Pershing Square Tontine Holdings, a blank check company formed by Bill Ackman of Pershing Square targeting "Mature Unicorns," is expected to price this week.
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The New York, NY-based company plans to raise $4.0 billion by offering 200 million units at $20. Each unit consists of one share of common stock and one-ninth of a redeemable warrant, exercisable at $23; common shares also have a right to receive at least two-ninths of a warrant provided that they are not redeemed in connection with a proposed business combination. The company originally planned to raise $3.0 billion before increasing the number of units offered last week. At the proposed price, Pershing Square Tontine Holdings would command a fully diluted market value of $4.0 billion, as the structure does not have the typical 20% founder shares ("sponsor promote").
Pershing Square Funds has committed to a forward purchase agreement in which it will buy $1.0 billion worth of units at $20 per unit upon the closing of an acquisition; these units will consist of one share of common stock and one-third of a warrant. Pershing Square may elect to purchase an additional $2.0 billion worth of units under the same terms.
As a result of the IPO and committed purchase agreement, the SPAC expects to have a minimum of up to about $5.0 billion in equity capital, subject to standard share redemptions, and as much as $7.0 billion, which includes the additional $2.0 billion in forward purchase units from Pershing Square Funds and excludes the $6.0 million in forward purchase units from its directors. With the proceeds, the SPAC plans to target a business with a market cap of $10 billion or more.
Pershing Square Tontine Holdings is led by CEO and Chairman William Ackman, the founder and CEO of Pershing Square Capital Management, and CFO Ben Hakim, who currently serves as a Partner at Pershing Square. Independent directors are Lisa Gersh, co-founder of Oxygen Media and former CEO of Alexander Wang, Goop, and Martha Stewart; Michael Ovitz, co-founder of Creative Artists Agency (CAA), Broad Beach Ventures, and senior advisor to Palantir Technologies; Jacqueline Reses, head of Square Capital and formerly the CDO of Yahoo! and the head of the US media group of Apax Partners; and Joseph Steinberg, Chairman of Jefferies Financial Group.
Pershing Square Tontine Holdings was founded in 2020 and plans to list on the NYSE under the symbol PSTHU. Citi, Jefferies, and UBS Investment Bank are the joint bookrunners on the deal.
