REG-Pershing Square Holdings, Ltd. Pershing Square Holdings, Ltd. Notes the Sale by Pershing Square Capital Management, L.P. of a 10% Common Equity Interest to Strategic Investors

Pershing Square HoldingsAnnouncement

03/06/2024 12:00

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Pershing Square Holdings, Ltd. Notes the Sale by Pershing Square Capital
Management, L.P. of a 10% Common Equity Interest to Strategic Investors

PSH Consents to Deemed Assignment of Investment Management Agreement

 

Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) today noted that
Pershing Square Capital Management, L.P. (“PSCM”), which serves as PSH’s
investment manager, announced a sale to strategic investors of a 10% common
equity interest in Pershing Square Holdco, L.P., a newly formed limited
partnership that owns 100% of PSCM.

In connection with the transaction, PSCM is completing an internal
reorganisation of its ownership structure (the “Reorganisation”) resulting
in the voting securities of Pershing Square being indirectly owned by a
limited liability company (“the LLC”), an entity which is controlled by
senior management of Pershing Square including Bill Ackman who is the largest
shareholder of the LLC.

Although PSCM will remain the Company's investment manager and its
counterparty under the Investment Management Agreement (the "IMA"), the
Reorganisation will result in a deemed assignment of PSH’s IMA for the
purposes of the Investment Advisers Act of 1940, which requires the consent of
the PSH board. The PSH board has agreed to approve the deemed assignment of
the IMA in accordance with the terms of the IMA and PSH's Articles of
Incorporation since it will have no impact on PSCM’s management team and its
role in managing PSH, and PSCM’s obligations under the IMA will be
unchanged.

The text of PSCM’s release is set forth below:

Pershing Square Capital Management, L.P. Announces Sale

of 10% Common Equity Interest for $1.05 Billion to Strategic Investors

Pershing Square Establishes Independent Board of Directors

New York, June 3, 2024 //- Pershing Square Capital Management, L.P.
(“PSCM”) today announced the primary sale of a 10% common equity interest
in Pershing Square Holdco, L.P. (“Pershing Square”) – a newly formed
limited partnership that owns 100% of PSCM – for a purchase price of $1.05
billion to a consortium of strategic investors including Arch Capital Group
Ltd. (NASDAQ: ACGL), BTG Pactual (BPAC11), Consulta Limited, ICONIQ Investment
Management, Menora Mivtachim Holdings, an international group of family
offices, and other investors.

“We are delighted to invite a group of world-class, long-term partners as
investors in our business, which has been entirely owned by Pershing Square
employees since our inception more than 20 years ago,” said Pershing Square
Founder and CEO Bill Ackman. He continued: “This new investment will help
accelerate our growth in assets under management in existing and new
strategies. As always, Pershing Square will remain intensely focused on
generating high, long-term returns for our investors.”

Concurrent with the closing of the minority investment, Pershing Square has
established an independent Board of Directors consisting of five independent
directors and four affiliates of PSCM. The independent directors are Kerry
Murphy Healey, President Emerita of Babson College; Orion Hindawi, Executive
Chairman of Tanium; Marco Kheirallah, partner at Lumina Capital; Nicholas
Lamotte, Executive Chairman of Consulta; and Christine Todd, Chief Investment
Officer of Arch Capital Group. The affiliate directors are Bill Ackman,
Chairman and CEO; Ryan Israel, CIO; Nick Botta, Vice Chairman; and Halit
Coussin, Chief Legal Officer.

In connection with the transaction, PSCM is completing an internal
reorganization of its ownership structure (the “Reorganization”) which
will result in the voting securities of Pershing Square being indirectly owned
by a limited liability company (“the LLC”), an entity which will be
controlled by senior management of Pershing Square including Bill Ackman who
is the largest shareholder of the LLC.

The Reorganization will result in a deemed assignment under the Investment
Advisers Act of 1940, but will not affect PSCM’s provision of investment
management services to the funds managed by PSCM. The purpose of the
reorganization is a technical one, that is, to minimize the likelihood of any
future deemed assignment, an issue that was important to resolve in connection
with the strategic sale transaction. In connection with the Reorganization,
each of PSCM’s funds, including Pershing Square Holdings, Ltd., approved the
deemed assignment of its Investment Management Agreement. The approval of the
assignment will have no impact on PSCM’s management team and its role in
managing the Pershing Square funds.

