Pershing Square Tontine Holdings - PSTH - Share Chat

Helpful explanation here if required:

https://www.bloomberg.com/opinion/articles/2021-06-04/bill-ackman-spac-umg-deal-make-room-for-the-sparc

From Reddit (particularly interesting point about cashless exercising of warrants into $PSTH - potential option for FT instead of selling for cash?)

Explanation of the Deal

This is not as complicated as it seems, it’s just not the one for one deal we expected.

For each share of PSTH you own you will get:

1 share of UMG(Universal Music Group) - which AT COST is worth $14.75 per PSTH share. These will be distributed once they complete their previously planned IPO. The IPO price is unknown and could very well be more than $14.75.

1 share of PSTH - Yes, you keep your original PSTH share. Bill only used $4 billion to purchase 10% of UMG, leaving him $1.5 billion in cash. He is using this cash to find a SECOND target. So you are getting 2 companies with PSTH.

2/9 Tontine Redeemable Warrants - These will be distributed after the Redemption Tender offer is completed(which allows those to redeem their shares for $20 if desired). Once these warrants are distributed, a Warrant Exchange Offer will follow. This will allow you to exchange your warrants for PSTH shares directly without having to input more cash. If you decide to hold onto the warrants, they will remain outstanding with a strike price adjustment to be released.

1 SPAR - This is your right to buy into SPARC (a.k.a PSTH 2) at NAV, which is $20. These “SPARs” will trade on the NYSE and are able to be exercised once SPARC enters into a definitive agreement for its initial business combination. Yes, SPARC is not a traditional SPAC. They will find and announce a target before allowing anyone to exercise their SPAR’s. This is to avoid the opportunity cost of capital associated with waiting for a target, which was a common complaint with PSTH and many other SPACs. In short, you will know what the target is before putting your money into it.

Hope this clears things up for some folks. There are still some unknowns, mainly regarding what happens with call options. However, without going into great detail, you should be very pleased if you own shares regardless of this initial reaction largely stemming from temporary confusion.

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They’ve probably got a tonne of customer support questions today. Would be good to address everyone here

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Yeah. I sent a message and they said they’re still waiting to hear back on all the questions.

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I’m still shell-shocked by price drop on target rumor.

It was not what I was expecting, but I quite like the proposed deal. I hope Freetrade is able to support the setup for the SPAR.

I topped up my holding in PSTH following the big drop on Friday, hope that that does not turn out to be a bad decision.

The remaining $1.5B available for a new target could work out well, as I think that widens the number of possible targets. I’m hoping for Enabling all companies to build fintech solutions | Plaid.

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I quite like the deal although not fantastic but want to buy more so desperate to hear what FTs position is.

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3 primary considerations for FT - that should definitely matter for them long term if they want investors to be serious with the platform
(95% of the retail will wipe out anyway once the next bear market comes)

  1. Can they support SpinOffs (PSTH shareholders will get UMG shares worth $14.75)
  2. Whether they can support warrants ( if you don’t redeem you get the tontine warrants)
  3. Whether they can support the SPAR (the right that will trade on NYSE?

All very clearly explained above by @joeb

Would really appreciate an answer FT - @Viktor @Freetrade_Team

Hopefully, this time FT can one-up T212 who have shown zero interest in developing advanced features, but they are cheaper and have more stocks (a lot more).

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I think the deal is great. Bought more on Friday in the end. Will wait to hear what FT say regarding the aspects. Mines all in my isa and I already know warrants aren’t supported in ISAs anywhere, I believe due to leverage so not going in with high expectations on that front. I’d definitely want to get the UMG, remainco and access to SPAR though.

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I have some in both SIPP and ISA so really want some clarity as I want to buy more but need to know I will actually get my value from it. I am considering using a different platform for it but was hoping we would get at least some kind of message from FT by now.

Silence is never a good thing for investor confidence :grimacing:

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I’d love to see this implemented but I doubt it. The fact they didn’t organise anything for the GME vote or recent offerings recently makes me think they want these sort of interactions built into the app, not a one off for single stocks because we complain. In the pipeline hopefully.

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Another great explanation and instructions to ask our broker from Reddit. It’s looking less likely that FT will be able to do the SPAR as it’s similar to warrants (we already know they don’t handle them and they’re also not able to be part of and ISA. I’m not sure about a SIPP.

