Pershing Square Tontine Holdings Ltd
Pershing Square Tontine — Merger or Acquisition (June 2021)
30 slides from Pershing Square Tontine's merger presentation, Jun 21, 2021
Slide 1: Transaction Overview
Exhibit 99.2 Transaction Overview June 20, 2021Exhibit 99.2 Transaction Overview June 20, 2021
Slide 2: Summary Transaction Overview
Summary Transaction OverviewSummary Transaction Overview
Slide 3: We Set Out to Accomplish the Following
We Set Out to Accomplish the Following Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
Slide 4: We Were Willing to Accept a High Degree of Complexity for the Right Target
We Were Willing to Accept a High Degree of Complexity for the Right Target Company We are willing to accept a high degree of situational, legal, and/or capital structure complexity in a business combination if we believe that the potential for reward justifies this additional complexity, particularl
Slide 5: Background on the Transaction
Background on the Transaction „ During the course of our negotiations with Vivendi, we learned that they had various tax, legal, and other strategic considerations that: ▪ Precluded a “traditional” de-SPAC merger transaction ▪ Prevented Vivendi from selling more than 10% of UMG „ We determined that
Slide 6: Summary Transaction Overview
Summary Transaction Overview ✓ Pershing Square Tontine Holdings (“PSTH”) will purchase 10% of Universal Music Group (“UMG”) from Vivendi for ~$4.1bn including transaction costs (~180mm UMG shares based on current UMG share count) ¡ €33bn purchase price for UMG equity ($39.5bn using agreed 1.20 FX ra
Slide 7: Summary Transaction Overview (Cont'd)
Summary Transaction Overview (Cont’d) ✓ Transaction Steps expected to be completed by year-end 2021, at which time PSTH shareholders will own publicly traded securities in three separate companies: 1¡ UMG Ordinary Shares th ¡ RemainCo common stock and 2/9 Distributable Redeemable Tontine Warrants (“
Slide 8: What will PSTH Shareholders Receive?
What will PSTH Shareholders Receive? PSTH shareholders will receive publicly traded securities in three separate companies: UMG, PSTH, and SPARC 1 2 3 A pro-rata share of UMG, an Continued ownership SPARC Warrants to purchase independent publicly of RemainCo SPARC shares at $20 per share traded comp
Slide 9: What Will I Receive If I Have Owned PSTH Units Since the IPO?
What Will I Receive If I have Owned 100 PSTH Units Since the IPO? 1 Distribution of UMG Shares ~100 shares x .643 = ~64 UMG shares 2 PSTH IPO Unitholder Ongoing Interest in RemainCo ▪ 100 shares ~100 shares ▪ 11 Distributable Redeemable ~11 Distributable Redeemable Warrants Warrants (exchangeable fo
Slide 10: Overview of UMG Ownership and Governance
Overview of UMG Ownership and Governance th P On September 27 , Vivendi will distribute 60% of UMG’s ordinary shares to its shareholders in a taxable, in-kind, share distribution. The shares will initially trade (1) on Euronext Amsterdam P Post distribution by Vivendi, UMG will be an independent com
Slide 11: Summary Transaction Sources and Uses
Summary Transaction Sources and Uses PSTH will fund $4.0bn, and the Pershing Square Funds and PSTH Directors will exercise $1.6bn of their FPAs to purchase $4.1bn of UMG stock from Vivendi, which will leave $1.5bn of cash at RemainCo Sources $bn PSTH Cash-in-Trust $4.0 Forward Purchase Agreement Exe
Slide 12: Transaction Structure Comparison
Transaction Structure Comparison Typical SPAC PSTH Transaction Merger and target share distribution✓ Stock purchase and distribution Business Combination ~20% of SPAC Shares ✓ None Dilutive Sponsor Shares for de minimis consideration Strike Price ✓ None at UMG Dilutive Sponsor Warrants ~15% premium
Slide 13: Illustrative Summary Timeline
Illustrative Summary Timeline (Estimated Dates, Subject to Change) June 2021 July 2021 August 2021 Sep 2021 October 2021 Nov 2021 Dec 2021 Vivendi Annual General UMG Listed on Euronext Amsterdam and V UMG Spin-off Meeting (June 22) 60% distribution to Vivendi Shareholders (Sep 27) Transaction Announ
Slide 14: Detailed Transaction Overview
Detailed Transaction OverviewDetailed Transaction Overview
Slide 15: PSTH Today
PSTH Today ✓ $4.0bn cash in trust Cash ✓ 200mm common shares outstanding Shares ▪ Redemption right equal to cash in trust of $20 per share ✓ ~22.2mm (1/9th) Distributable Redeemable Warrants ✓ ~44.4mm (2/9th) Tontine Warrants Warrants ✓ Sponsor (5.95%) and Director Warrants (0.26%) FPA✓ $3bn FPA ($1
Slide 16: Key Transaction Steps
Key Transaction Steps A • The Pershing Square Funds and PSTH Directors commit to exercise $1.6bn FPAs B • PSTH to amend Sponsor and Director Warrants C • PSTH to complete Share Redemption Tender Offer D • PSTH to complete Distributable Redeemable Warrant Exchange Offer • PSTH to distribute Tontine W
Slide 17: PS Funds and Directors to Exercise $1.6bn of FPA
