M&A - Howard Hughes Holdings Inc.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925003068

Filing Summary: On January 13, 2025, Howard Hughes Holdings Inc. announced that its board of directors received a proposal from Pershing Square Capital Management LP to acquire additional shares of the Company’s common stock through a merger with a newly formed subsidiary of Pershing Square Holdco, L.P. This proposal aims for Pershing Square to gain majority ownership of the Company, as they currently own approximately 37.6% of its common stock. The Board previously established a special committee of independent directors to review the interest from Pershing Square, which will evaluate the proposal and determine the next steps. The proposal hinges on negotiations leading to a definitive agreement and requires approval from a majority of the Company’s common stock not held by Pershing Square or its affiliates.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000093041325000067

Filing Summary: Amendment No. 22 to Schedule 13D is filed on behalf of Pershing Square Capital Management, L.P., PS Management GP, LLC, and William A. Ackman regarding Howard Hughes Holdings Inc. This amendment details a non-binding proposal submitted by PS Holdco for a potential merger, where a newly formed subsidiary would merge with Howard Hughes, making it the surviving corporation. Shareholders would have a cash/stock election at $85 per share, while ensuring a public float of at least 13.6 million shares is maintained. The necessary funding would be sourced from PS Holdco and a $500 million buyback by Howard Hughes. They expect ownership of 61.1% to 69.2% post-transaction, pending approval from a Special Committee formed by Howard Hughes’s Board of Directors, which would consider the proposal.

Document Link: View Document