As filed with the Securities and Exchange Commission
on August 25, 2023
Registration
No. 333-237423
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-3
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
The Howard Hughes Corporation
(Exact name of registrant as specified in its charter)
Delaware |
001-34856 |
93-1869991 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (214) 741-7744
David O’Reilly
Chief Executive Officer
The Howard Hughes Corporation
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Name and address of agent for service)
(281) 929-7700
(Telephone number, including area code, of agent
for service)
Copies
to:
Richard M. Brand
Gregory P. Patti
Cadwalader,
Wickersham & Taft
200 Liberty Street
New York, New York 10281
(212) 504-6000
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
The Howard Hughes Corporation (the “Company”) is
filing this post-effective amendment (“Post-Effective Amendment”) to the Automatic Shelf Registration Statement on
Form S-3 (File No. 333-237423) (the “Registration Statement”), which was previously filed with the Securities
and Exchange Commission (the “SEC”), to deregister any and all shares of the Company’s common stock, par value
$0.01 per share (“Common Stock”), and any interests registered but unsold or otherwise unissued under the Registration
Statement as of the date hereof.
On August 11, 2023, the Company completed a holding company reorganization
(the “Reorganization”), whereby the Company became a wholly-owned subsidiary of Howard Hughes Holdings Inc., a Delaware
Corporation (“Holdco”). The Reorganization was completed pursuant to an Agreement and Plan of Merger, dated August 11,
2023 (the “Merger Agreement”), among the Company, Holdco, and HHC Merger Sub Co., a Delaware corporation and wholly-owned
subsidiary of Holdco (“Merger Sub”). In accordance with the Merger Agreement, the Reorganization was implemented pursuant
to Section 251(g) of the Delaware General Corporation Law by the merger of Merger Sub with the Company, with the Company surviving
the merger as a direct, wholly-owned subsidiary of Holdco (the “Merger”). At the effective time of the Merger, each
outstanding share of the Company’s Common Stock was automatically converted in the Merger into one share of Holdco’s common
stock, par value $0.01 per share, evidencing the same proportional interests in Holdco and having the same designation, rights, powers,
and preferences, and qualifications, limitations, and restrictions as a share of the Company’s Common Stock immediately prior to
the Merger. Holdco is deemed to be the successor issuer of the Company under Rule 12g-3(a) of the Securities Exchange Act of
1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in The Woodlands Township, State of Texas, on August 25, 2023.
|
THE HOWARD HUGHES CORPORATION |
|
|
|
By: |
/s/ DAVID O’REILLY |
|
Name: |
David O’Reilly |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities Act, the Post-Effective
Amendment to the Registration Statement has been signed below on August 25, 2023, by the following persons in the capacities indicated.
Signature |
Title |
/s/ DAVID O’REILLY
David O’Reilly |
Chief Executive Officer and Sole Director
(Principal Executive Officer) |
|
|
/s/ CARLOS OLEA
Carlos Olea |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
Howard Hughes (NYSE:HHH)
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