A PS Funds and Directors to Exercise $1.6bn of FPA Pershing Square Funds and PSTH Directors will exercise $1.6bn of their FPAs and receive 80mm shares and ~26.6mm warrants – identical consideration to IPO unit Current After FPA Exercised ✓ $4.0bn✓ $5.6bn Cash Shares✓ 200mm common shares outstanding
Slide 18: Treatment of Sponsor Warrants
B Treatment of Sponsor Warrants Sponsor has waived its right to receive Sponsor Warrants in the UMG transaction. Sponsor will receive warrants only in RemainCo’s merger Treatment in UMG Original Sponsor Warrant Transaction 5.95% None Dilution Purchase Price $65mm N/A 5.95% of fully diluted shares No
Slide 19: Treatment of Director Warrants
B Treatment of Director Warrants 72% ($14.50 / $20.00) of the Director Warrants will be exchanged for PSTH common stock at the Warrants’ estimated fair market value determined by an independent third-party valuation firm. Directors will receive ~1.2mm shares of PSTH with a three-year lockup and reta
Slide 20: Share Redemption Tender Offer
C Share Redemption Tender Offer PSTH will provide shareholders the opportunity to tender their shares for $20 per share ✓ PSTH Redemption Tender Offer to be launched in early July ▪ The Share Redemption Tender Offer will remain open for at least 20 business days ▪ Shareholders will have the option t
Slide 21: Share Redemption Tender Offer (Cont'd)
C Share Redemption Tender Offer (Cont’d) PSTH shareholders who wish to receive UMG shares, retain RemainCo shares, and receive SPARC Warrants should continue to hold their PSTH shares ✓ Non-tendering shareholders of record will: 1 ▪ Maintain ownership of PSTH common shares (“RemainCo”) th 2 ▪ Mainta
Slide 22: Treatment of Distributable Redeemable Warrants
D Treatment of Distributable Redeemable Warrants PSTH is conducting an exchange offer for the Distributable Redeemable Warrants to provide warrant holders the opportunity to participate in the UMG transaction P PSTH to offer to exchange the ~31mm Distributable Redeemable Warrants for PSTH shares fol
Slide 23: Treatment of Distributable Redeemable Warrants (Exchange Ratio)
D Treatment of Distributable Redeemable Warrants Illustratively assuming a $26.00 share price yields an exchange ratio of 0.2952 Redemption Date Fair Market Value of Shares of Class A Common Stock (Period to Expiration ≤ $20.00 $22.00 $24.00 $26.00 $28.00 $30.00 $32.00 $34.00 ≥ $36.00 of Warrants) 6
Slide 24: Treatment of Tontine Warrants
E Treatment of Tontine Warrants The exercise price of the Tontine Warrants will be adjusted per terms of the Warrant Agreement P Tontine Warrants will be distributed to non-tendering PSTH shareholders of record following Share Redemption Tender Offer, and remain outstanding at RemainCo P Following d
Slide 25: Pro-Rata Distribution of UMG Shares
F Pro-Rata Distribution of UMG Shares P Total PSTH shares at closing will depend on the results of the Share Redemption Tender Offer and Warrant Exchange Offer P The number of UMG shares to be distributed to PSTH shareholders will be equal to 10% of total UMG shares outstanding at time of distributi
Slide 26: Overview of RemainCo
Overview of RemainCo „ $1.5bn in cash plus $1.4bn additional FPA from the Pershing Square Funds „ Will be the largest publicly traded acquisition company „ Will pursue a business combination with an operating business, which will not be a share purchase of a minority position „ Pershing Square Funds
Slide 27: Overview of Pershing Square SPARC Holdings
Overview of Pershing Square SPARC Holdings „ Is an “opt-in” SPAC which will seek a merger with a private operating company „ SPARC structure eliminates shareholder opportunity cost of capital and time pressure associated with the typical two-year SPAC commitment period „ SPARC common stock will beco
Slide 28: What to Expect from PSTH
What to Expect from PSTH „ Launch of Share Redemption Tender Offer Promptly „ Launch of Warrant Exchange Offer „ Closing of Share Redemption Tender Offer „ Closing of Warrant Exchange Offer August „ Distribution of 2/9th Tontine Warrants after the Closing of the Warrant Exchange Offer „ PSTH shareho
Slide 29: PSTH Investor Day: June 23, 2021
PSTH Investor Day: June 23, 2021 „ Pershing Square Tontine Holdings to host investor presentation on June 23 „ A 22-minute, live-streamed video presentation prepared by Universal Music Group for PSTH shareholders about the company will be available at 8:15 AM EDT here ▪ Live-stream available as a on
Slide 30: Disclaimer: Important Additional Information
Disclaimer Important Additional Information This presentation does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities. The proposed transactions described in this presentation have not yet commenced, may proceed on materially different terms and may
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