PSTH MEDIA RELEASE AND ACQUISITION OF UNIVERSAL AN OVERVIEW BY SOMEBODYS MOTHER:

My second Reddit post, as some of you know me I am SomebodysMother from ST. I wanted to share my understanding and hopefully this will answer many questions posed to me on ST. Thank you in advance for taking the time to read this very long post.

Fundamentally this is a STOCK PURCHASE and NOT a Merger. Current holders of PSTH will have rights to THREE SEPARATELY TRADED securities as follows:

Proposed Transaction

PSTH shareholders will own three separately traded securities following the completion of the Transaction and the issuance of rights by SPARC**:

(1) their pro‐rata share of UMG Ordinary Shares, which at cost, including transaction expenses, represents approximately $14.75 per PSTH share, before accounting for any dilution from PSTH Distributable Redeemable Warrants (the “Redeemable Warrants’');

(2) their pro‐rata share of PSTH after the distribution of the acquired UMG shares (“PSTH Remainco”), which will have approximately $5.25 in cash per share, before accounting for any dilution from PSTH Distributable Redeemable Warrants; and

(3) one transferable five‐year right per share (a “SPAR”) of Pershing Square SPARC Holdings, Ltd. (“SPARC”), which is expected to trade on the New York Stock Exchange"

**NOTE: A SPAR and a SPARC are new terms created by the PSTH leadership team. The SPAR is an option or a warrant for SPARC. SPARC is the acronym for the newly formed company. I am still working to clarify all of this.

As well it is important to understand that Pershing Square SPARC Holdings, Ltd.(“SPARC”), is not actually a SPAC as discussed in the breakdown below.

Basic Breakdown and Concerns:

  • PSTH Shareholders get UMG at a predetermined Pre-IPO price ($14.75 USD) before It IPO’s on the Amsterdam Exchange in Q3 2021 at a valuation of approximately 40 billion USD. Estimates from Forbes put the value of UMG at 60+ billion. This is an excellent deal for PSTH shareholders. PSTH Shareholders will receive 10% of the company in total and those shares are to be distributed to PSTH shareholders after the IPO listing is complete.
  • UMG IPOs on the Euronext Amsterdam EU Stock Exchange, the question is, will this be listed as an ADR for the NYSE, my guess is yes. Bill Ackman stated in his media release that this transaction is to be* approved by the SEC and I can not imagine they would allow him to not have this option in place.
  • PSTH Shareholders will still hold their shares of PSTH 1:1 AND PSTH will then have a NAV of $5.25 USD Per Share with a Trust Value of $1.5 Billion USD, this will be renamed to PSTH Remainco and will not be a SPAC although they will be using the 1.5 Billion USD along with the ability for Pershing Square Holdings (PSH not PSTH) to purchase an additional 1.4 Billion USD in shares to fund PSTH Remainco’s future business combination transaction, ie: the next merger target. The 1.4 Billion is like built in PIPE (Private Investment in Public Equity) and may or may not have a lock-up period and will give PSTH Remainco access to 2.9 Billion USD in total for use in acquiring a very large company to take public.
  • The right of PSTH Shareholders to the previously mentioned SPARC though holding the SPARs. The SPARC is an investment vehicle with a Trust Value of 5 Billion USD and depending on the participation of PSTH SPAR holders it could reach 10.5 Billion USD not including any PIPE. Any business entity with 10.5 Billion USD in purchasing power is going to create a formidable business acquisition for its shareholders.
  • Please see Section (3) SPARC to Issue Rights to PSTH Shareholders in the attached Media Release, as it is very clearly outlined and easy to understand.
  • The SPAR is a right to purchase and will be treated either as an option or warrant AND it holds zero cash value but can be exercised at any point pre / post IPO for up to 5 years for the target company shares at a 1:1 ratio and depending on how many shareholders exercise their “SPAR’s” for the SPARC and shares of the target company they could actually have a higher ratio then the 1:1 outlined.
  • It is important to note that SPARC is not a SPAC. It is a Special Purpose Acquisition Rights Company. Unlike a traditional SPAC, SPARC does not intend to raise capital through an underwritten offering in which investors commit capital without knowing the company with which SPARC will combine. Instead, SPARC intends to issue rights to acquire common stock in SPARC for $20.00 per share to PSTH shareholders (“SPARs”) which can only be exercised after SPARC enters into a definitive agreement for its initial business combination. The SPARs are expected to trade on the NYSE and have a term of five years, subject to extension.
  • PSTH 2/9 Warrants: PSTH intends to provide the holders of the currently outstanding Redeemable Warrants the option to exchange their Redeemable Warrants for shares of PSTH Class A common stock in an exchange offer that would be launched after the execution of definitive documents (the “Warrant Exchange Offer”). What that means is, you can not exercise your 2/9 warrants for more shares of Universal but you can exercise them for more shares of PSTH Class A common stock that will be known as PSTH Remainco and that the way this will work will be spelled out in the upcoming DA between PSTH and UMG.

