SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

PERSHING SQUARE TONTINE HOLDINGS, LTD.

(Name Of Subject Company (Issuer) And Filing Person (Offeror))

Redeemable Warrants

(Title of Class of Securities)

71531R117

(CUSIP Number of Redeemable Warrants)

William A. Ackman

787 Eleventh Avenue, Ninth Floor

New York, New York, 10019

(212) 813-3700

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Joseph C. Shenker Scott D. Miller Alan J. Sinsheimer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000 Stephen Fraidin Gregory P. Patti Jr. Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 221-504-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount Of Filing Fee**
$131,498,869.04	$14,346.53

* Calculated solely for purposes of determining the filing fee. As described herein and subject to the terms and conditions set forth herein, the aggregate consideration offered by the issuer in this transaction is equal to the result of (i) 22,222,222, the number of issued and outstanding distributable redeemable warrants multiplied by (ii) 0.2650, the number of shares of Class A Common Stock for which each warrant may be exchanged in the offer multiplied by (iii) $22.33, the average of the high and low prices as reported on the New York Stock Exchange on July 6, 2021.

** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 issued August 26, 2020, for fiscal year 2021, and equals $109.10 per $1,000,000 of the value of the transaction.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $14,346.53	Filing Party: Pershing Square Tontine Holdings, Ltd.
Form or Registration No.: Schedule TO	Date Filed: July 8, 2021

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) by Pershing Square Tontine Holdings, Ltd. (the “Company”) on July 8, 2021, with respect to an offer (the “Warrant Exchange Offer”), by the Company to exchange all outstanding distributable redeemable warrants (the “Public Warrants”), at an exchange ratio of 0.2650 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), per Public Warrant, upon the terms and subject to the conditions set forth in the Offer to Exchange, dated July 8, 2021 (the “Offer to Exchange”) and the accompanying Exchange Offer Letter of Transmittal and Consent (the “Exchange Offer Letter of Transmittal”), each of which was filed as an exhibit to the Schedule TO. The Warrant Exchange Offer was scheduled to expire at 11:59 p.m., New York City time, on August 9, 2021, unless extended or earlier terminated.

Items  1 through 11.

Items 1 through 11 of the Schedule TO are hereby amended by adding the following new paragraphs thereto:

“Termination of the Warrant Exchange Offer

On July 19, 2021, the Company issued a Press Release announcing that it was terminating the Warrant Exchange Offer after the Company’s board of directors unanimously determined that it was in the best interest of the Company’s shareholders not to proceed with the Universal Music Group transaction as planned. The Press Release, dated July 19, 2021, is attached hereto as Exhibit (a)(5)(vii) and is incorporated herein by reference

The Company has, in accordance with the terms of the Warrant Exchange Offer, notified Continental Stock Transfer & Trust Company (the “Depositary”) of the termination of the Warrant Exchange Offer.

As a result of this termination, no Public Warrants will be exchanged for shares of Class A Common Stock in the Warrant Exchange Offer and all Public Warrants previously tendered and not withdrawn will be promptly returned to tendering holders.”

Item  12.

Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following exhibit:

(a)(5)(vii)            Press Release, dated July 19, 2021.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2021	PERSHING SQUARE TONTINE HOLDINGS, LTD.
	By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Chief Executive Officer and Chairman

