Ackman Re-Engages With SPAC Target After Deal for UMG Stake

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Bill Ackman said he has already re-engaged with a potential target for his remaining blank-check company after reaching a deal to buy a 10% stake in Universal Music Group before its spinoff from Vivendi SE this year.

As part of the deal announced Sunday with Vivendi, investors in Ackman’s blank-check company, Pershing Square Tontine Holdings Inc., will not only receive shares in Universal Music but will also retain common stock in Ackman’s remaining blank-check company, which he refers to as “Remainco.” They will also receive warrants in a soon-to-be-listed third vehicle, a special purpose acquisition rights company, or SPARC, which will give them an option to participate in future deals.

The Vivendi transaction effectively will shrink the size of Ackman’s Remainco blank-check company, allowing it to go after smaller targets that want to go public but require less cash than Pershing Square Tontine’s original targets.

“Remainco will have a much, much larger universe of opportunities,” Ackman said on a conference call Wednesday. “We did see a number of opportunities that looked interesting, including one we did a high degree of due diligence on. But it just didn’t make sense to put $5 billion of capital in a company of that size. They couldn’t use that money.”

He said now that the remaining blank-check company is seeking smaller targets, it has re-engaged with that company. He said he remains open to other opportunities, and may even seek to take a majority stake or 100% ownership of a new target company after the restraints are lifted on the Remainco following the Vivendi deal. Remainco will be publicly listed and have roughly $1.6 billion in cash and another $1.4 billion in unexercised forward-purchase agreements.

“If someone needs $1.5 billion to $3 billion and wants to go public tomorrow, call me,” Ackman said, even giving out his phone number on the call. “But the business has to meet our criteria. We’ve made those criteria very clear. We want a business of a quality of Universal Music Group.”

He wouldn’t give a time frame for a transaction with Remainco but said he expected things to move quickly.

Shares in Pershing Square Tontine fell 2.2% in trading Wednesday in New York to $23.21 as of 1:42 p.m.

Vivendi Deal

The billionaire investor had done in-depth work on a handful of potential targets before focusing on talks with Vivendi in November.

Pershing Square Tontine had sought to acquire about 17.5% of Universal Music but for tax reasons settled on 10%, he said, adding that he looked forward to owning more of the company at a later date.

“We discovered Universal reasonably early,” he said. “We got our first meeting, and it was love at first sight, and as a result we kind of dug in, and we really stopped looking at other opportunities at that time.”

Ackman said Universal Music might explore a secondary listing in the U.S. after its shares are listed in Amsterdam this year, and would likely issue a dividend. He said he has spoken with the New York Stock Exchange and U.S. investors, and they are interested. Ultimately, he said it would be up to the new Universal Music board to decide. But he said a dual listing could be accomplished within a matter of weeks after its European listing.

“There are many U.S. investors that don’t have the ability to hold a Euronext-listed company, or would vastly prefer to own a business that is listed on the New York Stock Exchange or Nasdaq in this market,” he said, adding there are no restrictions that would prevent it from doing so. “I think we would have a lot of happy shareholders.”

Ackman also made a case for why Universal Music should trade at a premium to the only other publicly traded comparable company, Warner Music Group. He said he believed Universal Music was a “vastly superior business” with revenue, profit and market share growth twice that of Warner Music. Pershing Square estimates Universal Music could trade at a 20% to 40% premium to Warner Music shares.

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