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Adviser Profile

As of Date 08/15/2024
Adviser Type - Large advisory firm
Number of Employees 41 5.13%
of those in investment advisory functions 10
Registration SEC, Approved, 12/2/2004
AUM* 18,634,307,414 16.47%
of that, discretionary 18,634,307,414 16.47%
Private Fund GAV* 18,955,704,459 16.68%
Avg Account Size 2,329,288,427 16.47%
SMA’s No
Private Funds 5
Contact Info 212 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
22B 19B 16B 13B 10B 6B 3B
2015 2016 2017 2018 2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypeHedge Fund Count5 GAV$18,955,704,459

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Brochure Summary

Overview

ADVISORY BUSINESS A. General Description of Advisory Firm. The Adviser, Pershing Square Capital Management, L.P., a Delaware limited partnership, commenced operations in 2004 and has its office in New York, New York. William A. Ackman (the “Principal Owner”), as a limited partner of the Adviser and as the managing member of the general partner of the Adviser, PS Management GP, LLC, a Delaware limited liability company, is the principal owner of the Adviser and controls the Adviser. The general partner of the Adviser has ultimate responsibility for the management, the operations and the investment decisions made by the Adviser. B. Description of Advisory Services. 1. Advisory Services The Adviser serves as the management company for a number of investment funds, including, without limitation, Pershing Square, L.P. (“PS LP”), an investment partnership organized under the laws of Delaware. The Adviser is also the investment adviser to Pershing Square International, Ltd. (“PS Ltd” and together with PS LP, the “Private Funds”), an investment fund organized under the laws of the Cayman Islands and Pershing Square Holdings, Ltd., an investment fund organized under the laws of Guernsey (“PSH” and together with the Private Funds, each, a “Core Fund” and collectively, the “Core Funds”). The Core Funds generally implement substantially similar investment objectives, policies and strategies. Pershing Square GP, LLC, a Delaware limited liability company affiliated with the Adviser and controlled by Mr. Ackman, serves as the general partner (the “GP”) of PS LP. The interests in PS LP are offered on a private placement basis, in compliance with the exemption provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who are “accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” (or “knowledgeable employees”) as defined under the Company Act, and subject to other conditions that are set forth in PS LP’s offering documents. Shares in PS Ltd are offered on a private placement basis to investors that are not “U.S. Persons,” as defined under Regulation S of the Securities Act, and U.S. investors that are “accredited investors” and “qualified purchasers,” and subject to other conditions that are set forth in the offering documents for PS Ltd. Shares of PSH are traded on Euronext Amsterdam and the Main Market of the London Stock Exchange. The Adviser also serves as investment adviser to PS VII, L.P., a Delaware limited partnership (“PSVII LP”), PS VII International, L.P, a Cayman Islands exempted limited partnership (“PSVII Intl”), PS VII Master, L.P., a Cayman Islands exempted limited partnership (“PSVII Master”), PS VII A International, L.P., a Cayman Islands exempted limited Partnership (“PSVII Intl-A”), and PS VII Employee Fund, LLC, a Delaware limited liability company (“PSVII Employee Fund” and together with PSVII LP, PSVII Intl, PSVII Master, and PSVII Intl- A, the “PSVII Funds” and collectively with the Core Funds, the “Funds”). PS VII GP, LLC (the “PSVII GP” and together with the GP, the “General Partners”), a Delaware limited liability company affiliated with the Adviser and controlled by Mr. Ackman, serves as the general partner of PSVII LP, PSVII Intl, PSVII Master, and PSVII Intl-A. The PSVII Funds operate collectively as a co-investment vehicle that primarily invests in securities of (or otherwise seeks to be exposed to the value of securities issued by) Universal Music Group, N.V. (“UMG”). PSH has invested a portion of its capital in PSVII Master. The PSVII Funds are closed to new investors. The Adviser may, from time to time, serve as the investment adviser or management company for additional funds or products which may invest alongside the Core Funds (the “Other Accounts”), such as the PSVII Funds. As used herein, the term “client” generally refers to each of the Funds. This brochure generally includes information about the Adviser and its relationships with its clients and affiliates. While much of this brochure applies to all of those clients and affiliates, there is information included herein that only applies to specific clients or affiliates. 2. Investment Strategies and Types of Investments The descriptions set forth in this brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. In seeking to achieve the Funds’ objectives, the Adviser may use any investment strategy, long or short, in the global marketplace that it believes will enhance overall performance and, except as described in the Funds’ offering documents, there are no restrictions on the securities or other financial instruments that may be used by the Funds. The Core Funds are authorized and are expected to invest in long and short positions in equity or debt securities of U.S. and non-U.S. issuers (including securities convertible into equity or debt securities); distressed securities, rights, options and warrants; bonds, notes and equity and debt indices; swaps (including equity, foreign exchange, total return, interest rate, index, commodity and credit-default swaps), swaptions, and other derivatives; instruments such as futures contracts, foreign currency, forward contracts on stock indices and structured equity or fixed-income products (including without limitation, asset-backed securities, mortgage-backed securities, mezzanine loans, commercial loans, mortgages and bank debt); exchange-traded funds; and any other financial instruments that the Adviser believes will achieve the Core Funds’ investment objectives. The Core Funds’ investments may include both publicly traded and privately placed securities of public issuers, as well as publicly traded securities of private issuers. The Core Funds also may invest in securities sold pursuant to initial public offerings. Investments in options on financial indices may be used to establish or increase long or short positions or to hedge the Core Funds’ investments. The Core Funds may also seek to opportunistically