EXHIBIT INDEX

(a)(1)(i)*	Offer to Exchange, dated July 8, 2021.
(a)(1)(ii)*	Form of Exchange Offer Letter of Transmittal and Consent (including IRS Form W-9).
(a)(1)(iii)*	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(iv)*	Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press Release, dated June 20, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on June 21, 2021).
(a)(5)(ii)	UMG Video Presentation Transcript, dated June  23, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2021).
(a)(5)(iii)	Investor Call Transcript, dated June  23, 2021 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2021).
(a)(5)(iv)	Investor Presentation, dated June 23, 2021(incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2021).
(a)(5)(v)	Frequently Asked Questions, dated June  25, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2021).
(a)(5)(vi)	Press Release, dated June 25, 2021 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2021).
(a)(5)(vii)	Press Release, dated July 19, 2021.
(b)	Not applicable.
(c)	Opinion of Perella Weinberg Partners LP, dated June 19, 2021.
(d)(i)	Share Purchase Agreement, dated as of June  20, 2021, by and among the Company and Vivendi S.E. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with SEC on June 25, 2021).
(d)(ii)	Pershing Entities Letter Agreement, dated June  20, 2021, by and among Pershing Square Tontine Holdings, Ltd, Pershing Square TH Sponsor, LLC, Pershing Square Holdings, Ltd., Pershing Square, L.P., Pershing Square International, Ltd., Lisa Gersh, Michael Ovitz, Jacqueline D. Reses and Joseph S. Steinberg (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with SEC on June 25, 2021).
(d)(iii)	Registration Rights Agreement, dated June  20, 2021, by and among Pershing Square Tontine Holdings, Ltd, Pershing Square TH Sponsor, LLC, and Universal Music Group B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with SEC on June 25, 2021).
(d)(iv)	Indemnification Agreement, dated June  20, 2021, by and between Pershing Square Tontine Holdings, Ltd. and Vivendi S.E. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with SEC on June  25, 2021).

(d)(v)	Seconded Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to Amendment No.  4 to Registration Statement on Form S-1/A filed by the Company with the SEC on July 20, 2020).
(d)(vi)	Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(vii)	Warrant Agreement, dated July 21, 2020, between the Company and Continental Stock Transfer  & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(viii)	Sponsor Warrant Agreement, dated July 21, 2020, between the Company and Continental Stock Transfer  & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(ix)	Director Warrant Agreement, dated July 21, 2020, between the Company and Continental Stock Transfer  & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(x)	Securities Subscription Agreement, dated May  7, 2020, between the Company and Pershing Square TH Sponsor, LLC (incorporated by reference to Exhibit 10.5 to Amendment No.  1 to the Registration Statement on Form S-1/A filed by the Company with the SEC on July 6, 2020).
(d)(xi)	Amended and Restated Promissory Note, dated June  20, 2020, issued to Pershing Square TH Sponsor, LLC (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to Registration Statement on Form S-1/A filed by the Company with the SEC on July  6, 2020).
(d)(xii)	Forward Purchase Agreement, dated June  21, 2020, between the Company, Pershing Square, L.P., Pershing Square International, Ltd., and Pershing Square Holdings, Ltd. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-1/A filed by the Company with the SEC on July 6, 2020).
(d)(xiii)	Letter Agreement, dated July  21, 2020, among the Company, and its directors, officers, Pershing Square TH Sponsor, LLC, Pershing Square, L.P., Pershing Square International, Ltd. and Pershing Square Holdings, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xiv)	Registration Rights Agreement, dated July  21, 2020, between the Company and its directors, Pershing Square TH Sponsor, LLC, Pershing Square, L.P., Pershing Square International, Ltd. and Pershing Square Holdings, Ltd. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xv)	Sponsor Warrant Purchase Agreement, dated July  21, 2020, between the Company and Pershing Square TH Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xvi)	Director Warrant Purchase Agreement, dated July  21, 2020, between the Company and Lisa Gersh (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xvii)	Director Warrant Purchase Agreement, dated July  21, 2020, between the Company and Michael Ovitz (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xviii)	Director Warrant Purchase Agreement, dated July  21, 2020, between the Company and Jacqueline Reses (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xix)	Director Warrant Purchase Agreement, dated July  21, 2020, between the Company and Joseph Steinberg (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).

(d)(xx)	Director Warrant Purchase Agreement, dated July 21, 2020, between the Company and The Joseph S and Diane H Steinberg Charitable Trust (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xxi)	Director Forward Purchase Agreement, dated July  21, 2020, between the Company and Michael Ovitz (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(d)(xxii)	Director Forward Purchase Agreement, dated July  21, 2020, between the Company and Jacqueline Reses (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed by the Company with SEC on July 28, 2020).
(g)	Not applicable.
(h)	Not applicable.

