HOUSTON, Jan. 19, 2021 /PRNewswire/ -- The Howard
Hughes Corporation® (NYSE: HHC) (the "Company") today
announced that it has commenced a cash tender offer for any and all
of the $1,000,000,000 aggregate
outstanding principal amount of its 5.375% senior notes due
2025 (CUSIP Nos. 44267D AB3; U44255 AB0; and U44255 AC8) (the
"Notes") and a related consent solicitation (together, the "Tender
Offer and Consent Solicitation") to effect certain amendments (the
"Proposed Amendments") to the indenture governing the Notes (as
supplemented to date, the "Indenture") that would eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the Indenture and
reduce the notice period required for optional redemption of the
Notes, which Proposed Amendments would be contained in a
supplemental indenture (the "Fourth Supplemental Indenture") to the
Indenture. Holders who tender their Notes will be deemed to have
consented to all of the Proposed Amendments, and holders may not
deliver consents without tendering their Notes. The Tender Offer
and Consent Solicitation is being made pursuant to the Offer to
Purchase and Consent Solicitation Statement, dated January 19, 2021, and a related Consent and
Letter of Transmittal (together, the "Offer Documents"), which more
fully set forth the terms and conditions of the Tender Offer and
Consent Solicitation.
The Tender Offer and Consent Solicitation will expire at
11:59 p.m., New York City time, on February 16, 2021 (as such time and date may be
extended, "Expiration Date"), unless earlier terminated. Holders
who validly tender their Notes and deliver their consents to the
Proposed Amendments at or prior to 5:00
p.m., New York City time,
on February 1, 2021 (as such time and
date may be extended by the Company in its sole discretion, the
"Consent Payment Deadline") and do not withdraw their Notes or
revoke their consents at or prior to such time (as such time and
date may be extended by the Company in its sole discretion, the
"Withdrawal Deadline"), and whose Notes are accepted for purchase,
will receive $1,031.25 per
$1,000 principal amount of tendered
Notes (the "Total Consideration"), which amount includes a consent
payment of $30.00 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest from and including the most recent
interest payment date for the Notes, and up to, but excluding, the
applicable settlement date.
Holders of the Notes who validly tender their Notes after the
Consent Payment Deadline, but at or prior to the Expiration Date,
and whose Notes are accepted for purchase, will receive
$1,001.25 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest from and including the most recent
interest payment date for the Notes, and up to, but excluding, the
applicable settlement date. Holders of Notes tendered after the
Consent Payment Deadline will not receive a consent payment.
If the Company receives valid consents of the holders of a
majority in aggregate principal amount of the outstanding Notes
(the "Requisite Consents") and the Company accepts such Notes for
purchase, the Company will execute the Fourth Supplemental
Indenture effecting the Proposed Amendments. Notes tendered and
consents delivered prior to the Consent Payment Deadline may be
withdrawn at any time before the Withdrawal Deadline. Consents
delivered after the Consent Payment Deadline will constitute a
waiver of a holder's right to withdraw its consent from and after
the Consent Payment Deadline.
The Company reserves the right, but is under no obligation, on
any day following the Consent Payment Deadline and prior to the
Expiration Date (the "Early Settlement Date"), to accept for
purchase any notes validly tendered prior to the Early Settlement
Date (and not withdrawn at or prior to the Withdrawal Deadline),
subject to satisfaction or waiver of the conditions to the Tender
Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation is subject to a number
of conditions that are set forth in the Offer Documents, including,
without limitation, (i) the condition (the "Financing Condition")
that the Company has completed one or more financing transactions
resulting in net proceeds to the Company that, together with the
Company's cash on hand, are sufficient to pay (a) the Total
Consideration, plus any accrued and unpaid interest of the Notes
from and including the most recent interest payment date and up to,
but not including, the applicable settlement date, in respect of
all of the Notes and (b) the related fees and expenses of the
Tender Offer and Consent Solicitation and (ii) the execution by the
Company and the other parties thereto of the Fourth Supplemental
Indenture following receipt of the Requisite Consents (the
"Documentation Condition"). There can be no assurance that the
Company will satisfy the Financing Condition, or any other
condition to the Tender Offer and Consent Solicitation, including
the Documentation Condition. If any of the conditions are not
satisfied, the Company is not obligated to accept for payment,
purchase or pay for, and may delay the acceptance for payment of,
any tendered Notes or delivered consents and may terminate the
Tender Offer and Consent Solicitation.
