.
−Removed: This combination strengthened our position serving the energy sector and enabled deeper penetration in energy-adjacent sectors, such as chemicals and diversified industrials.
−Removed: The combination also added TPH's securities business, which we believe is recognized for its deep domain research and thought-leadership, and strengthened our capabilities in providing capital markets solutions to our clients.
PWP Separation
On February 28, 2019, we effected the separation of our advisory business from the asset management business of PWP OpCo pursuant to a master separation agreement, pursuant to which PWP Capital Holdings LP (“PWP Capital”) became the holding company for our asset management business and PWP OpCo continued to be the holding company for our advisory business (the “PWP Separation”).
−Removed: For additional information about the PWP Separation and our relationship with PWP Capital, see “Part III—Item 13.
−Removed: Certain Relationships and Related Persons Transactions, and Director Independence—PWP Related Party Transactions—Agreements with PWP Capital.”
Organizational Structure
28 unchanged sentences
In addition to the regulation we are subject to in the United States, we are also subject to regulation internationally.
−Removed: Perella Weinberg UK Limited (“PWP U.K.”) is authorized and regulated by the Financial Conduct Authority (“FCA”) and, as a limited license Prudential sourcebook for Investment Firms investment firm, is required to maintain, as a minimum, regulatory capital of the greater of:
−Removed: (a) its base capital requirement of €50,000;
−Removed: (b) the sum of its market and credit risk requirements;
−Removed: or (c) one-quarter of PWP U.K.'s annual fixed overheads calculated in accordance with European Union laws that have implemented the European Banking Authority's regulatory technical standards.
+Added: Perella Weinberg UK Limited (“PWP U.K.”) is authorized and regulated by the Financial Conduct Authority (“FCA”) and, as a Small Non-Interconnected investment firm, is required to maintain certain minimum regulatory capital.
+Added: Perella Weinberg Partners France SAS (“PWP France”) is authorized and regulated by the Authorite de Controle Prudentiel (“ACPR”) and the Authorite des Marches Financiers (“AMF”) and, as a class 3 investment firm, is required to maintain certain minimum regulatory capital.
Tudor, Pickering, Holt & Co.
Securities - Canada, ULC (“TPH Canada”) is registered as an investment dealer with the provincial securities regulators in the Canadian provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan, with the Alberta Securities Commission being TPH Canada's principal regulator under the passport system adopted by Canada's provincial and territorial securities regulators.
−Removed: TPH Canada is also a dealer member of the Investment Industry Regulatory Organization of Canada (“IIROC”), which adopts and enforces rules governing the capital, business conduct, record keeping, trading, individual registration and proficiency, governance, and examines the activities of, its member firms.
−Removed: Per IIROC's rules, TPH Canada is subject to a minimum capital requirement of $250,000 Canadian dollars, with additional capital requirements when TPH Canada participates in deal financings or executes trades outside of its carrying broker relationship.
+Added: TPH Canada is also a dealer member of the New Self-Regulatory Organization of Canada (“New SRO,” formerly the Investment Industry Regulatory Organization of Canada or “IIROC”), which adopts and enforces rules governing the capital, business conduct, record keeping, trading, individual registration and proficiency, governance, and examines the activities of, its member firms.
+Added: Per the New SRO’s rules, TPH Canada is required to maintain certain minimum capital, with additional capital requirements when TPH Canada participates in deal financings or executes trades outside of its carrying broker relationship.
Certain parts of our business are subject to compliance with laws and regulations of U.S.
29 unchanged sentences
The UK Bribery Act prohibits us from bribing, accepting bribes or making other prohibited payments to government officials or other persons (i.e., within the public or private sector) in order to obtain or retain business or gain some other business advantage.
−Removed: These offenses under the UK Bribery Act apply to acts or omissions that take place in the United Kingdom (“U.K.”) or outside the U.K., where the person's act or omission would constitute an offence if carried out in the U.K.
+Added: These offenses under the UK Bribery Act apply to acts or omissions that take place in the United Kingdom (“U.K.”) or outside the U.K., where the person's act or omission would constitute an offense if carried out in the U.K.
and the person has a close connection with the U.K.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.