UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PERSHING SQUARE TONTINE HOLDINGS, LTD.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71531R109
(CUSIP Number of Class A Common Stock)
William A. Ackman
787 Eleventh Avenue, Ninth Floor
New York, New York, 10019
(212) 813-3700
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Joseph C. Shenker Scott D. Miller Alan J. Sinsheimer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000 | Stephen Fraidin Gregory P. Patti Jr. Cadwalader, Wickersham & Taft LLP |
CALCULATION OF FILING FEE
Transaction Valuation* | Amount Of Filing Fee** | |
$1,000,000,000 | $109,100 | |
* | Calculated solely for purposes of determining the filing fee. As described herein and subject to the terms and conditions set forth herein, due to the Maximum Redemption Condition (as defined herein) the maximum aggregate consideration offered by the issuer in this transaction is $1,000,000,000. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2021, issued August 26, 2020, and equals $109.10 per $1,000,000 of the value of the transaction. |
☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $ | 109,100 | Filing Party: | Pershing Square Tontine Holdings, Ltd. | ||||||
Form or Registration No.: | Schedule TO | Date Filed: | July 8, 2021 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
SCHEDULE TO
This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) by Pershing Square Tontine Holdings, Ltd. (the “Company”) on July 8, 2021, with respect to a tender offer (the “Redemption Offer”), by the Company to purchase and redeem all outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a price of $20.0113 per share, upon the terms and subject to the conditions set forth in the Offer to Redeem, dated July 8, 2021 (the “Offer to Redeem”) and the accompanying Redemption Offer Letter of Transmittal (the “Redemption Offer Letter of Transmittal”), each of which was filed as an exhibit to the Schedule TO. The Redemption Offer was scheduled to expire at 11:59 p.m., New York City time, on August 5, 2021, unless extended or earlier terminated.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended by adding the following new paragraphs thereto:
“Termination of the Redemption Offer
On July 19, 2021, the Company issued a Press Release announcing that it was terminating the Redemption Offer after the Company’s board of directors unanimously determined that it was in the best interest of the Company’s shareholders not to proceed with the Universal Music Group transaction as planned. The Press Release, dated July 19, 2021, is attached hereto as Exhibit (a)(5)(vii) and is incorporated herein by reference.
The Company has, in accordance with the terms of the Redemption Offer, notified Continental Stock Transfer & Trust Company (the “Depositary”) of the termination of the Redemption Offer.
As a result of this termination, no shares of Class A Common Stock will be purchased and redeemed in the Redemption Offer and all shares of Class A Common Stock previously tendered and not withdrawn will be promptly returned to tendering holders.”
Item 12.
Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following exhibit:
(a)(5)(vii) Press Release, dated July 19, 2021.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 21, 2021 | ||||||
PERSHING SQUARE TONTINE HOLDINGS, LTD. | ||||||
By: | /s/ William A. Ackman | |||||
Name: | William A. Ackman | |||||
Title: | Chief Executive Officer and Chairman |
EXHIBIT INDEX
* | Previously filed with the Schedule TO on July 8, 2021. |