Written Communication Relating to an Issuer or Third Party (sc To-c)
July 19 2021 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
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:
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Joseph C. Shenker
Scott D. Miller
Alan J.
Sinsheimer
Sullivan & Cromwell LLP
125 Broad Street
New
York, New York 10004
(212) 558-4000
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Stephen Fraidin
Gregory P. Patti Jr.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New
York, New York 10281
221-504-6000
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount Of Filing Fee**
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Not Applicable
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Not Applicable
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*
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Calculated solely for purposes of calculating 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.
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**
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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.
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☐
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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.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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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:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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Important Additional Information and Where to Find It
This this tender offer statement and the materials included herewith do not constitute an offer to sell or buy or the solicitation of an offer to buy or sell
any securities. This this tender offer statement and the materials included herewith are not a recommendation to buy, sell or exchange any securities, and it is neither an offer to purchase nor a solicitation of an offer to sell securities.
Information about the Pershing Square Tontine Holdings, Ltd (the Company) and certain of the matters discussed in this tender offer statement and the materials included herewith is available at the SECs website at www.sec.gov.
Forward-Looking Statements
This tender offer statement
and the materials included herewith contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words believe, project,
expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will, would,
will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and the other risks and
uncertainties described in the Companys annual report on Form 10-K and other documents the Company has filed with the SEC. Those filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that the Company
will achieve its expectations. The inclusion of any statement in this tender offer statement and the materials included herewith does not constitute an admission by the Company or any other person that the events or circumstances described in such
statement are material.
Item 12. Exhibits
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Exhibit No.
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Description
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99.1
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Press Release, dated July 19, 2021
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