LONDON–(BUSINESS WIRE)–Regulatory News:
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) (the “Company”) today issued the PSH annual report and financial statements for the year ended December 31, 2020, which are now available on PSH’s website, https://www.pershingsquareholdings.com/company-reports/financial-statements/.
PSH also announced that its Annual General Meeting of Shareholders (“AGM”) will be held on Wednesday, April 28, 2021, at 12:00 PM BST. Pursuant to mandatory measures announced by the States of Guernsey to reduce the transmission of COVID-19, any persons arriving into the Bailiwick of Guernsey are required to self-isolate for a period of up to 14 days upon arrival and may be required to submit pre-travel forms.
The board of directors of PSH (the “Board”) fully supports these measures to protect public health and safety and, in light of the travel restrictions, requests that shareholders not attend the AGM in person and instead submit proxy votes in electronic form. Arrangements will be made by the Company to ensure that the minimum number of shareholders required to form a quorum will attend the AGM so that it may proceed. The results of the voting will be announced as soon as practicable after the conclusion of the AGM.
At the AGM, shareholders will consider the receipt of the annual report and the financial statements, the renewal of PSH’s share buy-back authority, the re-appointment of PSH’s auditor, the approval to disapply pre-emption rights for any share issuance of 10% or less, and the re-election of PSH’s current directors with the exception of Richard Battey, who has served as a director for the Company for nine years and has determined not to offer himself for re-election, and Richard Wohanka who is not offering himself up for re-election due to his other commitments.
Following a thorough search process for prospective Board candidates, the Nomination Committee (which is comprised of only the independent directors) recommended that the Board submit Tope Lawani, Rupert Morley and Tracy Palandjian for election as non-executive directors to the Board at the upcoming AGM. The election of Mr. Lawani, Mr. Morley and Ms. Palandjian would expand the board to seven members, six of whom are independent.
“The Board is pleased to recommend that shareholders elect Tope, Rupert and Tracy to the PSH Board,” said PSH Chairman Anne Farlow. “Tope’s deep global investing experience, Rupert’s extensive operational, entrepreneurial and investing roles and Tracy’s background in social impact investing and alternative investment management will provide valuable perspectives to the Board and will complement the Board’s existing expertise.”
The specific resolutions can be found in the Notice of Annual General Meeting available on PSH’s website, https://www.pershingsquareholdings.com/company-reports/notices-shareholders/.
Mr. Lawani, a Nigerian national, is a co-founder and managing partner of Helios Investment Partners and co-CEO and a director of Helios Fairfax Partners Corp (TSX:HFPC). Prior to forming Helios, he was a principal in the San Francisco and London offices of TPG Capital. He began his career as a mergers & acquisitions and corporate development analyst at the Walt Disney Company.
Mr. Lawani serves as a non-executive director of Helios Towers plc (LSE:HTWS.L), Vivo Energy plc (LSE:VVO.L), LinkCommerce Ltd, Thunes, Axxela Ltd, ZOLA Electric and OVH Energy BV. Mr. Lawani is a member of the MIT Corporation (Massachusetts Institute of Technology’s board of trustees), the MIT School of Engineering dean’s advisory council, the Harvard Law School dean’s advisory board and the international board of The END Fund. He previously served as a non-executive director of Equity Group Holdings Plc (NSE-NAIROBI:EQTY.NR), Emerging Markets Private Equity Association (EMPEA), First City Monument Bank Plc (NSE:FCMB), Bayport Management and Millicom International Cellular (NASDAQ:TIGO). Mr. Lawani also previously served as a board observer of the board of directors of J. Crew, Inc. and Burger King Corp, and on the overseers’ visiting committee of the Harvard Business School.
Mr. Lawani received a B.S. in chemical engineering with a minor in economics from the Massachusetts Institute of Technology, a juris doctorate from Harvard Law School and an MBA from Harvard Business School. He is fluent in Yoruba, a widely spoken West African language.
