Latest news with #InvestmentManagementAgreement
Business Wire
05-08-2025
- Business
- Business Wire
Pershing Square Holdings, Ltd. ('PSH') Announces Amendments to its Investment Management Agreement Which Will Reduce Fees Paid by PSH With Respect to It's Holdings of Common Stock in Howard Hughes Holdings, Inc. ('HHH')
LONDON--(BUSINESS WIRE)--Pershing Square Holdings, Ltd. (LN: PSH) (LN: PSHD) today announced that its investment manager, Pershing Square Capital Management, L.P. (the 'Investment Manager'), proposed certain amendments to PSH's Investment Management Agreement (the 'IMA') that will reduce the management fees paid by PSH. The Board of PSH approved these amendments to the IMA. PSH also announced today that it, along with Pershing Square, L.P. ('PSLP'), Pershing Square International, Ltd. ('PS International', and together with PSH and PSLP, the 'Funds'), the Investment Manager's parent company, Pershing Square Holdco, L.P. ('ManagementCo'), and the Investment Manager are entering into a Voting Proxy Agreement (the 'Voting Proxy Agreement') appointing ManagementCo as designated proxy to vote all common stock of HHH owned by the Funds. Amendments to IMA The amendments to the IMA follow ManagementCo's investment of $900 million to acquire nine million newly issued shares of common stock with a par value $0.01 of HHH (the 'Common Stock') on May 5, 2025 (the 'Transaction'). After giving effect to the Transaction, ManagementCo, PSH and the other Funds collectively own approximately 46.9% of HHH common stock outstanding. As previously announced, in connection with the Transaction, HHH entered into a Services Agreement with the Investment Manager pursuant to which the Investment Manager will provide investment, advisory, and other ancillary services to HHH (the 'Services Agreement'), and HHH will pay the Investment Manager a quarterly fee further described in the following joint press release: The amendments to the IMA provide for reductions to the management fees otherwise payable by PSH to the Investment Manager. The reduction will be an amount equal to the fees payable to the Investment Manager by HHH that are attributable to the HHH common stock held by PSH. Voting Proxy Agreement Under the IMA, the Investment Manager has sole authority to determine how to vote securities held by PSH, including common stock of HHH, unless otherwise specifically agreed to in writing by PSH and the Investment Manager. PSH's entry into the Voting Proxy Agreement, joining the other Funds in appointing ManagementCo as designated proxy to vote all common stock of HHH owned by the Funds, is intended to support the strategic purposes of the Transaction and to address legal and regulatory considerations, among other reasons. This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities. The Investment Manager is a related party of PSH under UKLR 11 for the purposes of UKLR 8. The amendment of the IMA and corresponding reduction of management fees otherwise payable by PSH to the Investment Manager is a transaction for the benefit of PSH with no financial benefit to the Investment Manager and, as such, falls below the threshold for a relevant related party transaction specified in UKLR 11. About Pershing Square Holdings, Ltd. Category: (PSH:Other)
Business Wire
23-06-2025
- Business
- Business Wire
Three Leading Proxy Advisors Recommend ECAT Shareholders Support Board Nominees and Oppose Saba's Termination Proposal Ahead of June 26 Annual Meeting
NEW YORK--(BUSINESS WIRE)--BlackRock Advisors, LLC ('BlackRock') announced today that Egan-Jones recommended that shareholders of BlackRock ESG Allocation Term Trust (NYSE: ECAT) (the 'Fund') vote on the WHITE card FOR all ten incumbent Board nominees and AGAINST the proposal put forth by a dissident shareholder to terminate BlackRock as investment adviser at the Fund's annual meeting on June 26, 2025. In making its recommendation, Egan-Jones opposed the dissident's full slate of eight nominees. Egan-Jones joins Institutional Shareholder Services ('ISS') and Glass Lewis as the third independent proxy advisory firm to recommend shareholders vote in favor of incumbent Board nominees and against the proposal put forth by the dissident. Important statements in the Egan-Jones report include 1: '…we recommend shareholders vote on the WHITE proxy card FOR all 10 management nominees and AGAINST Saba's shareholder proposal to terminate the investment management agreement.' 'ECAT's shareholder returns have been superior compared to peers.' 'We believe that Saba Capital has not made a compelling case to terminate the Investment Management Agreement. In our view, the Fund has benefited from BlackRock's extensive expertise as an investment advisor for years, and as such termination of the agreement will be detrimental to the Fund's future state. We believe that approval of the proposal is not in the best interests of the Fund and its shareholders.' As previously announced, ISS and Glass Lewis recommended shareholders vote on the WHITE proxy card FOR Board nominees and AGAINST the termination proposal, and that they do NOT vote on the dissident's gold proxy card. VOTE FOR ALL BOARD NOMINEES AND AGAINST TERMINATION ON THE WHITE PROXY CARD TODAY Only your latest dated proxy will count at the meeting. Please do NOT send back any proxy card other than the one you receive from BlackRock as this will cancel your prior vote for the Board nominees. If you have already sent back a gold proxy card, you can still change your vote by (1) using the website provided on the WHITE proxy card; (2) calling the toll-free number provided on the WHITE proxy card; or (3) promptly completing, signing, dating and returning the WHITE proxy card. Any of these actions will replace the proxy card you previously completed. If you have any questions about the nominees or proposals to be voted on, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (866) 441-6128. The Fund's letters, proxy statement and proxy card for the annual meeting of shareholders to be held on June 26, 2025 are available at More information about ECAT may be found here: 1 Permission to use quotes was neither sought nor obtained.