* Previously filed with the Schedule TO on July 8, 2021.

EX-99.(A)(5)(VII)

Exhibit (a)(5)(vii)

Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders

NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter.

July 19, 2021

Dear PSTH Shareholder,

Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreement to Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) and affiliates (“PSH and affiliates” or “Pershing Square”). Pershing Square has also agreed to assume the Vivendi indemnity agreement and our UMG transaction costs.

In light of these developments, PSTH is withdrawing its Redemption Tender Offer and related Warrant Exchange Offer.

Our decision to seek an alternative initial business combination (“IBC”) was driven by issues raised by the SEC with several elements of the proposed transaction – in particular, whether the structure of our IBC qualified under the NYSE rules.

We and our counsel had multiple discussions with the SEC attempting to change its position on the issues that it had identified. Ultimately, our board concluded that it was in the best interest of shareholders to assign the UMG stock purchase agreement to Pershing Square (which is specifically permitted under the terms of the agreement with Vivendi) as it did not believe PSTH would be able to consummate the transaction in light of the SEC’s position. Management and the board believe that greater shareholder value can be created by working expeditiously to identify a new merger partner.

PSTH has 18 months remaining to close a new transaction unless extended by the vote of our shareholders. In light of our recent experience, our next business combination will be structured as a conventional SPAC merger.

While we are disappointed with this outcome, we continue to believe that the unique scale and favorable structural features of PSTH will enable us to find a transaction that meets our standards for business quality, durable growth, and a fair price. We are highly economically and reputationally motivated to consummate a successful transaction. We will, however, only complete a deal that meets our high standards.

Our share price has fallen by 18% since the transaction was announced on June 4^th. While we believe our shareholders recognize UMG’s extraordinary attributes including its attractive growth characteristics, business quality, and superb management team, we underestimated the reaction that some of our shareholders would have to the transaction’s complexity and structure. We also underestimated the transaction’s potential impact on investors who are unable to hold foreign securities, who margin their shares, or who own call options on our stock.

While management and the board clearly understood that the intricacies of our transaction structure could affect its attractiveness in the short term, we believed that substantial shareholder value would have emerged over the intermediate to long term from the sum of the parts that were created in the

transaction, namely: (1) UMG, (2) PSTH RemainCo, and (3) warrants on Pershing Square SPARC Holdings, Ltd. Furthermore, we expected that the transaction’s structural issues would largely be resolved by the end of this year.

While PSTH shareholders will not receive UMG stock, UMG will become a public company when it is listed on Euronext Amsterdam in September.

None of us anticipated this outcome. Yet, despite the inability of PSTH to consummate the UMG transaction, our counterparty was not left at the altar. Pershing Square will be fulfilling PSTH’s commitment to Vivendi. Pershing Square intends to be a long-term UMG shareholder, and will endeavor to work with UMG management to help create value for all stakeholders.

We are devoting our full resources to identifying and consummating a new transaction for the benefit of PSTH shareholders. We remain extremely grateful for your patience and support.

Sincerely,

William A. Ackman

Important Additional Information and Where to Find It

This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities. This communication 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 PSTH and certain of the matters discussed in this press release is available at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release 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 PSTH’s annual report on Form 10-K and other documents PSTH 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 PSTH 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. PSTH does not give any assurance that PSTH will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by PSTH or any other person that the events or circumstances described in such statement are material.

About Pershing Square Tontine Holdings, Ltd.

Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with a private company. PSTH is sponsored by Pershing Square TH Sponsor, LLC (the “Sponsor”), an affiliate of Pershing Square Capital Management, L.P., a registered investment advisor with approximately $14 billion of assets under management. www.PSTontine.com

Contacts

Media Contact:

Fran McGill

212-909-2455

McGill@persq.com