Pershing Square USA, Ltd. Announces Proposed IPO Size
July 30 2024 - 7:55AM
Business Wire
Pershing Square USA, Ltd. (“PSUS” or the “Company”), today
announced that it has filed with the Securities and Exchange
Commission (the “SEC”) an updated preliminary prospectus for the
initial public offering (the “IPO”) of its common shares of
beneficial interest (the “Common Shares”) that indicates an
aggregate offering size of $2,000,000,000 or 40,000,000 Common
Shares. In connection with the offering, the Company expects to
grant the underwriters a 45-day option to purchase up to an
additional 6,000,000 Common Shares solely to cover over-allotments,
if any. The IPO price is expected to be $50.00 per Common Share.
PSUS has been approved for listing, subject to official notice of
issuance, on the New York Stock Exchange under the symbol “PSUS.”
PSUS intends to invest the net proceeds of the IPO in accordance
with its investment objective and policies.
Citigroup, UBS Investment Bank, BofA Securities and Jefferies
are acting as global coordinators and bookrunners for the IPO.
Wells Fargo Securities, RBC Capital Markets, BTG Pactual, Barclays
and Deutsche Bank Securities are acting as bookrunners for the IPO.
Academy Securities, Janney Montgomery Scott, Loop Capital Markets,
Oppenheimer & Co., Roberts & Ryan., Stifel and Wedbush
Securities are acting as co-lead managers for the IPO. Aegis
Capital Corp, AmeriVet Securities, C.L. King & Associates,
CastleOak Securities, L.P., Chardan, Clear Street, Hilltop
Securities, InspereX, R. Seelaus & Co., LLC, Ramirez & Co.,
Inc., Siebert Williams Shank, SoFi and Tigress Financial Partners
are acting as co-managers for the IPO.
A registration statement on Form N-2 relating to the Common
Shares has been filed with the SEC but has not yet become
effective. The Common Shares may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes
effective. The IPO will be made only by means of a prospectus.
Copies of the preliminary prospectus relating to the IPO may be
obtained by visiting EDGAR on the SEC’s website at www.sec.gov.
Alternatively, copies of the preliminary prospectus may be obtained
by contacting the offices of Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel:
800-831-9146); UBS Securities LLC, Attention: Prospectus
Department, 1285 Avenue of the Americas, New York, NY 10019, by
telephone at (888) 827-7275, or by email at
ol-prospectus-request@ubs.com; BofA Securities, NC1-022-02-25,
Attention: Prospectus Department, 201 North Tryon Street,
Charlotte, North Carolina 28255, or by email at:
dg.prospectus_requests@bofa.com; Jefferies LLC at Prospectus
Department, 520 Madison Avenue, New York, New York 10022, by
telephone at (877) 821-7388, or by e-mail at
Prospectus_Department@Jefferies.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any Common 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 Common Shares will be made in accordance with the
registration requirements of the U.S. Securities Act of 1933, as
amended. The IPO is subject to market and other conditions and the
completion of the SEC’s review process.
Consider the investment objective and policies, risk
considerations and charges and expenses of the Company carefully
before investing. The preliminary prospectus contains this and
other information about the Company.
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 IPO, the expected price at which the
Common Shares will be offered and expectations relating to the
listing of the Common Shares on the NYSE. No assurance can be given
that the IPO will be completed on the terms described, or at all.
Completion of the IPO on the terms described is subject to numerous
conditions, many of which are beyond the control of the Company,
including, market conditions, general economic conditions and other
factors, including those set forth under the heading “Risk Factors”
in the preliminary prospectus.
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, Pershing
Square Capital Management, L.P. following the completion of the IPO
and its commencement of investment operations
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 McGill@persq.com