Item 7.01 Regulation FD Disclosure
Pershing Square Tontine Holdings, Ltd. ("PSTH") today announced that its
affiliate, Pershing Square SPARC Holdings, Ltd., a newly organized Delaware
corporation formed for the purpose of effecting a business combination
("SPARC"), has publicly filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-1 ("Registration Statement") relating
to the proposed issuance and distribution of subscription warrants to purchase
common stock of SPARC. SPARC refers to these subscription warrants as "SPARs".
If after review the SEC declares the Registration Statement effective, SPARC
proposes to list the SPARs on the New York Stock Exchange (the "NYSE") upon
distribution of the SPARs. The listing and trading of SPARs on the NYSE will
require the SEC to approve a new listing rule that the NYSE has submitted
permitting the listing and trading of subscription warrants by blank check
companies.
As described in the Registration Statement, SPARs are a novel security with
unique features. SPARC would not raise capital from public investors at the time
the SPARs are issued and distributed. Instead, SPARs would be issued and
distributed to PSTH securityholders, as described below, at no cost. SPARs would
become exercisable, and SPARC would raise public capital, only after SPARC had
1) entered into a definitive agreement for a proposed business combination, 2)
announced the exercise price of the SPARs (which would be no less than $10.00
per SPAR, and could be higher based on the amount of capital required to
consummate the proposed business combination; SPARC refers to the announced
exercise price as the "final exercise price"), and 3) delivered comprehensive
disclosure describing the business combination and the final exercise price
pursuant to a registration statement declared effective by the SEC. Thereafter,
SPAR holders would have no less than 20 business days to decide to elect to have
their SPARs exercised, upon consummation of the proposed business combination,
by tendering required election documentation and submitting the final exercise
price per SPAR. SPARs that are not exercised would expire worthless. As a
result, SPARs are an "opt-in" structure, where investors tender funds only after
a proposed business combination has been identified, as opposed to the "opt-out"
structure of customary special purpose acquisition companies, or SPACs, in which
investors are required to provide their capital prior a proposed business
combination having been identified, and then have a redemption right to have
their money returned if they do not support the transaction. The Registration
Statement also contemplates the SPARs having a ten year term.
SPARC intends to distribute SPARs as follows:
• if PSTH executes a definitive initial business combination agreement (the
"IBC") before the Registration Statement is declared effective, SPARC
would distribute on a distribution record date after effectiveness and
shortly prior to the consummation of the IBC (i) 200 million SPARs on a
pro rata basis in respect of shares of PSTH's Class A common stock that
are not redeemed in connection with the IBC (or one SPAR per share of
Class A common stock if no shares of Class A common stock are redeemed)
and (ii) 44,444,444 SPARs on a pro rata basis in respect of each
outstanding PSTH distributable warrant (or two SPAR warrants per
distributable warrant); and
• if PSTH does not consummate an IBC and returns its capital in trust to
stockholders, SPARC would distribute on a distribution record date after
effectiveness and prior to such return (i) 200 million SPARs in respect
of shares of PSTH's Class A common stock (or one SPAR per share of
Class A common stock), and (ii) 44,444,444 SPARs on a pro rata basis in
respect of each outstanding PSTH distributable warrant (or two SPAR
warrants per distributable warrant).
In either scenario, it is contemplated that SPARC would raise approximately
$2.444 billion in equity capital if all SPARs were exercised at the minimum
final exercise price of $10.00. There is no maximum final exercise price, and
accordingly no maximum amount of total proceeds SPARC could raise from the
exercise of all SPARs.
THERE IS NO ASSURANCE THAT THE SEC WILL DECLARE THE REGISTRATION STATEMENT
EFFECTIVE ON THE PROPOSED TERMS ABOVE, OR AT ALL; AND THERE IS NO ASSURANCE THAT
THE NYSE WILL PROMULGATE, AND THE SEC WILL APPROVE, A NEW LISTING RULE
PERMITTING THE LISTING AND TRADING OF SUBSCRIPTION WARRANTS BY BLANK CHECK
COMPANIES. FOR MORE DETAILED INFORMATION WITH RESPECT TO THE PROPOSED TERMS OF
SPARC AND SPARS, INCLUDING THE ECONOMIC INTEREST OF THE SPARC SPONSOR IN SPARC,
YOU SHOULD REVIEW THE REGISTRATION STATEMENT.
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A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be distributed or sold, nor may offers to buy be accepted
prior to the time the registration statement becomes effective. No offer to buy
the securities can be accepted and no part of the purchase price can be received
until the registration statement and a post-effective amendment thereto has
become effective, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to notice of its
acceptance given after the effective date thereof. This filing shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction.
The information in this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Forward-Looking Statements
Certain statements and assumptions in this Current Report contain or are based
upon "forward-looking" information and are being made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this Current Report include, among others,
statements regarding the possibility that PSTH will enter into an IBC; the
possibility that SPARs will be distributed to PSTH securityholders and the
circumstances of such distribution, if any; the amount of SPARs distributed, if
such a distribution were to occur; the final terms of the SPARs; and the
possibility that the SEC and NYSE will approve the distribution, listing and
trading of SPARs. These forward-looking statements are subject to risks and
uncertainties. When we use the words "will likely result," "may," "anticipate,"
"estimate," "should," "would", "expect," "believe," "intend," or similar
expressions, we intend to identify forward-looking statements. Such statements
are subject to numerous assumptions and uncertainties, many of which are outside
our control. The forward-looking statements included in this Current Report are
only made as of the date of this Current Report. Such forward-looking statements
are based on our beliefs, assumptions, and expectations taking into account all
information currently known to us. These beliefs, assumptions, and expectations
can change as a result of many potential events or factors, not all of which are
known to us. If a change occurs, outcomes may vary materially from those
expressed in our forward-looking statements. You should carefully consider this
risk when you make an investment decision concerning our securities. Investors
should not place undue reliance on these forward-looking statements. We can give
no assurance that these forward-looking statements will be attained or that any
deviation will not occur. We are not obligated to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or circumstances, changes in expectations, or otherwise, except to the
extent required by law.
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