M&A - Howard Hughes Holdings Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125017784

Filing Summary: This Amendment No. 29 to Schedule 13D is filed by Pershing Square entities regarding Howard Hughes Holdings Inc. The document reflects Poshing Square Holdco, L.P. acquiring 9,000,000 shares of Howard Hughes Holdings Inc.'s common stock on May 5, 2025, as part of a Share Purchase Agreement for $900,000,000, increasing their ownership to 46.9% of the total shares. This amendment updates information from the prior Schedule 13D filed on December 4, 2019. The acquisition is part of the Issuer's transformation into a diversified holding company, with additional agreements for governance rights, financial services, and a Standstill Termination Agreement ending prior restrictions. There are plans for ongoing discussions with management regarding strategic direction and investment.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925044710

Filing Summary: On May 5, 2025, Howard Hughes Holdings Inc. entered into a Share Purchase Agreement with Pershing Square Holdco, L.P., selling 9,000,000 shares of common stock at $100 per share, raising a total of $900,000,000. The agreement involves customary representations, warranties, and covenants, with PS Holdco owning approximately 46.9% of the Company post-transaction. The proceeds will be used for acquisitions or investments in operating companies, aligning with the Company's strategy to become a diversified holding company. Additionally, the Company executed related agreements including a Services Agreement with Pershing Square for advisory services, a Shareholder Agreement establishing director nomination rights for PS Holdco, a Standstill Agreement dictating governance matters, and a Registration Rights Agreement. Following the transaction, there were changes to the Board with the appointments of William A. Ackman, Ryan Israel, and Jean-Baptiste Wautier, and several resignations. Press releases regarding these developments were issued on May 5, 2025, which were not deemed as filed with the SEC.

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.

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.