The Company intends to call for redemption any and all Notes not
tendered in the Tender Offer and Consent Solicitation, and, at the
time the Company calls such Notes for redemption, if the
Documentation Condition has not been satisfied, the Company intends
to effect the satisfaction and discharge of the Indenture.
The Company expressly reserves the right, subject to applicable
law, to terminate the Tender Offer and Consent Solicitation.
The Company has engaged BofA Securities, Inc. as the Dealer
Manager and Solicitation Agent for the Tender Offer and Consent
Solicitation. Persons with questions regarding the Tender Offer and
Consent Solicitation should contact BofA Securities at (980)
388-4370 (Collect) or debt_advisory@bofa.com. Requests for copies
of the Offer Documents or documents relating to the Tender Offer
and Consent Solicitation may be directed to D.F. King &
Company, Inc., the Tender Agent and Information Agent, at (888)
887-1266.
This press release does not constitute a notice of redemption
under the optional redemption provisions of the Indenture or an
obligation to issue a notice of redemption in respect of the Notes.
Any redemption would be made solely pursuant to the notice of
redemption, including subject to the conditions set forth therein,
delivered pursuant to the Indenture and the information in this
press release is qualified in its entirety by such notice.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, the Notes, nor does it constitute
a solicitation of consents to amend the related Indenture. The
Tender Offer and Consent Solicitation is made solely pursuant to
the Offer Documents. The Tender Offer and Consent Solicitation is
not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Holders are urged to read the Offer Documents and related
documents carefully before making any decision with respect to the
Tender Offer and Consent Solicitation. Holders of Notes must make
their own decisions as to whether to tender their Notes and provide
the related consents. None of the Company, the Dealer Managers and
Solicitation Agents, the Tender Agent or the Information Agent
makes any recommendations as to whether holders should tender their
Notes or provide the related consents pursuant to the Tender Offer
and Consent Solicitation, and no one has been authorized to make
such a recommendation.
About The Howard Hughes Corporation®
The Howard Hughes Corporation owns, manages and develops
commercial, residential and mixed-use real estate throughout the
U.S. The Company's assets include master planned cities and
communities, as well as operating properties and development
opportunities including: the Seaport District in New York; Columbia,
Maryland; The
Woodlands®, The Woodlands Hills®, and
Bridgeland® in the Greater
Houston, Texas area; Summerlin®, Las Vegas; and Ward
Village® in Honolulu, Hawaiʻi.
Forward-Looking Statements
Certain statements
contained herein are "forward-looking statements" within the
meaning of the federal securities laws, including statements
about the satisfaction or waiver of the Documentation Condition,
the Financing Condition and the other conditions of the Tender
Offer and Consent Solicitation; our intended redemption of the
untendered Notes; and any satisfaction and discharge of the
Indenture. Statements that are not historical facts, including
statements about our beliefs, intentions and expectations are
forward-looking statements. Statements containing the words
"anticipate," "believe," "estimate," "expect," "forecast,"
"intend," "likely," "may," "plan," "project," "realize," "should,"
"transform," "would," and other statements of similar expression
constitute forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance and achievements to
materially differ from any future results, performance and
achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, the
Company's ability to satisfy the conditions to the Tender Offer and
Consent Solicitation and other factors discussed in our public
filings, including the risk factors included in the Company's most
recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. Readers are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. Except as
required by applicable law, including the securities laws of
the United States and the rules
and regulations of the SEC, we are under no obligation to publicly
update or revise any forward-looking statements after the date
hereof.
Contacts:
For Media
The Howard Hughes Corporation
Cristina Carlson, 646-822-6910
Vice President, Corporate Communications & Public Relations
cristina.carlson@howardhughes.com
For HHC Investor Relations
David M. Striph, 972-232-2672
Executive Vice President, Head of Operations & Investor
Relations
david.striph@howardhughes.com
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SOURCE The Howard Hughes Corporation