Pershing Square Activist Presentation Deck
Additional Disclaimers and Notes to Performance Results
Average cost basis is determined using a methodology that takes into account not only the cost of outright purchases of stock (typically over a period of time) but also a per share cost of the
shares underlying certain derivative instruments acquired by Pershing Square to build a long position. "Average Cost" reflects the average cost of the position that has been built over time as of the
"Announcement Date" which is the date the position was first made public.
The average cost basis for long positions has been calculated based on the following methodology:
(a) the cost of outright purchase shares of common stock is the price paid for the shares on the date of acquisition divided by the number of shares purchased;
(b) the cost of an equity swap is the price of the underlying share on the date of acquisition divided by the number of underlying shares;
(c) the cost of an equity forward is the reference price of the forward on the date of acquisition divided by the number of underlying shares;
(d) the cost of call options that were in the money at the time of announcement is (except when otherwise noted) (i) the option price plus the strike price less any rebates the Pershing Square
funds would receive upon exercise divided by (ii) the number of shares underlying the call options;
(e) call options that are out of the money at the time of announcement are disregarded for purposes of the calculation (i.e., the cost of the options acquired are not included in the numerator
of the calculation and the underlying shares are not included in the denominator of the calculation);
(f) the cost of shares acquired pursuant to put options sold by the Pershing Square funds, where the underlying stock was put to the Pershing Square funds prior to the time of
announcement, is (i) the strike price of the put options paid when the shares were put to the Pershing Square funds less the premium received by the Pershing Square funds when the put
was sold divided by (ii) the number of shares received upon exercise of the put options; and
(g) premium received from put options written by the Pershing Square funds where the underlying stock was not put to the Pershing Square funds, and the option was out-of-the money at the
time of announcement are included in the numerator of the calculation.
Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, including the loss of principal. This presentation does not
constitute a recommendation, an offer to sell or a solicitation of an offer to purchase any security or investment product. Nothing contained herein constitutes investment, legal, tax or other advice
nor is it to be relied on in making an investment or other decision. All information is current as of the date hereof and is subject to change in the future.
Forward-Looking Statements
This presentation also contains forward-looking statements, which reflect Pershing Square's views. These forward-looking statements can be identified by reference to words such as "believe",
"expect", "potential", "continue", "may", "will", "should", "seek", "approximately", "predict", "intend”, "plan", "estimate", "anticipate" or other comparable words. These forward-looking
statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those
indicated in these statements. Should any assumptions underlying the forward-looking statements contained herein prove to be incorrect, the actual outcome or results may differ materially from
outcomes or results projected in these statements. None of the Pershing Square funds, Pershing Square or any of their respective affiliates undertakes any obligation to update or review any
forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation.
Risk Factors
Investors in PSH may lose all, or substantially all, of their investment in PSH. Any person acquiring shares in PSH must be able to bear the risks involved. These include, among other things, the
following:
. PSH is exposed to a concentration of investments, which could exacerbate volatility and investment risk;
• Activist investment strategies may not be successful and may result in significant costs and expenses;
Pershing Square may fail to identify suitable investment opportunities. In addition, the due diligence performed by Pershing Square before investing may not reveal all relevant facts in
connection with an investment;
• While Pershing Square may use litigation in pursuit of activist investment strategies, Pershing Square itself and PSH may be the subject of litigation or regulatory investigation;
• Pershing Square may participate substantially in the affairs of portfolio companies, which may result in PSH's inability to purchase or sell the securities of such companies;
• PSH may invest in derivative instruments or maintain positions that carry particular risks. Short selling exposes PSH to the risk of theoretically unlimited losses;
• PSH's non-U.S. currency investments may be affected by fluctuations in currency exchange rates;
• Adverse changes affecting the global financial markets and economy may have a material negative impact on the performance of PSH's investments;
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect PSH's business, investments and results of operations;
• Pershing Square is dependent on William A. Ackman;
• PS Holdings Independent Voting Company Limited controls a majority of the voting power of all of PSH's shares;
• PSH shares may trade at a discount to NAV and their price may fluctuate significantly and potential investors could lose all or part of their investment;
• PSH is exposed to changes in tax laws or regulations, or their interpretation; and
• PSH may invest in United States real property holding corporations which could cause PSH to be subject to tax under the United States Foreign Investment in Real Property Tax Act.
62View entire presentation