<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014at a higher rate if their stocks decline than if theirshare prices were to have risen over the sameperiod.Because these businesses have superioreconomic characteristics and limited or negativefinancial leverage, I would expect our longinvestments, on average, to decline less than themarket as a whole in a dramatic market decline.The stock prices of our investments, however, arestill likely to decline during periods of equity marketdeclines unless specific value-creating eventsoccur that will cause a realization of value.Pershing’s investment strategy requires us toidentify investments for which we can determinetheir outcome with a very high degree ofprobability. As a result, we typically invest inbusinesses with low business volatility and a highdegree of cash flow predictability.As an investor who has successfully effectuatedcorporate change and as typically one of thelargest holders of the companies in which weinvest, we are well positioned to push for valuecreatingactions in the event such opportunities arecreated in volatile markets.For obvious reasons, we much prefer that a stockprice declines while we are acquiring our interestfor it enables us to buy a full position at a lowerprice. While we don’t automatically buy more if theshare prices of our holdings decline, it is the rarecircumstance where an existing holding’s stockprice declines meaningfully and we are not excitedto take advantage of the opportunity. This is truebecause the businesses in which we generallychoose to invest are those whose values are notmaterially affected by extrinsic factors we cannotcontrol. While nearly every one of our investmentsis exposed to the economy to some degree, weattempt to identify companies for which increasesor decreases in interest rates, commodity prices,short-term volatility in the economy, and similarfactors are not particularly material to ourinvestment thesis.Long Exposure and Market CorrelationOur greater long equity exposure means that weare likely to have greater daily correlation withshort-term moves in the market than if we had lessexposure. Over longer periods, we expect ourportfolio to continue its high degree of divergencefrom overall stock market performance because ofthe high degree of concentration in our holdingsand the event-driven nature of most of ourinvestments.While a more positive macro environment willincrease the value of our holdings, we expect togenerate high long-term rates of return from ourexisting holdings even without a substantialimprovement in the economy. I have come to thinkof our investment approach as akin to a form oflong-term arbitrage, where we invest and thenwork with our portfolio companies to cause thespread between our purchase price and intrinsicvalue to narrow. In some cases, in addition tounlocking existing value, we can assist a companyin increasing its long-term intrinsic value bybringing in new management, adopting a changein strategy, modifying its structure and approach toallocating capital, by selling or spinning off noncoreassets, through cost control and with otherapproaches.Our ability to cause the price-value spread tonarrow is, in most cases, unrelated to macroevents, and has improved significantly over the last[eleven] years. It is largely a function of PershingSquare’s growing influence in the capital markets,our experience with previous investments, andspecific circumstances with each of our holdings.Short SellingWhile our shorts in [some] previous years reducedour performance largely on a mark-to-marketbasis, the drag on fund performance was[generally] small when compared with our absoluteperformance. While our short investments aredesigned to enable us to profit from securityspecificopportunities, they have the importantadditional benefit of hedging our long investments,which typically have some degree of economicsensitivity. Our shorts are also a source of liquidityin dramatic market downturns.Our favorite short opportunities are companies thatare highly leveraged, need access to capital tosurvive, require substantial management judgmentin the determination of their reported earnings, andhave fundamentally bad business models. Thesecriteria have led us to short investments in thefinancial service industry, principally insurance orcredit guarantee businesses. For equity shorts, wehave an additional criterion which requires thatthere is a “ceiling on valuation.” A ceiling onvaluation is what we deem to be the equivalent ofa margin of safety for long investments. In otherwords, we look for equity shorts where theconventional bounds of valuation for a particular18 PERSHING SQUARE HOLDINGS, LTD.
<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014business protect us from material stock priceincreases.Because it is difficult to identify opportunities withthe above criteria, you should expect that we willfind few short investments over time, certainlywhen compared with long opportunities. That said,when we find interesting shorts, we can often makethese positions quite large using CDS while takingminimal risk of the loss of a material amount offund capital.We find the purchase of CDS to be a far superiormeans to implement a short sale when comparedwith shorting stock because of the modest riskincurred versus the potential reward. While our riskin purchasing CDS is limited to modest premiumpayments, the reward is potentially many times thecapital that we risk. CDS positions can be built inenormous size, usually substantially larger thanthat of equity shorts. We have [historically] foundthe degree of liquidity available in CDS to beample for us to execute and realize ourinvestments. By comparison, shorting stocksrequires us to borrow shares which can often be inlimited supply, require the payment of substantialborrowing costs, and are at risk of being calledaway at inopportune times. For the above reasons,you should expect most of our notional shortexposure to be executed through CDS rather thanequity shorts. For those of you who are lessfamiliar with CDS, below I provide a brief primer onCDS.CDS contracts are best described as multi-yearinsurance policies which pay off when a companydefaults on its obligations. These contracts trade inthe over-the-counter market and are priced on aminute-by-minute basis based on the market’sestimate of the probability of default of the issuerreferenced in the CDS contract.The degree of risk associated with CDS largelydepends on which side of the contract thecounterparty is exposed. The seller of the contractis the insurer and the buyer is the insured. Wehave only been a buyer of CDS contracts (or aseller of contracts we already own), which meansthat we commit to pay quarterly premiums for thefull term of the CDS contract which can typicallyrange from one to ten years. Our maximumexposure in a CDS contract is the present value ofthese future contractual premium payments. Ourmaximum potential for gain is the face value ornotional amount of the contract. By contrast, therisk to the seller of CDS is the notional amount ofthe contract or, in insurance terms, the faceamount of the policy.Mispriced Probabilistic InvestmentsInvesting is a probabilistic business. For everycommitment of capital we make, we compare ourestimation of the likelihood of success with theprobability of failure. We then assess how muchwe can make in a successful outcome with ourbest estimate of what we can lose in anunsuccessful outcome. We are willing to take morerisk in a situation that offers more reward.While most of our long investments are comprisedof great businesses or assets at fair prices with acatalyst to create value, we occasionally are willingto invest a small amount of fund capital insituations which offer the potential for a many-foldprofit at the risk of a large or near-total loss ofcapital invested. I typically call these investmentsmispriced options. Our CDS investments fit thisprofile. While not all mispriced options will beprofitable for the funds, I expect our collectiveexperience in these commitments to be quitefavorable over time.ValuationWe believe the value of a business is equal to thepresent value of the cash the business generatesfor its owner over its lifespan. By analogy to debtinstruments, a business is like a bond where theowner will receive a stream of coupons over its life,but where the coupons are variable and notprecisely known, and the business’ life or term issimilarly uncertain. To value a business, one needsto predict approximately how much cash thebusiness will generate that can be distributed to itsowners over its life on a per-share basis. Iemphasize ‘per share’ because dilution from optionissuance or from ill-advised acquisitions – or,conversely, accretion from stock buybacks – canhave a very material impact on the long-term, persharevalue created for owners.Because of the inherent uncertainty in valuingbonds with unknown coupons and terms, we havegenerally chosen to invest in businesses where thecoupons (the economic earnings) are morepredictable, and the long-term prospects are morecertain. This has led us to purchase interests insimple, predictable, free-cash-flow-generativebusinesses. We also require a purchase pricewhich represents a large discount to our estimateof intrinsic value. This, perhaps more thananything, helps mitigate the risk of our being wrongabout our future estimate of a business’performance.PERSHING SQUARE HOLDINGS, LTD. 19
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