v3.26.3
Business Combination
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination
Note 3—Business Combination
On September 1, 2026 (the “Acquisition Closing”), the Company acquired 100% of the equity interests of Gleacher Shacklock LLP (“Gleacher Shacklock”), an independent advisory firm headquartered in London that advises corporates, sovereign wealth funds, and institutions (the “Gleacher Shacklock Acquisition”). The purchase price of $82.6 million consisted of $27.6 million in cash and $55.0 million in equity.
Of the 3,382,587 shares of PWP Class A common stock to be delivered as equity consideration, 1,127,529 shares were issued at the Acquisition Closing. The remaining shares will be delivered in equal installments in the third quarters of 2027, 2028, and 2029. The Company also entered into compensation arrangements with certain Gleacher Shacklock employees totaling $46.8 million. These consist of guaranteed compensation arrangements and amounts contingent on certain client engagements generating revenue within one year of the Acquisition Closing. Because these arrangements require continued post-combination services, they were excluded from the purchase price. The Company recognizes the related compensation expense on a straight-line basis over the requisite service period, which is generally one to three years.
The Company recorded $66.5 million of goodwill on the Condensed Consolidated Statements of Financial Condition, all of which is expected to be deductible for U.S. income tax purposes, subject to the foreign tax credit limitations under Section 901(m) of the Internal Revenue Code. Management attributes the goodwill to Gleacher Shacklock’s reputation, operating expertise, and assembled workforce, as well as expected synergies from the combined entity. The Company also acquired customer relationships, which were recognized as identifiable intangible assets with an acquisition-date fair value of $11.9 million.
As of September 30, 2026, $1.4 million of the cash consideration was unpaid and is included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.
The Company incurred $1.8 million of transaction costs during the nine months ended September 30, 2026. These costs are included in Professional fees on the Condensed Consolidated Statements of Operations.
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at Acquisition Closing:
Assets
Cash and cash equivalents$8,212 
Accounts receivable462 
Prepaid expenses and other assets1,558 
Right-of-use lease asset3,936 
Intangible assets11,908 
Goodwill66,470 
Total assets acquired$92,546 
Liabilities
Accrued compensation and benefits$1,622 
Accounts payable, accrued expenses and other liabilities
1,550 
Deferred tax liability, net3,007 
Lease liability3,816 
Total liabilities assumed9,995 
Total net assets acquired$82,551 
Such fair values are preliminary estimates and are subject to adjustment up to the earlier of one year after the acquisition date or when additional information relative to the closing date fair values becomes available and such information is considered final.
The results of operations of Gleacher Shacklock have been included in the Company’s consolidated financial statements prospectively beginning on the acquisition date. Gleacher Shacklock has been fully integrated with the Company’s existing operations. Accordingly, post-acquisition revenues and net income are not discernible. Pro forma financial information for Gleacher Shacklock is not presented as the impact to the Company’s historical results is not material.