invest in hedges to protect against specific macroeconomic risks and/or capitalize on market volatility. The Core Funds have no overarching strategy or asset allocation model that specifies what percentage of their portfolios should be invested in each investment category. Rather, cash, cash equivalents, and/or securities issued by the U.S. Department of the Treasury (“U.S. Treasurys”) are generally the default investment choices for the Core Funds until the Adviser identifies new investment opportunities. The Core Funds’ allocation among different investment categories is a function of their potential risk and reward compared with available opportunities in the marketplace. Accordingly, the Core Funds may hold significant cash balances on an ongoing basis. The Core Funds will not make an initial investment in the equity of companies whose securities are not publicly traded (i.e., private equity), but, as described above, may invest in privately placed securities of public issuers and publicly traded securities of private issuers. Notwithstanding the foregoing, it is possible that, in limited circumstances, public companies in which the Core Funds have invested may later be taken private and the Core Funds may make additional investments in the equity or debt of such companies. The Core Funds may make investments in the debt securities of a private company, provided that there is an observable market price for such debt securities. As part of the Core Funds’ investment program, the Adviser intends to concentrate the Core Funds’ assets in a relatively limited number of investments because the Adviser believes that (1) there are a limited number of attractive investments available in the marketplace at any one time, and (2) investing in a relatively modest number of attractive investments about which it has detailed knowledge provides a better opportunity to deliver superior risk-adjusted returns when compared with a large diversified portfolio of investments it can know less well. As a result, the Adviser intends to invest the substantial majority of the Core Funds’ capital in typically 8 to 12 core investments. The Adviser generally does not believe in the use of a material amount of margin leverage because of the potential risk of forced sales at inferior prices in the event of short-term declines in security prices in a margined portfolio. PSH has issued and outstanding $400 million of 4.95% Senior Notes due 2039 (the “2039 Notes”), $200 million of 3% Senior Notes due 2032 (the “2032 Notes”), $500 million of 3.25% Senior Notes due 2030 (the “2030 Notes”), $700 million of 3.250% Senior Notes due 2031 (the “2031 Notes”) and €500 million of 1.375% Senior Notes due 2027 (the “2027 Notes” and, together with the 2039 Notes, the 2032 Notes, the 2030 Notes, and the 2031 Notes, the “Notes”). PSH may in the future continue to access the bond market and/or obtain other forms of financing, including, without limitation, margin loans. The Funds may also use derivatives, including equity options, in order to obtain security-specific, non-recourse leverage in an effort to reduce the capital commitment to a specific investment, while potentially enhancing the returns on the capital invested in that investment, or for other reasons. The Funds may also use derivatives, such as equity and credit derivatives and put options, to achieve a synthetic short position in a company without exposing the Funds to some of the typical risks of short selling which include the possibility of unlimited losses and the risks associated with maintaining a stock borrow. The Funds generally do not use total return swaps to obtain leverage, but rather to manage regulatory, tax, legal or other issues. However, depending on the investment strategies employed by the Funds and specific market opportunities, the Funds may use other derivatives for leverage. The Adviser formed Pershing Square SPARC Holdings, Ltd. (“SPARC”), a Delaware corporation, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. SPARC’s initial Form S-1 Registration Statement was filed with the SEC on November 26, 2021 and became effective on September 29, 2023 (the “SPARC Prospectus”). Pershing Square SPARC Sponsor, LLC (“SPARC Sponsor”), a Delaware limited liability company, is the sponsor entity of SPARC. The Core Funds wholly own SPARC Sponsor as non- managing members and are the only source of funding for SPARC Sponsor. The business and affairs of SPARC Sponsor are managed exclusively by the Adviser, its non-member manager. SPARC distributed, at no cost, subscription warrants (“SPARS”) to purchase SPARC Public Shares (defined below) at a future date to former Pershing Square Tontine Holdings, Ltd. (“PSTH”) security holders who owned either Class A Common Stock (ticker: PSTH) or PSTH warrants (ticker: PSTH.WS) as of the close of business on July 25, 2022 (the last date on which such instruments could have been redeemed or cancelled): one SPAR for every four shares of PSTH common stock and one SPAR for every two PSTH warrants. After SPARC has entered into a definitive agreement for its business combination and distributed to SPAR holders a prospectus, included in an effective registration statement that describes the proposed business combination, SPAR holders may elect to exercise their SPARs. SPARC intends that, at the time during which a holder may elect to exercise, the SPARs will be quoted on the OTCQX marketplace of the OTC Markets Group or other quotation service. The shares issuable upon the exercise of the SPARs (the “SPARC Public Shares”) will be issued concurrently with the closing of SPARC’s business combination. The SPARC Prospectus is available on the SEC’s website. C. Availability of Customized Services for Individual Clients. The Adviser intends for the Core Funds and Other Accounts sharing a similar investment strategy (if any) to generally hold, to the extent practicable, similar securities and other financial instruments on a proportionate basis relative to each Core Fund’s or Other Account’s respective Adjusted Net Asset Values (as defined in Item 11.B.1. (Cross Trades) below), although, due to liquidity needs and tax, regulatory and other considerations, the Core Funds’ and any such Other Accounts’ investments may differ significantly. Adjusted Net Asset Value may also vary over time as a result of capital appreciation, negative returns, subscriptions or redemptions (where applicable), among other factors. D. Regulatory Assets Under Management. The Adviser managed approximately $18,634,307,414 as of March 1, 2024 on a discretionary basis. As of March 1, 2024, the Adviser does not manage any assets on a non- discretionary basis.