Item 1.01.
Entry into a Material Definitive Agreement.
Indenture for 4.125% senior notes due 2029
On February 2, 2021, The Howard Hughes Corporation
(the “Company”) issued $650,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029 (the “2029
Notes”) pursuant to an indenture, dated February 2, 2021 (the “2029 Indenture”), by and among the Company,
as issuer, HHC Warehouse Holding Company, LLC, a Delaware limited liability company (“HHC Holding”), HH Warehouse Land
Holdings, LLC, a Delaware limited liability company (“HH Land”), HH Woodlands Tower Holdings, LLC, a Delaware limited
liability company (“HH Tower”), and API/HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company
(“Lake Robbins,” together with HHC Holding, HH Land and HH Tower, the “Guarantors”), as subsidiary guarantors,
and Wells Fargo Bank, National Association, as trustee. The 2029 Notes have not been registered under the Securities Act of 1933
(the “Securities Act”) or the securities laws of any other jurisdiction and were offered and sold either to “qualified
institutional buyers” pursuant to Rule 144A under the Securities Act or to persons outside the United States under Regulation
S of the Securities Act.
The 2029 Notes mature on February 1, 2029.
Interest accrues on the 2029 Notes at a rate of 4.125% per annum from the date of issuance, and interest is payable semiannually,
on February 1 and August 1 of each year. The first interest payment date is August 1, 2021. The Company may redeem all or part
of the 2029 Notes at any time on or after February 1, 2024 at prices set forth in the 2029 Indenture, plus accrued and unpaid interest
up to, but not including, the redemption date. At any time prior to February 1, 2024, the Company may redeem up to 40% of the 2029
Notes using the proceeds from certain equity offerings at a redemption price of 104.125% of the principal amount, plus accrued
and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2024 the Company may also redeem
some or all of the 2029 Notes at a price equal to 100% of the principal amount, plus a “make-whole” premium and accrued
and unpaid interest up to, but not including, the redemption date. If the Company sells certain assets or experiences specific
kinds of changes in control, the Company will be required to make an offer to purchase the 2029 Notes.
The Guarantors, jointly and severally, provide
a guarantee of all payment obligations arising under the 2029 Notes and each will be unconditionally and automatically released
as a guarantor upon, among other events, such entity no longer being the borrower or a guarantor under certain credit facilities
or other forms of indebtedness.
The 2029 Indenture contains customary terms
and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at
least 25% in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of the 2029
Notes, and the interest accrued on such 2029 Notes, to be immediately due and payable.
Indenture for 4.375% senior notes due 2031
Also on February 2, 2021, the Company issued
$650,000,000 in aggregate principal amount of 4.375% Senior Notes due 2031 (the “2031 Notes”) pursuant to an indenture,
dated February 2, 2021 (the “2031 Indenture”), by and among the Company, as issuer, the Guarantors, as subsidiary
guarantors, and Wells Fargo Bank, National Association, as trustee. The 2031 Notes have not been registered under the Securities
Act or the securities laws of any other jurisdiction and were offered and sold either to “qualified institutional buyers”
pursuant to Rule 144A under the Securities Act or to persons outside the United States under Regulation S of the Securities
Act.
The 2031 Notes mature on February 1,
2031. Interest accrues on the 2031 Notes at a rate of 4.375% per annum from the date of issuance, and interest is payable
semiannually, on February 1 and August 1 of each year. The first interest payment date is August 1, 2021. The Company may
redeem all or part of the 2031 Notes at any time on or after February 1, 2026 at prices set forth in the 2031 Indenture, plus
accrued and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2024, the Company
may redeem up to 40% of the 2031 Notes using the proceeds from certain equity offerings at a redemption price of 104.375% of
the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to
February 1, 2026 the Company may also redeem some or all of the 2031 Notes at a price equal to 100% of the principal amount,
plus a “make-whole” premium and accrued and unpaid interest up to, but not including, the redemption date. If the
Company sells certain assets or experiences specific kinds of changes in control, the Company will be required to make an
offer to purchase the 2031 Notes.
The Guarantors, jointly and severally, provide
a guarantee of all payment obligations arising under the 2031 Notes and each will be unconditionally and automatically released
as a guarantor upon, among other events, such entity no longer being the borrower or a guarantor under certain credit facilities
or other forms of indebtedness.
The 2031 Indenture contains customary terms
and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at
least 25% in aggregate principal amount of the 2031 Notes then outstanding may declare the entire principal amount of the 2031
Notes, and the interest accrued on such 2031 Notes, to be immediately due and payable.
Fourth Supplemental Indenture for 5.375% senior
notes due 2025
On February 2, 2021, the Company entered
into the fourth supplemental indenture (the “Fourth Supplemental Indenture”) dated as of February 2, 2021, among the
Company, the Guarantors, and Wells Fargo Bank, National Association, as trustee, to amend the indenture governing the 5.375% senior
notes due 2025 (the “2025 Notes”), dated as of March 16, 2017, by and between the Company and Wells Fargo Bank, National
Association, as trustee (as supplemented by a first supplemental indenture thereto, dated as of June 15, 2017, a second supplemental
indenture thereto, dated as of August 18, 2020, and a third supplemental indenture thereto, dated as of October 2, 2020, the “2017
Indenture”).
The provisions of the Fourth Supplemental
Indenture eliminate substantially all of the restrictive covenants and substantially all of the events of default (other than for
failure to make payments and certain bankruptcy or insolvency events), and decrease certain notice periods required for optional
redemption of the 2025 Notes.
The preceding descriptions of the 2029 Indenture
(including the 2029 Notes), the 2031 Indenture (including the 2031 Notes) and the Fourth Supplemental Indenture are summaries and
are qualified in their entirety by, respectively, the 2029 Indenture and the form of the 2029 Notes, filed as Exhibit 4.1
hereto, the 2031 Indenture and the form of the 2031 Notes, filed as Exhibit 4.2 hereto, and the Fourth Supplemental Indenture,
filed as Exhibit 4.3 hereto, each of which exhibits are incorporated by reference herein.