Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) (PSTH) agreed to acquire 10% stake in Universal Music Group B.V. from Vivendi SE (ENXTPA:VIV) for $3.9 billion on June 20, 2021. The transaction has an enterprise value of $42 billion. As of July 18, 2021, board of directors of Pershing Square Holdings, Ltd. (ENXTAM:PSH), a fund of Pershing Square Capital Management, L.P. unanimously determined not to proceed with the Universal Music Group transaction, and to assign the share purchase agreement to Pershing Square Holdings, Ltd. and affiliates. Pershing Square has also agreed to assume the Vivendi indemnity agreement and UMG transaction costs.

In a related transaction, Vivendi is going to spin-off and list Universal Music Group on Euronext Amsterdam. The transaction is subject to aggregate redemption price of all Class A common stock paid upon completion of the redemption tender offer not exceeding $1 billion in the aggregate, a condition in favor of Vivendi that its shareholders approve Vivendi's distribution of 60% of UMG's share capital and the admission to trading of UMG's ordinary shares on the regulated markets of Euronext Amsterdam, a requirement that PSTH certifies to Vivendi that RemainCo will hold at least $1 billion of cash and marketable securities following the redemption tender offer and closing of the purchase of the transaction. The transaction is also subject to the waiting period under the HSR Act being expired or been terminated, execution of registration rights agreement, indemnification agreement being effective and other customary closing conditions. The transaction has been approved by the Boards of Directors of both PSTH and Vivendi along with the shareholders of Vivendi. The transaction is expected to be completed by late August to early September.

Loyens & Loeff N.V. acted as notary advisor for PSTH. Joseph C Shenker, Scott D Miller and Olivier de Vilmorin of Sullivan & Cromwell LLP and Stephen Fraidin, Gregory P. Patti, Jr., Brad Smith, Andrew Rivera, Nicholas Gravante, Amanda Devereux, Linda Swartz, Jason Schwartz, Joseph Soltis, David Teigman, Nicholas LaSpina, Ray Shirazi and Nicholas Allen of Cadwalader, Wickersham & Taft LLP acted as legal advisors for PSTH. Me Dominique Bompoint of Cabinet Bompoint and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Vivendi. Perella Weinberg Partners acted as financial advisor to the PSTH Board of Directors. Sebastian Fain, Pamela Marcogliese, Dirk-Jan Smit, Hanneke Rothbarth, Sarah Solum, Andrea Basham, Brechje Nollen, Maj Vaseghi, Eelco Van Der Stok, Claude Stansbury, Richard Snyder, and Michael Broeders of Freshfields Bruckhaus Deringer LLP and Freshfields Bruckhaus Deringer LLP (Amsterdam) acted as legal advisors to UMG. Lazard Frères Banque SA acted as financial advisor to Vivendi. Perella Weinberg Partners (NasdaqCM:PWP) also acted as the fairness opinion provider to the Board of Pershing. Pershing paid Perella Weinberg $5,000,000 upon the delivery of Perella Weinberg's opinion, and will pay $5,000,000 upon the first to occur of the consummation of a tender offer made to, or the holding of a stockholder vote of, the Company's stockholders in connection with the UMG Business Combination that constitutes or includes a redemption offer to the Company's Class A stockholders, plus $5,000,000 upon consummation of the UMG Business Combination. Morrow Sodali LLC and Continental Stock Transfer & Trust Company acted as the information agent and Depository for the Pershing as part of the acquisition respectively. Pieter Schütte, Marieke Driessen and IJsbrand van Straten of Stibbe N.V. acted as legal advisor to Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) in the transaction.