NEW YORK--(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.