Ultimately, many shareholders of PSTH are not located in the USA and the platforms they currently trade on do not have the capability for “rights”
“warrants” or “options” trading. Until the actual DA comes and we see the full structure of this deal we will not understand under what form SPARs will be accounted for but we do know that SPARC will be publicly traded on the NYSE and the SPARs will give us the 1:1 ratio, at minimum, “right” for shares of SPARC.
***EDIT The actual Media Release states " PSTH shareholders will own three separately traded securities following the completion of the Transaction and the issuance of rights by SPARC:"
I would urge you to contact your broker and assure that you can hold “Rights” in your portfolio. Thank you to reddit user u/Fettywaap who contacted me by message and pointed out the Proposed Transaction could end up with SPARs being “rights” as a security.

IF you are not trading on a platform that supports options and warrants, It is very important that you begin to do your preparation for the upcoming transition if this deal goes through. You will need to either get reassurance from your current platform that they can accommodate both options and warrants just in case that is the end form the SPAR takes. I am doing this now.

Once you understand the beautiful structure of this deal, as shareholders, I believe you will want to reap the full rewards of this complex and valuable offer of long term gains through three separate vehicles.

Link to the Media Release: https://pstontine.com/wp-content/uploads/2021/06/PSTH-Press-Release-6.4.2021.pdf

IMPORTANT NOTE: June 22nd the Vivendi Shareholders vote to approve this deal, if it is declined then there is no deal if it is passed then the Definitive Agreement (DA) will be released with all elements of this deal and a timeline. Once the deal is approved this will move very fast, it is not like your normal despac, wait to vote, wait for everything for months, this is well thought out and already approved by the SEC and UMG is already approved to IPO Q3 2021.

Thank you so much for your time, I hope that this breakdown and overview was helpful.

*edited to state IPO Q3 2021 last paragraph

*edit typo Remainco 3.9 Billion rectified to show correct value of 2.9 billion*edit this transaction has been to this transaction “is to be”
*** Edit regarding SPARs as “Rights” as a security

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Top Man :+1: I have to admit this is the really frustrating part about FT :man_facepalming: We know they read the forums as they use it as good PR when positive but the silence is not a good indicator about this.

If only they would just say we can do this bit but not that, sorted! Everyone knows where they stand and it is done but the lack of communication is poor.

I had a response from Ft before that issues with rights hadn’t affected customers yet and wouldn’t but can’t find it as it seems deleted but I am hunting for it.

Edit - Found what I posted before. I was concerned we may miss out on rights from SPACs and was told “It hasn’t been an issue” but maybe I should of been a bit more forceful on a definitive reply as it isn’t a promise. :joy:

I said I wasn’t concerned on the actual votes which they can’t offer but just the benefits and to me it was implied that is not an issue. Either way clarity should be made so we know. If they won’t offer it then at least give us time to buy in elsewhere.

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Completely agree, it would be good to have a rough idea if we will get all the benefits, sooner rather than later so other arrangements can be made. I am in this for the long term and actually think once the pieces are all in place we will be rewarded. In other news the new tweet:

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Yep I have no problems at all if FreeTrade don’t offer the option but want to know they don’t. All I have so far is them answering my concerns about missing out on benefits, not voting, and they implied it isn’t an issue.

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What are our options if FT don’t support all the parts of the deal?

Do we need to buy the shares we have in PSTH on another platform that does? Is there a cut off date?

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That is what we don’t know :man_shrugging: @aseriousinvestor asked directly above so guess we just need to wait on an answer. Hopefully it won’t be too late.

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I’m not feeling confident because the more I read about it the more it looks like the “SPARs” are less traditional rights and more warrants as others have mentioned, and we know UK brokers don’t usually fare well with them. It is a complicated transaction I guess but receiving just UMG out of this changes the calculus a little.

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Really hoping that the FT team can come through on this and support the PSTH deal - it could be a true point of differentiation! @Viktor @Freetrade_Team

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Surely we would get at least UMG + PSTH remainco, as it would be like a demerger so FT could allocate both? The Spar looks to be something more complex and the whole new tweet for access to future Spars. This is all very much confusing :smile: