NEW YORK–(BUSINESS WIRE)– Pershing Square USA, Ltd. (“PSUS”), a closed end investment company managed by Pershing Square Capital Management, L.P. (“PSCM”), today announced that it has publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form N-2 (the “N-2 Registration Statement”) relating to a proposed initial public offering (the “PSUS IPO”) of its common shares of beneficial interest (the “PSUS Shares”).

Concurrently with the filing of the N-2 Registration Statement, Pershing Square Inc. (“PSI”), the prospective parent company of PSCM, publicly filed a registration statement on Form S-1 (the “S-1 Registration Statement,” and together with the N-2 Registration Statement, the “Registration Statements”) with the SEC relating to a proposed initial public offering (the “PSI IPO,” and together with the PSUS IPO, the “Combined IPO”) of its common stock (the “PSI Shares”).

The PSUS Shares are being offered at a price of $50.00 per PSUS Share and investors in the PSUS IPO will receive, for no additional consideration, 20 PSI Shares for every 100 PSUS Shares purchased. PSUS is seeking an aggregate offering size of at least $5,000,000,000 (inclusive of the gross commitments of $2.8 billion from a private placement which will be settled concurrently with, and will be contingent upon, the closing of the Combined IPO).

PSUS does not intend to increase the aggregate offering size such that the gross proceeds from the PSUS IPO and the private placement would be in excess of $10,000,000,000 (before any exercise of the underwriters’ overallotment option). PSUS intends to invest the net proceeds of the PSUS IPO in accordance with its investment objective and policies. All of the net proceeds of the Combined IPO will be received by PSUS and the Combined IPO will not result in any proceeds to PSI.

If the Combined IPO is completed, it is expected that both the PSUS Shares and the PSI Shares will be listed on the New York Stock Exchange under the symbols “PSUS“ and “PS,” respectively.

The Combined IPO is subject to market and other conditions and the completion of the SEC’s review process of the Registration Statements and there can be no assurance as to whether or when the Combined IPO may be completed or as to the actual size or other terms of the Combined IPO.

Citigroup Global Markets Inc., UBS Investment Bank, BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC are acting as global coordinators and bookrunners for the Combined IPO.

The proposed Combined IPO will be made only by means of prospectuses of PSUS and PSI. Once available, copies of the preliminary prospectuses may be obtained from: Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9145; UBS Securities LLC, Attention: Equity Syndicate, 11 Madison Avenue, New York, NY 10010, by telephone at (888) 827-7275, or by email at [email protected][email protected], with a copy to ECM Legal by email at [email protected][email protected][email protected].

Each of the Registration Statements has been filed with the SEC but neither of the Registration Statements has become effective. Neither the PSUS Shares nor the PSI Shares may be sold, nor may offers to buy be accepted, prior to the time the Registration Statements become effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any PSUS Shares or PSI Shares, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of PSUS Shares or PSI Shares will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.

Consider the investment objectives and policies, risk considerations and charges and expenses of PSUS carefully before investing. The preliminary prospectus that will be included in the N-2 Registration Statement will contain this and other information about PSUS and the preliminary prospectus that will be included in the S-1 Registration Statement will contain important information about PSI. All investments include the possibility of profits and the risk of loss, including the loss of principal.

Forward Looking Statements

Certain matters within this press release are discussed using forward-looking language and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements including (without limitation) the timing and details of the Combined IPO, the expected price at which the PSUS Shares will be offered and the ratio of PSI Shares to PSUS Shares that will be delivered and expectations relating to the listing of the PSUS Shares and the PSI Shares on the New York Stock Exchange. No assurance can be given that the Combined IPO will be completed on the terms described, or at all. Completion of the Combined IPO on the terms described is subject to numerous conditions, many of which are beyond the control of PSUS and PSI, including effectiveness of the Registration Statements, market conditions, general economic conditions and other factors, including those set forth under the heading “Risk Factors” in each of the preliminary prospectuses, which you should review carefully before determining whether to invest in the Combined IPO.

About Pershing Square USA, Ltd.

Pershing Square USA, Ltd. is a closed-end investment management company registered under the Investment Company Act of 1940, as amended, that will be advised by its investment adviser, PSCM following the completion of the PSUS IPO and its commencement of investment operations.

About Pershing Square Inc.

Pershing Square Inc. is the prospective parent company of PSCM that will result from the statutory conversion of Pershing Square Holdco, L.P., the current parent company of PSCM, from a Delaware limited partnership to a Nevada corporation prior to the effectiveness of the Registration Statements.

About Pershing Square Capital Management, L.P.

Pershing Square Capital Management, L.P., based in New York City, is a SEC-registered investment advisor to investment funds.

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Fran McGill
212 909 2455
[email protected]

Source: Pershing Square USA, Ltd.