Bill Ackman
Patrick T. Fallon/Bloomberg
After a scuttled deal, a shareholder lawsuit, and a steep decline in share price, Bill Ackman wants to get out of the special purpose acquisition company game.
Pending regulators’ thumbs-up, the Pershing Square hedge-fund manager is hoping to instead move forward with a different vehicle that will allow him to continue big-game hunting for a company to take public.
It’s the latest chapter in a convoluted saga that has already seen Ackman pivot several times. The end goal of merging with a “mature unicorn” remains elusive.
Under his latest plans, Ackman’s SPAC, called Pershing Square Tontine Holdings (ticker: PSTH), would liquidate its $4 billion trust to shareholders at $20 a share. They would also receive one warrant tied to a new entity, called Pershing Square SPARC Holdings—short for special purpose acquisition right company, an Ackman-coined term.
Pershing Tontine Holdings warrant (PSTH.WT) holders would also get warrants—essentially call options—for the new company’s shares. The SPARC would search for an operating business to merge with and take public in the process, while the SPAC would cease to exist and its “tontine” warrant structure likewise goes away.
That is not much comfort for investors who bought Pershing Square Tontine shares after its initial public offering in July 2020, when the SPAC sold $20 units consisting of a common share and one-ninth of a warrant, exercisable at $23 after the SPAC’s merger. Shares peaked around $33 in February, and had consistently traded in the mid-to-high $20 range until just recently.
The SPAC’s stock fell below its trust value per share for the first time on Thursday, closing at $19.99. Investors who paid more than $20 a share will be losing out.
Pershing Square Tontine Holdings stock dropped 0.9% on Friday morning, to $19.80. Pershing Square Tontine warrants tumbled in value, trading down more than 65% in morning trading to around $1.
Ackman’s shift in strategy is in response to a recent lawsuit filed against Pershing Square Tontine, contending that a SPAC is in fact an investment company and should be subject to applicable regulations.
“While the lawsuit is brought on behalf of a purported shareholder of PSTH, this individual is simply an unwitting prop to enable the academics, and the plaintiff law firms with whom they have partnered, to bring the lawsuit,” Ackman wrote in a letter to shareholders published late Thursday night. “The two law professors who concocted the legal theory behind the complaint conceded to the press that their motivation in bringing the lawsuit was ‘to reform’ the entire SPAC industry.”
Ackman wrote that the uncertainty surrounding the lawsuit would scare off potential merger candidates, and that as a result it might not be able to close a deal before its deadline in July 2022. Ackman paraphrased Berkshire Hathaway’s (BRK.A and BRK.B) Warren Buffett in a tweet thread on Thursday night: “If you find yourself in a leaky boat, oftentimes you are better off switching boats than patching leaks to complete the mission.”
(“Should you find yourself in a chronically leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks,” Buffett wrote in his 1985 shareholder letter.)
It’s not the first leak that Pershing Square Tontine has sprung. In June, the largest-ever SPAC by IPO proceeds agreed to a complex deal that would have created three public vehicles, with two hoping for more deals in the future. The SPAC agreed to purchase 10% of the Amsterdam-listed shares of Universal Music Group from the French media conglomerate Vivendi (VIVHY), and distribute them to shareholders along with a SPARC warrant. That wouldn’t have used up all of Pershing Square Tontine’s trust cash, however, and the company would have continued hunting for another deal.
Regulators didn’t agree with that last part—SPACs tend to do one merger with one company then disappear, not live on to do deal after deal. Ackman called off that proposed transaction in mid-July, and the Pershing Square hedge fund bought the Universal shares instead.
Now, the SPARC idea from the initial deal is back. Those plans still need to be approved by regulators at the Securities and Exchange Commission and require a rule change at the New York Stock Exchange, a process that could still take months. If approved, the Pershing Square SPARC will have 200 million SPARC warrants—exercisable at $20 at the time of a merger—and 22.22 million additional warrants, exercisable at $23 within five years after the SPARC’s merger. The SPARC’s capital structure will be approximately the same as Pershing Square Tontine’s, just without the cash for a deal already sitting in a trust.
A SPARC is more of a blank IOU than a blank check. Each SPARC warrant represents a right to invest $20 in an eventual deal that the hedge-fund manager negotiates, without a deadline. That differs from a SPAC, in which money is raised upfront in an initial public offering, with backers then going out to secure a merger usually within the next two years. SPAC shareholders get to vote on an eventual deal and have a redemption option that they can elect to receive a proportionate share of the SPAC’s trust in cash, rather than participating in its merger.
In a SPARC, those two decisions are essentially one and the same. Warrant-holders who support or oppose an eventual deal that Ackman brings to the table will vote with their dollars. And they don’t have to endure the opportunity cost of locking up their $20 per share in a SPAC’s trust for years as Ackman searches for a deal, he argues. The SPARC offers more of an opt-in choice, rather than a SPAC’s opt out.
“The principal benefit of SPARC is that it would not hold investors’ money while we are looking for a target…” Ackman wrote. “The SPARC warrants will also remove the two-year ‘shot clock’ for a sponsor to consummate a transaction. This reduces the time pressure faced by the sponsor, which provides an incentive for SPAC sponsors to complete transactions before the clock runs out.”
It’s an innovative but untested structure. In the past few months, Ackman has proven to investors that he’s capable of thinking up serious feats of financial engineering—if sometimes too creative for regulators. So far, however, finding a top-tier company to merge with his entities has been more of a challenge. That will be doubly true for his SPARC, which may need another large commitment from Pershing Square funds to ensure there’s enough cash to seal a deal even if SPARC holders don’t participate.
“We have got your six,” Ackman signed off his letter to shareholders on Thursday night, military-speak for “We’ve got your back.’” So far, Pershing Square Tontine investors might not feel that way.
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