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.