Mr. Morley is a trustee of Comic Relief and chair of its investment advisory group. He has served as chairman and CEO of Rococo Chocolates, one of Britain’s leading makers of high-quality chocolates, since 2017. He purchased the business out of administration in 2019, prior to which he was a minority shareholder. Mr. Morley previously served as CEO of Sterling Relocation, Hamptons estate agency and Propertyfinder.co.uk and managing director of Swan Hellenic Cruises. He also previously served as operations director of Brierley Investments Limited, a non-executive director of Thistle Hotels, English Welsh & Scottish Railways and Graham-Field Health Products and president of the Fédération Internationale des Déménageurs Internationaux (FIDI).
He has a degree in economics from Cambridge University and an MBA from Harvard Business School where he was a Kennedy Scholar.
Ms. Palandjian is co-founder and CEO of Social Finance, Inc., a non-profit organization focused on developing and managing investments that generate social impact and financial return. Prior to Social Finance, Ms. Palandjian was a managing director for eleven years at The Parthenon Group, a global strategy consulting firm, where she established and led the Nonprofit Practice. She also worked at Wellington Management Co. and McKinsey & Co.
Ms. Palandjian is co-author of “Investing for Impact: Case Studies Across Asset Classes,” and serves as vice chair of the U.S. Impact Investing Alliance and vice chair of the Global Steering Group on Impact Investing. She is an independent director of Affiliated Managers Group (NYSE:AMG) where she is on the compensation and nominating & governance committees, a trustee at the Surdna Foundation where she chairs the investment committee, and a director at the Boston Foundation. Previously, Ms. Palandjian served as vice chair of the Harvard Board of Overseers, board chair of Facing History and Ourselves, co-chair of Robert F. Kennedy Human Rights, and trustee of Milton Academy. Ms. Palandjian is a 2019 recipient of the HBS Alumni Achievement Award, the school’s highest honor.
A native of Hong Kong, Ms. Palandjian is fluent in Cantonese and Mandarin. She graduated from Harvard College with a B.A. magna cum laude in economics and holds an M.B.A. with high distinction from Harvard Business School, where she was a Baker Scholar.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-ended fund that makes concentrated investments principally in North American domiciled companies.
This is a disclosure according to Article 17 of the EU Market Abuse Regulation (Regulation 596/2014/EU).
The document will shortly be available for inspection on the National Storage Mechanism website: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Pershing Square Holdings, Ltd.
2020 Annual Report
Pershing Square Holdings, Ltd.
2020 Annual Report
|Table of Contents|
|Investment Manager’s Report|
|Principal Risks and Uncertainties|
|Report of the Directors|
|Directors’ Remuneration Report|
|Corporate Governance Report|
|Report of the Audit Committee|
|Report of Independent Auditor|
|Statement of Financial Position|
|Statement of Comprehensive Income|
|Statement of Changes in Net Assets Attributable to Management Shareholders|
|Statement of Changes in Equity|
|Statement of Cash Flows|
|Notes to Financial Statements|
|Supplemental U.S. GAAP Disclosures|
|Condensed Schedule of Investments|
|Certain Regulatory Disclosures|
|Affirmation of the Commodity Pool Operator|
|Endnotes and Disclaimers|
Pershing Square Holdings, Ltd. (“PSH”, or the “Company”) (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-ended fund that makes concentrated investments in publicly traded, principally North American-domiciled, companies. PSH’s objective is to maximize its long-term compound annual rate of growth in intrinsic value per share.
PSH has appointed Pershing Square Capital Management, L.P. (“PSCM,” the “Investment Manager” or “Pershing Square”), as its investment manager. The Investment Manager has responsibility, subject to the overall supervision of the Board of Directors, for the investment of PSH’s assets and liabilities in accordance with the investment policy of PSH set forth on pages 30-31 of this Annual Report (the “Investment Policy”).
