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).
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