Pershing Square Holdings, Ltd. Announces Investment in Howard Hughes Holdings Inc. Preferred Stock
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) ("PSH") today announces that it has entered into an equity commitment letter to subscribe for up to $1 billion of non-voting exchangeable perpetual preferred stock to be issued by Howard Hughes Holdings Inc. (NYSE:HHH) ("HHH") (the "PSH Preferred") (the "PSH Investment") in connection with HHH's agreement to indirectly acquire Vantage Group Holdings, Ltd. ("Vantage"), a privately held specialty insurance and reinsurance company being sold by, among others, Carlyle and Hellman & Friedman, for approximately $2.1 billion in cash. HHH's announcement of its agreement to acquire Vantage is available here https://investor.howardhughes.com/news-events/news-releases.
The board of directors of PSH (the "PSH Board") note the views of HHH's management in relation to the Vantage acquisition and believe that it offers attractive prospects for HHH and, accordingly, for PSH, HHH's largest shareholder, and its shareholders.
The acquisition of Vantage by HHH will be financed by a combination of HHH's cash on hand and the subscription for the PSH Preferred. The quantum of the PSH Preferred to be subscribed will be decided by HHH (up to the $1 billion cap), and the stock issued, on the closing of the acquisition. The PSH Preferred will be split into 14 equally sized tranches which HHH will have the right to repurchase during a prescribed window following the end of each of the first seven fiscal years post-closing of the Vantage acquisition. The repurchase price for the PSH Preferred will be equal to the greater of (a) 1.5 times the preceding year-end or quarter-end book value of Vantage multiplied by the corresponding ownership percentage represented by the applicable tranche(s) of PSH Preferred (on an as-exchanged basis) and (b) the original issue price for the PSH Preferred plus a 4% per annum increase through the date of repurchase.
The PSH Preferred will become exchangeable into the common stock of Vantage if not fully repurchased within 60 days following the end of the seventh fiscal year post-issuance. Without the approval of a majority of disinterested directors of HHH, PSH's ownership of Vantage will be limited to 49% of Vantage's common stock.
The PSH Preferred will generally rank pari passu with HHH common stock and will not have a liquidation preference, but will be subject to mandatory repurchase by HHH in the event of, among other things, a change of control transaction of HHH or Vantage. The PSH Preferred will have customary protective provisions, including a pro rata pre-emptive right in the event that any person proposes to contribute additional capital to Vantage following the issuance of the PSH Preferred, a consent right over the primary sale of additional equity securities of Vantage, and a right of first refusal with respect to any proposed secondary sale of any equity securities of Vantage.
In the event that HHH does not fully repurchase the PSH Preferred, PSH has the right to exchange of the PSH Preferred for the common stock of Vantage (as described above). Additionally, PSH has the right to require HHH and Vantage to use reasonable best efforts to conduct an initial public offering or direct listing of Vantage concurrently with such exchange.
PSH owns approximately 28% of the common stock of HHH. Pershing Square Holdco, L.P., PSH and other Pershing Square funds (together, "Pershing Square") collectively own approximately 46.9% of the common stock of HHH. Pershing Square has generally agreed to limit its voting power to 40% and its beneficial ownership to 47%, and HHH has agreed to approve the acquisition of PSH Preferred as an exception to the foregoing limitation.
Pershing Square Capital Management, L.P. ("PSCM") provides investment, advisory and other ancillary services to HHH pursuant to the terms of a services agreement. Fee reduction arrangements apply to the management fee paid by PSH under its investment management agreement with PSCM equal to the fees paid by HHH to PSCM which are attributable to the HHH common stock held by PSH.
The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions.
Related party transaction
The PSH Investment constitutes a related party transaction for the purposes of UKLR 8.2.1R as PSCM is a related party of PSH, and PSCM's holding company, Pershing Square Holdco, L.P., is able to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters of HHH.
The PSH Board (comprising for these purposes all directors with the exception of Ms. Halit Coussin and Mr. Jean-Baptiste Wautier) considers that the PSH Investment is fair and reasonable as far as shareholders of PSH are concerned and confirms that the Board has been so advised by N.M. Rothschild & Sons Limited in its role as PSH's sponsor in connection with the PSH Investment.
Forward-Looking Statements
Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. This announcement may include certain forward-looking statements. Such statements are based on various assumptions and expectations which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) is an investment holding company structured as a closed-ended fund.
Category: (PSH:Other)
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