Also, in conjunction with today’s announcement, Ben Hakim has been appointed
as President of PSCM in addition to his continuing role as a member of the
Investment Team. Mr. Hakim, a Partner at Pershing Square, joined the
Investment Team in 2012 following 13 years at The Blackstone Group where he
was a Senior Managing Director. Nick Botta will become Vice Chairman of PSCM
and join the Pershing Square board. He previously served as President of PSCM.

BofA Securities, Citigroup, Evolve, Jefferies, and UBS Investment Bank served
as placement agents, and Sullivan & Cromwell LLP and Simpson Thacher &
Bartlett LLP served as legal advisors to PSCM on the transaction. Skadden,
Arps, Slate, Meagher & Flom LLP served as legal advisor to the U.S.
placement agents on the transaction.

Kerry Murphy Healey

Kerry Murphy Healey is President Emerita of Babson College and a lecturer at
Princeton University, School of International and Public Affairs. Healey
serves as an independent director and Chairperson of the Sustainability and
Corporate Responsibility Committee of the Apollo Global Management Inc. (NYSE:
APO) Board of Directors. She is also a director and Chairperson of the
Governance Committee for Marti Technologies (NYSE: MRT). Dr. Healey served as
an independent director of the Apollo Asset Management, Inc. Board from March
2021 through December 2021.

Dr. Healey was the inaugural president of the Milken Center for Advancing the
American Dream in Washington, DC, from 2019-2022. Dr. Healey served as the
President of Babson College from 2013-2019. Before coming to Babson, she
served with distinction as the 70th lieutenant governor of Massachusetts from
2003 to 2007, where she worked to lead, enact, and implement a wide range of
policy and legislative initiatives for the Romney-Healey Administration. In
2008, Dr. Healey was appointed by Secretary of State Condoleezza Rice as a
founding member of the Executive Committee of the U.S. State Department’s
Public-Private Partnership for Justice Reform in Afghanistan (PJRA), a
position to which she was later reappointed by Secretary of State Hillary
Clinton.

Prior to her public service, Dr. Healey worked for more than a decade as a
public policy consultant to the United States Department of Justice for
Cambridge-based think tank Abt Associates. Dr. Healey holds an AB in
government from Harvard College and a PhD in political science and law from
Trinity College, Dublin. She has been a fellow at the Harvard Kennedy
School’s Institute of Politics and Harvard’s Center for Public Leadership.
She is a member of the Council on Foreign Relations and the Trilateral
Commission, and a trustee of the American University of Afghanistan and the
American University of Bahrain.

Orion Hindawi

Orion Hindawi is the Executive Chairman and former CEO of Tanium, a private
venture-backed endpoint management and cyber security company. Orion
co-founded Tanium in 2007 and serves as its executive chairman. Orion drives
the strategic vision and technical innovation at Tanium, as well as engagement
with its strategic partners and customers. A technology visionary and
accomplished inventor, Orion has led the development of enterprise-scale
endpoint security and management platforms for the past 18 years at BigFix,
Inc. (acquired by IBM in 2010) and Tanium, in addition to holding multiple
software patents in network communications and systems management. Orion works
closely every day with Tanium customers in pursuit of inventing new approaches
for solving the significant challenges IT departments face securing and
managing large, global enterprise environments.

Marco Kheirallah

Marco Kheirallah is a founding partner at Lumina Capital, a special situations
investment firm founded in 2022 in Brazil. Prior to Lumina beginning in 2010,
he was the Founder and Managing Partner at SIP Capital Fund. Marco also served
as the Chief Financial Officer at PDG Realty from 2012 to 2015. Marco was a
Partner at Banco Pactual from 2001 to 2009 and at Banco Matrix from 1996 to
2001. He also served as a Trader at Banco Opportunity from 1994 to 1996 and at
Banco BCN from 1992 to 1994. Marco received his bachelor's degree in Business
Administration from Fundação Getulio Vargas, EAESP.

