UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry Into a Material Definitive Agreement
On July 18, 2021, Pershing Square Tontine Holdings, Ltd. (the “Company”) entered into an Assignment Agreement (the “Assignment Agreement”) with Pershing Square Holdings, Ltd., a Guernsey limited liability company (“PSH”), Pershing Square L.P. a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd, a Cayman Islands exempted company (“PSIL”), and PS VII Master, L.P., a Cayman Islands limited partnership (“PS VII, and together with PSH, PSLP and PSIL, the “Assignees”), pursuant to which the Company assigned its rights (the “Assignment”) under the Share Purchase Agreement, dated June 20, 2021 (the “SPA”), between the Company and Vivendi S.E., a corporation (société européenne) incorporated under the laws of France (“Vivendi”), to the Assignees. Under the SPA, the Company had agreed to purchase and Vivendi agreed to sell 10% of the share capital (minus one share) of Universal Music Group B.V. a private company with limited liability organized under the laws of the Netherlands (“UMG”), for $3,949,340,400 (the “Purchase Price”). PSH agreed to purchase or cause to be purchased at least 5% of the share capital of UMG on the terms and subject to the conditions of the SPA and Vivendi acknowledged that if the Assignees purchased at least 5% of the share capital of UMG, the SPA would be of no further force with respect to remaining UMG shares to be purchased under the SPA. In addition, the Assignees, severally in accordance with their obligations to purchase UMG shares, agreed to assume and reimburse the Company for out-of-pocket expenses incurred to date by the Company in connection with the transactions contemplated by the SPA. The Assignment Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
The Assignees also assumed, severally in accordance with their obligations to purchase UMG shares, the Company’s obligations under the Indemnification Agreement, dated June 20, 2021, between the Company and Vivendi (the “Indemnity Assumption”). The Indemnity Assumption is attached as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 8.01. Other Events
On July 19, 2021 the Company issued a Press Release which included a letter to the Company’s shareholders from William A. Ackman, the Company’s CEO, explaining (1) the Company’s withdrawal from its proposed acquisition and distribution to its shareholders of 10% of the share capital in UMG and (2) its assignment of its rights and obligations in connection therewith. The Company also announced that it had terminated its Redemption Tender Offer and its Warrant Exchange Offer. The Press Release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities. This Current Report on Form 8-K is not a recommendation to buy, sell or exchange any securities, and it is neither an offer to purchase nor a solicitation of an offer to sell securities. Information about the Company and certain of the matters discussed in this Current Report on Form 8-K is available at the SEC’s website at www.sec.gov.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and the other risks and uncertainties described in the Company’s annual report on Form 10-K and other documents the Company has filed with the SEC. Those filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that the Company will achieve its expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 10.1 | Assignment Agreement, dated July 18, 2021, by and among Pershing Square Tontine Holdings, Ltd., Pershing Square Holdings, Ltd, Pershing Square International, Ltd, and PS VII Master, L.P. | |
| 10.2 | Indemnity Assumption, dated July 18, 2021, by and among Pershing Square Tontine Holdings, Ltd., Pershing Square Holdings, Ltd, Pershing Square International, Ltd, and PS VII Master, L.P. | |
| 99.1 | Press Release, dated July 19, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERSHING SQUARE TONTINE HOLDINGS, LTD. | ||
| By: | /s/ William A. Ackman | |
| Name: William A. Ackman | ||
| Title: Chief Executive Officer, Chairman of the Board of Directors | ||
Dated: July 19, 2021