Pershing Square USA, Ltd. has submitted a registration statement to the Securities and Exchange Commission proposing an initial public offering of its common shares at a set price of $50 per share, according to the company.
The investment vehicle, which operates as a closed-end company under the management of Pershing Square Capital Management, is targeting a minimum raise of $5 billion. That amount includes a private placement of $2.8 billion that the company intends to close at the same time as the public offering.
In parallel, Pershing Square Inc. - identified as the prospective parent company of the investment manager - has filed a separate registration statement for its own initial public offering of common stock. Under the structure disclosed, purchasers of PSUS shares will receive an additional allocation of 20 PSI shares for every 100 PSUS shares acquired at no extra cost.
The filing specifies a combined ceiling on gross proceeds of $10 billion for the IPO and the private placement together, before taking into account any underwriter overallotment option. The firm noted that all net proceeds from both transactions will be paid to PSUS; PSI is not expected to receive proceeds from the offerings.
Should both offerings move forward, the companies anticipate listing their equity on the New York Stock Exchange, with expected ticker symbols of "PSUS" for the closed-end vehicle and "PS" for the parent entity, subject to completion of the regulatory process.
Citigroup Global Markets Inc., UBS Investment Bank, BofA Securities Inc., Jefferies LLC and Wells Fargo Securities LLC are named as global coordinators and bookrunners for the combined transactions.
The company emphasized that the IPOs remain conditional on market conditions and the completion of the SEC review process, and that there is no assurance as to timing or the final terms of either offering.
Context and structure
The filings outline a dual-offering approach: a listed closed-end fund seeking capital through both public and private channels, and a separate public transaction for a prospective parent company linked to share allocations for early investors in the closed-end vehicle. The arrangement places proceeds with the closed-end entity while offering an equity linkage to the parent company.