HHH Howard Hughes Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 18, 2025

 

 

 

Howard Hughes Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)

001-41779 (Commission File Number)

93-1869991 (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:  (281) 719-6100

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered
Common stock $0.01 par value per share		HHH		New York Stock Exchange

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On February 18, 2025, Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company’s board of directors has received a revised proposal from Pershing Square Capital Management, L.P.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1	Press Release dated February 18, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HOWARD HUGHES HOLDINGS INC.
Date: February 19, 2025	By:	/s/ Joseph Valane
	Name:	Joseph Valane
	Title:	General Counsel & Secretary

 

 

 

Exhibit 99.1

 

Howard Hughes Confirms Receipt of Revised Unsolicited Proposal from Pershing Square

 

No Stockholder Action Required at this Time

 

THE WOODLANDS, Texas, February 18, 2025 -- Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today confirmed the Board’s receipt of a revised proposal (the “Revised Proposal”) from Pershing Square Capital Management L.P. (“Pershing Square”).

 

As previously announced on August 8, 2024, the Howard Hughes Board of Directors formed a Special Committee, comprised of independent directors, in response to interest expressed by Pershing Square in exploring a possible transaction. On January 13, 2025, Pershing Square submitted an unsolicited acquisition proposal (the “Initial Proposal”) to HHH.

 

Subsequent to submitting the Initial Proposal and prior to engaging in any substantive discussions with the Special Committee, Pershing Square submitted a new unsolicited proposal and requested a meeting with the Special Committee to discuss this proposal. The Special Committee met with Pershing Square’s representatives on February 13, 2025, to provide an audience to and ask clarifying questions of Pershing Square. At that meeting, Pershing Square presented the Revised Proposal, indicating that this proposal replaces the Initial Proposal. On February 18, 2025, Pershing Square made public the Revised Proposal at the request of the Special Committee.

 

To date, the Special Committee has not engaged in any negotiations with Pershing Square regarding any of its proposals, nor has it come to any determination regarding any of Pershing Square’s proposals. The Special Committee will now evaluate the Revised Proposal and determine the appropriate course of action and process. No action is required by HHH stockholders at this time.

 

The Revised Proposal is conditioned on, among other things, the negotiation and execution of a definitive agreement, as well as approval and recommendation of the proposal by the Special Committee and approval by the HHH Board of Directors. The Revised Proposal does not contemplate a shareholder vote on the proposed transaction.

 

There can be no assurance that the Company will pursue this proposed transaction or any other strategic outcome, and HHH does not intend to comment further on this matter unless and until further disclosure is determined to be appropriate or necessary.

 

The Revised Proposal materials are included in the Schedule 13D/A filed by Pershing Square, which is publicly available with the U.S. Securities and Exchange Commission and can be found here.

 

Morgan Stanley & Co. LLC is acting as financial advisor to the Special Committee, and Hogan Lovells US LLP and Richards, Layton & Finger, P.A. are acting as legal counsel.

 

 

About Howard Hughes Holdings Inc.

 

Howard Hughes Holdings Inc. owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including Downtown Columbia^® in Maryland; The Woodlands^®, Bridgeland^® and The Woodlands Hills^® in the Greater Houston, Texas area; Summerlin^® in Las Vegas; Ward Village^® in Honolulu, Hawaiʻi; and Teravalis™ in the Greater Phoenix, Arizona area. The Howard Hughes portfolio is strategically positioned to meet and accelerate development based on market demand, resulting in one of the strongest real estate platforms in the country. Dedicated to innovative placemaking, the company is recognized for its ongoing commitment to design excellence and to the cultural life of its communities. Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as HHH. For additional information visit www.howardhughes.com.

 

Contacts:

 

Media Relations
Andrew Siegel / Lyle Weston 
Joele Frank
212-355-4449

 

Investor Relations
Eric Holcomb, 281-475-2144
Senior Vice President, Investor Relations
eric.holcomb@howardhughes.com

 

 

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Cover	Feb. 18, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 18, 2025
Entity File Number	001-41779
Entity Registrant Name	Howard Hughes Holdings Inc.
Entity Central Index Key	0001981792
Entity Tax Identification Number	93-1869991
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9950 Woodloch Forest Drive
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock $0.01 par value per share
Trading Symbol	HHH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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