Howard Hughes Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 7.01 | Regulation FD Disclosure. |
On January 13, 2025, Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company’s board of directors (the “Board”) has received a proposal from Pershing Square Capital Management LP (“Pershing Square”) under which Pershing Square has proposed to acquire additional shares of the Company’s common stock in a merger transaction between the Company and a newly formed merger subsidiary of Pershing Square Holdco, L.P., pursuant to which Pershing Square would own a majority of the Company’s common stock as a result of such merger. Pershing Square currently beneficially owns approximately 37.6% of the Company's common stock.
As previously announced on August 8, 2024, the Board formed a special committee (the “Special Committee”), comprised of independent directors, in response to interest expressed by Pershing Square in exploring a possible transaction. The Special Committee will evaluate the proposal and determine the appropriate course of action and process.
The 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 holders of a majority of the shares of the Company’s common stock not owned by Pershing Square or parties affiliated with or advised by Pershing Square.
Copies of the press release and the Pershing Square proposal letter are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
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 January 13, 2025 |
| 99.2 | Pershing Square Proposal Letter dated January 13, 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: January 13, 2025 | By: | /s/ Joseph Valane |
| Name: | Joseph Valane | |
| Title: | General Counsel & Secretary | |