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 Companys board of directors
unanimously determined that it was in the best interest of the Companys 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be purchased and redeemed in the Redemption Offer and all shares of Class A Common Stock previously tendered and not withdrawn will be promptly returned to tendering holders.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.