Overview
Pershing Square USA has filed to conduct a paired initial public offering that will involve two related entities under Bill Ackman’s management. The plan links shares of Pershing Square USA (PSUS), a closed-end investment company, with shares of Pershing Square Inc. (PSI), which is structured to serve as the parent company of Pershing Square Capital Management.
Offer mechanics
PSUS shares are being offered at a fixed price of $50.00 per share. As part of the transaction, investors who purchase PSUS shares will be allocated PSI shares at no additional charge on the basis of one PSI share for every five PSUS shares bought.
Size and proceeds
The issuers are targeting a minimum capital raise of $5.0 billion. That minimum includes a concurrent private placement totaling $2.8 billion. The filing sets a maximum aggregate offering size of $10.0 billion, before taking into account any underwriter overallotment options that might be exercised. The filing specifies that all net proceeds from both the public and private components of the transactions will be paid to PSUS; PSI will not receive proceeds from these offerings.
Trading and tickers
If completed, PSUS common shares would be listed and trade on the New York Stock Exchange under the ticker symbol "PSUS." PSI common shares, likewise, would trade on the NYSE under the symbol "PS."
Conditions and underwriting
The proposed offerings are conditioned on prevailing market conditions and the finishing of the Securities and Exchange Commission’s review of the registration statements filed by the companies. A syndicate of investment banks will underwrite the transactions, with Citigroup, UBS, BofA Securities, Jefferies and Wells Fargo named as global coordinators and bookrunners.
Source of information
The details reported here are drawn from the companies' announcement concerning the proposed public offerings. The filing and offering remain subject to regulatory review and market developments.