PSCM, a Delaware limited partnership, was founded by William A. Ackman on January 1, 2004. PSH was incorporated with limited liability under the laws of the Bailiwick of Guernsey on February 2, 2012. It commenced operations on December 31, 2012 as a registered open-ended investment scheme, and on October 2, 2014 converted into a registered closed-ended investment scheme. Public Shares of PSH commenced trading on Euronext Amsterdam N.V. on October 13, 2014. On May 2, 2017, PSH’s Public Shares were admitted to the Official List of the UK Listing Authority and commenced trading on the Premium Segment of the Main Market of the London Stock Exchange (“LSE”).
Pershing Square Holdings, Ltd. and Pershing Square, L.P. (“PSLP”) NAV Performance vs. the S&P 500
PSLP/PSH Net Return*
PSLP Net Return(1,2)
Pershing Square, L.P.
Year-to-date through March 23, 2021
January 1, 2004–March 23, 2021(1,4)
Cumulative (Since Inception)
Compound Annual Return
December 31, 2012–March 23, 2021(1,4)
Cumulative (Since PSH Inception)
Compound Annual Return
* NAV return an investor would have earned if it invested in PSLP at its January 1, 2004 inception and converted to PSH at its launch on December 31, 2012. Also see endnote 1 on page 110. Past performance is not a guarantee of future results. All investments involve risk, including the loss of principal. Please see accompanying endnotes and important disclaimers on pages 110-112.
When I wrote to you last year, we were mere months into what became a year that none of us will ever forget. COVID-19 has infected more than 100 million people around the world and millions have died. Our thoughts continue to be with all those who have lost family members and friends to the virus, or have suffered great hardship due to the impact it has had on their daily lives. It may take years for certain aspects of our lives to return to the way they were before COVID-19, and many things we took for granted have been irrevocably changed.
In 2020, both our portfolio companies and our Investment Manager faced rapidly changing conditions and challenges. They were forced to adapt and pivot in record time to protect their employees and preserve their businesses. You will read more about the actions of our portfolio companies in the Investment Manager’s Report. Our Investment Manager’s employees have been working remotely for over a year now. Fortunately, they have adapted exceptionally well to the change in circumstances, and the investment team has continued to work efficiently and effectively with great support from the operational team. Amid such a challenging period of time, I am pleased to report that not only did the Investment Manager protect your investment in PSH last year, but it delivered exceptional returns, making 2020 the best year of performance since the inception of the Investment Manager’s strategy in 2004.
In addition to successfully navigating the volatile financial markets and tumultuous business conditions, the Investment Manager and the PSH Board were active on a number of fronts throughout the year. To highlight several: PSH issued two tranches of debt totaling $700 million, repurchased $286 million of PSH’s outstanding Public Shares, continued PSH’s dividend program, welcomed a new Board member, and gained entry to the FTSE 100 in December 2020. The Investment Manager, with oversight from the PSH Board, committed to a new investment by forming Pershing Square Tontine Holdings, Ltd. (“PSTH”). PSTH is a special purpose acquisition company, (or “SPAC”) and it listed on the New York Stock Exchange on July 22, 2020. PSTH is expected to combine with a private business in an initial business combination (or de-SPAC transaction) which will result in PSH owning a minority shareholding in a newly listed public company.
I discuss these initiatives, among others, in detail below.
During the year ended December 31, 2020, PSH’s total Net Asset Value (“NAV”) return including dividends was 70.2%, ending the year at $45.46 per share.i PSH generated a total shareholder return of 84.8% as a result of the narrowing of the discount to NAV at which PSH shares trade.ii Over the same period, the S&P 500 increased 18.4%.iii
PSH’s outperformance was driven by its purchase of index credit default swaps in February 2020, and the subsequent unwinding of those hedges. When we published our 2019 Annual Report in April 2020, I stated that the PSH Board appreciated the Investment Manager’s foresight in using the hedges to protect the portfolio from severe declines in the stock market in Q1 2020. Now that we can reﬂect on the events of the full year of 2020, we also commend the Investment Manager’s actions in successfully identifying the optimal moment to reinvest the proceeds from the hedges as the markets recovered.
