Bill Ackman revives plan for dual NYSE listing tied to Pershing Square USA

Bill Ackman has moved to take his hedge fund business public, filing for a paired New York Stock Exchange listing that would give investors exposure to both a new closed-end fund and the management company overseeing it.

The proposed transaction involves Pershing Square USA, a closed-end investment company, and Pershing Square Inc., a prospective parent of Pershing Square Capital Management, according to filings and a company press release dated Tuesday. Shares of Pershing Square USA and Pershing Square Inc. are expected to list on the NYSE under the symbols “PSUS” and “PS,” respectively, if the deal is completed.

As reported by Barron’s, Pershing Square said in a Tuesday filing that the combined offering would make the company publicly traded, “which we believe will enhance our access to capital for our growth initiatives and our ability to attract and retain investment professionals and other employees.”

Dual offering structure, with an equity “sweetener”

The pitch to investors centers on a bundled structure. Pershing Square USA shares are set at $50 each, and investors in the initial public offering would receive 20 shares of Pershing Square Inc. for every 100 shares of Pershing Square USA purchased, at no additional cost, the materials said. Institutional investors participating in a private placement – $2.8 billion in commitments that is expected to settle alongside the IPO – would receive 30 shares of Pershing Square Inc. for every 100 Pershing Square USA shares, according to Barron’s.

The closed-end fund format can be a tougher sell in a market where many investors prefer daily liquidity. Unlike open-end mutual funds or most ETFs, closed-end funds issue a set number of shares and investors typically exit by selling on the exchange, which can lead to persistent discounts or premiums relative to the value of underlying holdings.

Ackman attempted to take Pershing Square USA public in 2024, but the offering did not move forward due to insufficient demand. Its latest bid appears designed to address that head-on by effectively attaching a second security – equity in the management company – to the fund purchase.

Read more: Bill Ackman's US fund set to debut at $2B following IPO delay

Size targets and where the money goes

Pershing Square USA is seeking an aggregate offering size of at least $5 billion, inclusive of the $2.8 billion private placement commitments, according to a Wall Street Journal report citing the Tuesday press release. The company said it does not intend to increase the aggregate offering size so that proceeds from the offering and private placement exceed $10 billion.

A key detail for advisors evaluating the structure: the press release said all net proceeds of the combined IPO would be received by Pershing Square USA, and the transaction would not result in proceeds to Pershing Square Inc.

Pershing Square has framed the listing as part of a longer-term push to build a permanent-capital investment vehicle, an approach often associated with holding companies and closed-end structures.

In an SEC filing cited by CNBC, the firm said “Permanent capital allows us to take a long-term view and be opportunistic during periods of market volatility, without being exposed to the need to raise capital by selling assets to meet redemptions during such periods.”