DALLAS, March 27, 2020 /PRNewswire/ -- The Howard
Hughes Corporation® (NYSE: HHC) (the "Company") today
announced that it has priced an underwritten public offering
of 2,000,000 shares of the Company's common stock (the
"Offered Shares"), at a price per share to the public of
$50, for estimated aggregate net
proceeds (after deducting estimated underwriting discounts and
commissions and estimated offering expenses) of $94,000,000. The Company also has granted the
joint bookrunners an option to purchase an additional 300,000
shares of common stock at the same price.
In addition, the Company entered into a purchase agreement with
Pershing Square Capital Management, L.P., a Delaware limited partnership, acting as
investment advisor to funds that it manages, including Pershing
Square Holdings, Ltd., Pershing Square International, Ltd., and
Pershing Square, L.P. (collectively, the "Pershing Square Funds"),
pursuant to which, the Pershing Square Funds will purchase, at the
same price as the offering price, an aggregate of 10,000,000
shares of the Company's common stock, for estimated aggregate net
proceeds of $488,000,000.
The Company expects to use the net proceeds of the offering and
the net proceeds of the concurrent private placement for general
corporate purposes, including to strengthen the balance sheet and
provide liquidity.
BofA Securities, JPMorgan and Wells Fargo Securities acted as
joint bookrunners for the offering. The offering is being made
pursuant to an effective shelf registration statement, prospectus
and prospectus supplement filed by the Company.
A shelf registration statement on Form S-3, including a
prospectus, and a preliminary prospectus supplement related to the
shares offered in the offering, and a preliminary prospectus
supplement related to the offering were filed by the Company with
the Securities and Exchange Commission (the "SEC"). The
registration statement became effective on March 27, 2020. Before you invest, you should
read the prospectus included in that registration statement, the
preliminary prospectus supplement and, when available, the final
prospectus supplement related to the offering and the documents
incorporated by reference in that registration statement, the
preliminary prospectus supplement and the final prospectus
supplement related to the offering. You may obtain these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. You
may obtain copies of the preliminary prospectus supplement and the
accompanying prospectus, and, when available, the final prospectus
supplement, relating to the offering by contacting: BofA
Securities, Inc., NC1-004-03-43, 200 North College Street,
Charlotte, NC 28255, Attention:
Prospectus Department, email: dg.prospectus_requests@bofa.com; J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-866-803-9204; or Wells Fargo
Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity
Syndicate Department, fax no: (212) 214-5918.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. Any offer to buy the securities may be
withdrawn or revoked, without obligation or commitment of any kind,
at any time prior to notice of its acceptance given after the
effective date of the shelf registration statement.
Forward-Looking Statements
This release may contain
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995, including statements regarding the proposed
offering and the proposed concurrent private placement. Words such
as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future, including
risks and uncertainties relating to the consummation of the
proposed offering or the proposed concurrent private placement by
the Company and the risks identified, or incorporated by reference,
in the prospectus supplement or accompanying prospectus relating to
the offering. As a result of the foregoing considerations, you are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. All
forward-looking statements are qualified in their entirety by this
cautionary statement. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required by law.
About The Howard Hughes Corporation®
The
Howard Hughes Corporation 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 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. The Howard Hughes Corporation's 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. The Howard Hughes Corporation
is traded on the New York Stock Exchange as HHC. For additional
information visit www.howardhughes.com.
Contacts
The Howard Hughes
Corporation
Cristina Carlson,
646-822-6910
VP, Corporate Communications and Public Relations
cristina.carlson@howardhughes.com
For HHC Investor Relations
David O'Reilly, 214-741-7744
Chief Financial Officer
david.o'reilly@howardhughes.com
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SOURCE The Howard Hughes Corporation