PSH Announces Entry into Voting Proxy Agreement Granting Voting Proxy to the Parent Company of its Investment Manager With Respect to Common Stock in HHH
Pershing Square Holdings, Ltd. (LN: PSH) (LN: PSHD) today announced that its investment manager, Pershing Square Capital Management, L.P. (the "Investment Manager"), proposed certain amendments to PSH's Investment Management Agreement (the "IMA") that will reduce the management fees paid by PSH. The Board of PSH approved these amendments to the IMA.
PSH also announced today that it, along with Pershing Square, L.P. ("PSLP"), Pershing Square International, Ltd. ("PS International", and together with PSH and PSLP, the "Funds"), the Investment Manager's parent company, Pershing Square Holdco, L.P. ("ManagementCo"), and the Investment Manager are entering into a Voting Proxy Agreement (the "Voting Proxy Agreement") appointing ManagementCo as designated proxy to vote all common stock of HHH owned by the Funds.
Amendments to IMA
The amendments to the IMA follow ManagementCo's investment of $900 million to acquire nine million newly issued shares of common stock with a par value $0.01 of HHH (the "Common Stock") on May 5, 2025 (the "Transaction"). After giving effect to the Transaction, ManagementCo, PSH and the other Funds collectively own approximately 46.9% of HHH common stock outstanding.
As previously announced, in connection with the Transaction, HHH entered into a Services Agreement with the Investment Manager pursuant to which the Investment Manager will provide investment, advisory, and other ancillary services to HHH (the "Services Agreement"), and HHH will pay the Investment Manager a quarterly fee further described in the following joint press release: https://investor.howardhughes.com/news-releases/news-release-details/pershing-square-invest-900-million-acquire-nine-million-newly.
The amendments to the IMA provide for reductions to the management fees otherwise payable by PSH to the Investment Manager. The reduction will be an amount equal to the fees payable to the Investment Manager by HHH that are attributable to the HHH common stock held by PSH.
Voting Proxy Agreement
Under the IMA, the Investment Manager has sole authority to determine how to vote securities held by PSH, including common stock of HHH, unless otherwise specifically agreed to in writing by PSH and the Investment Manager. PSH's entry into the Voting Proxy Agreement, joining the other Funds in appointing ManagementCo as designated proxy to vote all common stock of HHH owned by the Funds, is intended to support the strategic purposes of the Transaction and to address legal and regulatory considerations, among other reasons.
This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities.
The Investment Manager is a related party of PSH under UKLR 11 for the purposes of UKLR 8. The amendment of the IMA and corresponding reduction of management fees otherwise payable by PSH to the Investment Manager is a transaction for the benefit of PSH with no financial benefit to the Investment Manager and, as such, falls below the threshold for a relevant related party transaction specified in UKLR 11.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN: PSH) (LN: PSHD) is an investment holding company structured as a closed-ended fund.
Category: (PSH:Other)
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Contacts:
Media Contact
Camarco
Ed Gascoigne-Pees Julia Tilley +44 (0)20 3757 4980, MediaInquiries@pershingsquareholdings.com