The Investment Manager continues to engage with PSH’s portfolio companies through direct board representation in some situations, and less formal, private engagement in others. PSH’s portfolio companies have responded well to the challenges of the pandemic, and the Investment Manager believes that they will continue to recover and thrive over the long term, allowing for signiﬁcant further share price appreciation. The outlook for PSH’s portfolio companies is described further in the Investment Manager’s Report.
The Board has delegated the task of managing the Company’s assets to the Investment Manager as set out in the Investment Management Agreement (the “IMA”) entered into by PSH and Pershing Square Capital Management, L.P. at the inception of PSH. Although the Board does not make individual investment decisions, the Board is ultimately accountable for oversight of the Investment Manager. In 2020, the Board adopted terms of reference describing its principal responsibilities, which are available on the PSH website.
The Investment Manager is a fundamental value investor that utilizes a range of activist strategies to unlock long-term value for shareholders, and seeks to invest in excellent businesses with opportunities for improvement. These businesses tend to be large- cap companies that generate relatively predictable and growing free-cash-ﬂows, with formidable barriers to entry and a compelling value proposition.
As mentioned above, PSH invested in index credit default swaps in February 2020 and unwound the positions in March. When faced with the challenge of re-investing the considerable proceeds from the hedges, the Investment Manager prudently chose to primarily invest in existing portfolio companies it knew well, including Agilent (“A”), Hilton (“HLT”), Lowe’s (“LOW”), and Restaurant Brands (“QSR”), and to re-establish a core investment in Starbucks (“SBUX”).
In the summer of 2020, the Investment Manager initiated a new portfolio investment for PSH by launching a SPAC, PSTH. On July 22, 2020, PSTH raised $4 billion in its IPO on the New York Stock Exchange. The Company, Pershing Square, L.P. and Pershing Square International, Ltd. (collectively, the “Pershing Square Funds”) entered into a Forward Purchase Agreement where they committed to contributing an additional $1 billion, with the option to increase their investment up to $3 billion (including capital from Pershing Square co-investment funds) such that in total, PSTH has $5 billion to $7 billion of equity capital for use in its initial business combination.
In addition, the Pershing Square Funds purchased a Sponsor Warrant exercisable at $24 per share to purchase 5.95% of the fully diluted business combination. In typical SPAC transactions, the sponsor is owned by the investment manager. However, the SPAC sponsor for PSTH is 100% owned by the Pershing Square Funds, ensuring that the Investment Manager’s incentives are fully aligned with the performance of the funds, and that there is no conﬂict of interest between the Investment Manager and PSH. The creation of PSTH did not require PSH Board approval, but the Investment Manager kept the Board informed of its actions and processes as they were considered and executed.
In 2020, the Investment Manager also increased PSH’s ownership of HHC and exited its investment in Berkshire Hathaway. During the period of heightened volatility last spring, a number of non-core investments were also initiated and sold. Later in the year, smaller notional amounts of CDS were purchased as spreads narrowed. The Investment Manager will provide a more detailed portfolio update in the following pages.
The PSH Board took several corporate actions in 2020 that we believe will contribute to the long-term success of the Company.
- Bond Issuances In 2020, PSH completed two new bond issuances, raising a total of $700 million of additional capital at highly attractive interest rates: $500 million of 3.250% 10-year unsecured Bonds due November 2030 (the “2030 Bonds”) and $200 million of 3.000% 12-year unsecured Bonds due July 2032 (the “2032 Bonds”). The Company currently has $2.1 billion of debt in four tranches.
The 2030 Bonds and 2032 Bonds rank equally in right of payment with PSH’s existing $1 billion of 5.500% Bonds due July 2022 (the “2022 Bonds”), and PSH’s $400 million of 4.950% Bonds due July 2039 (the “2039 Bonds”).