Nicholas Lamotte

Nicholas Lamotte is the Executive Chairman of Consulta Limited, a
value-oriented investment firm. Mr. Lamotte was appointed Executive Chairman
in 2024, having served as Chairman of the Board since 2019. From 2008 to 2019,
Mr. Lamotte served in various roles at Consulta, including Chief Executive
Officer and Executive Chairman. Prior to joining Consulta, Mr. Lamotte was an
analyst at Halcyon Asset Management from 2006 to 2008 and an analyst at
Goldman Sachs from 2005 to 2006. Mr. Lamotte received a Bachelor of Arts from
Brown University, where he graduated magna cum laude and was elected to Phi
Beta Kappa. Mr. Lamotte has completed the Owner/President Management program
at Harvard Business School and has endowed the Nicholas M. Lamotte Scholarship
for Business, Entrepreneurship and Organizations at Brown University.

Christine Todd

Christine Todd is Executive Vice President, Chief Investment Officer of Arch
Capital Group Ltd. and President of Arch Investment Management Ltd. She joined
Arch in June 2021 and has responsibility for setting the firm’s investment
strategy and managing the day-to-day operations of the investment portfolio.
Prior to joining Arch, Ms. Todd was Head of Fixed Income, U.S., for Amundi US
from February 2019 to May 2021. She has also held executive roles at
Neighborly Investments; Standish Mellon Asset Management Company LLC; and
Gannett, Welsh & Kotler. She is a Chartered Financial Analyst and holds a
B.A. from Georgetown University and an MBA from Boston University.

About Pershing Square Capital Management, L.P.

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

About Arch Capital Group Ltd.

Arch Capital Group Ltd. (Nasdaq: ACGL) is a publicly listed Bermuda exempted
company with approximately $22.1 billion in capital at March 31, 2024. Arch,
which is part of the S&P 500 Index, provides insurance, reinsurance and
mortgage insurance on a worldwide basis through its wholly owned subsidiaries.

About BTG Pactual

BTG Pactual (BPAC11) is the largest investment bank in Latin America, with a
market capitalization of approximately US$ 28 billion with over US$ 320
billion in assets in its Wealth and Asset Management divisions (as of Q1,
2024). BTG Pactual offers a diverse range of services, including Investment
Banking, Corporate Lending, Sales & Trading, Asset Management, Wealth
Management, and Banking. BTG Pactual employs more than 7,000 people across
Brazil, Chile, Argentina, Colombia, Peru, Mexico, the United States, U.K.,
Portugal, Spain and Luxembourg (as of Q1, 2024). For more information and
important disclosures: www.btgpactual.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.btgpactual.com&esheet=54026166&newsitemid=20240603171689&lan=en-US&anchor=www.btgpactual.com&index=1&md5=be91e6ddb0614b307b1480f1f54ba4bd)
.

About Consulta Limited

Consulta Limited, based in London, is a private investment firm which makes
concentrated, long-term investments in businesses run by owner-oriented
managers. Consulta was founded in 1978 and is authorized and regulated by the
Financial Conduct Authority of the United Kingdom.

About ICONIQ Investment Management

ICONIQ Investment Management oversees a range of strategies as a division of
ICONIQ Capital, a global financial advisory and investment firm with over $80
billion assets under management. ICONIQ Investment Management seeks to deliver
exceptional investment portfolios by harnessing the differentiated capital and
strategic strength of the ICONIQ community.

About Menora Mivtachim Holdings

Menora Mivtachim Holdings is one of Israel's five largest insurance &
finance groups (third in Market Cap) with the highest ROE among the five
largest groups. As of May 2024, the total assets managed by the group were
approximately $93 billion.

Menora operates, through its subsidiaries, in all sectors of insurance
(P&C, Life and Health), Credit, Underwriting, Long/Mid/Short-term savings.
Menora is best known for owning and managing the largest pension fund in
Israel - "Menora Mivtachim pension and provident fund".

About Pershing Square Holdings, Ltd.

Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment
holding company structured as a closed-ended fund.

Category: (PSH:CorporateActions)

Media 

Camarco 

Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3781 8339,
media-pershingsquareholdings@camarco.co.uk
(mailto:media-pershingsquareholdings@camarco.co.uk)



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