The Company’s total debt to capital ratio was 18.8% as of December 31, 2020, and 18.0% as of March 23, 2021.iv PSH maintains conservative leverage levels and investment grade ratings on its debt. PSH’s long-term debt management strategy focuses on managing leverage over time by increasing NAV through strong performance and laddering its maturities through new issuances. The Board believes that it is appropriate for PSH to use a prudent amount of debt to enhance our returns to shareholders, and that our laddered maturities from 2022 to 2039 are well matched to our long-term investment horizon.
- Dividend Since February 2019, PSH has paid a quarterly dividend of $0.10 per Public Share, a 1.1% yield at the current PSH share price.v The dividend represents a return of capital at NAV which can currently be reinvested in PSH shares at a discount to NAV. In 2020, PSH returned $81 million of capital to shareholders via the dividend. The Board has continued the quarterly dividend as it believes that the payment expands PSH’s potential investor base to include shareholders who prefer or are required to invest in dividend-paying equities. As PSH’s current dividend yield is similar to that of the S&P 500, we believe this further emphasizes that PSH is an attractive alternative to an S&P500 portfolio.vi
- Share Buyback Programs As we have discussed in previous letters, when considering potential share repurchase programs, the Board consults with the Investment Manager and considers a number of factors including: the available free cash and the likelihood that such cash would be deployed into an attractive new investment in a given market environment; the level at which our current portfolio holdings trade relative to their intrinsic values; our leverage levels; the discount to NAV at which the shares would be repurchased; and the impact further reductions would have on the free ﬂoat of PSH shares.
In 2020, PSH repurchased a total of $286 million of PSH Public shares, representing 13.7 million PSH Public Shares at an average price of $20.81 per share and an average discount of 32%. Since May 2, 2017, when PSH initiated its ﬁrst share repurchase program, through March 23, 2021, the Company has repurchased 50.8 million PSH Public Shares at a total cost of $837 million at an average price of $16.46 per share and an average discount of 26.5%. PSH buybacks and purchases by PSCM affiliates reduced the free ﬂoat by 9.9% in 2020 and by 37% since PSH’s IPO.vii Today, as a result of purchases by PSCM affiliates and the buyback programs, PSCM affiliates now own approximately 25% of PSH on a fully diluted basis.viii
FTSE 100 INCLUSION
The FTSE 100 Index represents the 100 largest companies by market capitalization on the London Stock Exchange. I am pleased to report that in December 2020, PSH gained entry to the FTSE 100. This achievement is both symbolic, as it is an honor to be a part of this prestigious group, but also it has materially positive practical implications. Inclusion in the FTSE 100 has led to increased demand for PSH shares by funds who track the index and are required to purchase the shares. The inclusion also provides added global visibility and an opportunity to share our investment story with a wider audience. Over time, we hope investors will realise that PSH is undervalued relative to the other FTSE 100 constituents as PSH’s market capitalisation is at a signiﬁcant discount to its underlying NAV.
DISCOUNT TO NET ASSET VALUE
The Board pays close attention to the discount to NAV at which PSH’s Public Shares currently trade. The Board was pleased to see PSH’s discount narrowed by 5.9%, from 28.9% in the beginning of 2020 to 23.0% as of December 31, 2020, although it has widened slightly to 24.7% as of March 23, 2021.ix
The Board continues to hold the view that PSH shares are undervalued at current levels. The Board believes that the recent narrowing of the discount occurred largely as a result of continued positive NAV performance, increased awareness of PSH, and additional buying demand for PSH shares following our inclusion in the FTSE 100 in December 2020. It is however an anomaly that PSH, which owns almost 91% of the PSTH Sponsor Warrant, trades at a discount to NAV, while PSTH, which does not share in the potential upside of the Sponsor Warrant, trades at a 33.1% premium to its IPO price.x We expect that continued strong performance and appreciation of the fact that PSH is undervalued will lead to a further narrowing of the discount over time.
CORPORATE GOVERNANCE / BOARD
The Board continues to work effectively and diligently on behalf of all shareholders.
Ed Gascoigne-Pees / Hazel Stevenson +44 020 3757 4989, firstname.lastname@example.org
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