Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”)
announced today that its Board of Directors has authorized and
declared a pro rata distribution (the “Distribution”) of 100% of
the outstanding shares of common stock of Seaport Entertainment
Group Inc. (“Seaport Entertainment”) to holders of record of HHH
common stock as of the close of business on July 29, 2024 (the
“Record Date”). The Distribution is expected to be payable after
market close on July 31, 2024 (the “Distribution Date”). As a
result of the Distribution, holders of HHH common stock will
receive one share of Seaport Entertainment common stock for every
nine shares of HHH common stock held at the close of business on
the Record Date.
Fractional shares of Seaport
Entertainment common stock will not be distributed to HHH
stockholders. Instead, the fractional shares of Seaport
Entertainment common stock will be aggregated and sold in the open
market, with the net proceeds distributed pro rata in cash payments
to HHH stockholders who otherwise would have received fractional
shares of Seaport Entertainment common stock.
No action is required by HHH
stockholders to receive the distributed shares of common stock of
Seaport Entertainment. HHH stockholders who hold HHH common
stock on the Record Date will either receive a book-entry account
statement reflecting their ownership of Seaport Entertainment
common stock or their brokerage account will be credited with
Seaport Entertainment shares. The shares are expected to be
credited to “street name” stockholders through the Depository Trust
Corporation (DTC) on the Distribution Date.
An Information Statement containing
details regarding the distribution of Seaport Entertainment common
stock and Seaport Entertainment’s business and management following
the consummation of the Distribution will be mailed to HHH
stockholders prior to the Distribution Date. The Distribution
remains subject to the satisfaction or waiver of customary
conditions, including the Securities and Exchange Commission
(“SEC”) having declared Seaport Entertainment’s Registration
Statement on Form 10, as amended (the “Registration Statement”),
effective. The Registration Statement has been filed with the SEC
and is available at the SEC’s website at www.sec.gov, as described
in the Information Statement.
HHH expects “when-issued” trading of
Seaport Entertainment common stock to begin on July 29, 2024, on
the New York Stock Exchange (“NYSE”) under the symbol “SEG WI.” The
“when-issued” trading market is a market for the yet-to-be-issued
shares of Seaport Entertainment common stock that will be
distributed to holders of HHH common stock on the Distribution
Date. “Regular-way” trading of Seaport Entertainment common stock
is expected to begin on the NYSE on August 1, 2024, under the
symbol “SEG.”
Shares of HHH common stock will
continue to trade “regular way” on the NYSE under the symbol “HHH”
through the Distribution Date. HHH expects that, beginning July 29,
2024, there will be two markets in HHH common stock on the NYSE:
“regular way” under the symbol “HHH” and “ex-distribution” under
the symbol “HHH WI.” On or prior to the Distribution Date, shares
of HHH common stock that trade in the “regular way” market will
trade with the right to receive shares of Seaport Entertainment
common stock on the Distribution Date. Shares of HHH common stock
that trade in the “ex-distribution” market will trade without the
right to receive shares of Seaport Entertainment common stock on
the Distribution Date. Holders of HHH common stock are encouraged
to consult with their financial advisors regarding the specific
implications of selling HHH common stock on or before the
Distribution Date.
For U.S. federal income tax purposes,
the Company’s U.S. shareholders generally should not recognize gain
or loss as a result of the Distribution, except with respect to
cash received in lieu of fractional shares of Seaport Entertainment
common stock. HHH stockholders are urged to consult with their tax
advisors with respect to the U.S. federal, state, and local or
foreign tax consequences, as applicable, of the Distribution.
Wells Fargo is serving as financial
advisor and Latham and Watkins LLP is serving as legal advisor to
the Company. J.P. Morgan Securities LLC is serving as financial
advisor and Richards Layton and Finger, P.A. is serving as legal
advisor to the special committee of the Company’s Board of
Directors.
About Howard Hughes Holdings
Inc.
Howard Hughes Holdings Inc. 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 communities, as
well as operating properties and development opportunities
including: the Seaport in New York City; Downtown Columbia® in
Maryland; The Woodlands®, Bridgeland® and The Woodlands Hills® in
the Greater Houston, Texas area; Summerlin® in Las Vegas; Ward
Village® in Honolulu, Hawaiʻi; and Teravalis™ in the Greater
Phoenix, Arizona area. The Howard Hughes 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. Howard Hughes Holdings Inc.
is traded on the New York Stock Exchange as HHH. For additional
information visit www.howardhughes.com.
Forward-Looking
Statements
This press release contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include
statements regarding the intended separation of Seaport
Entertainment from the Company, the timing and method of the
separation and the tax treatment of the transaction. These
statements are based on management’s current opinions,
expectations, beliefs, plans, objectives, assumptions or
projections regarding future events or future results.
Forward-looking statements can be identified by terms such as
“believe,” “anticipate,” “should,” “would,” “intend,” “plan,”
“will,” “expect,” “estimate,” “project,” “positioned,” “strategy,”
“targets,” “aims,” “seeks” and other similar expressions. Because
they are based on beliefs, estimates and assumptions,
forward-looking statements are inherently subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements. Any number of
factors could affect actual results, including, without limitation,
the uncertainty of obtaining regulatory approvals in connection
with the separation, including rulings from the Internal Revenue
Service; the ability to satisfy the necessary closing conditions to
complete the separation on a timely basis, or at all; the Company’s
ability to successfully separate the two companies and realize the
anticipated benefits of the separation; the effect of conditions in
national and worldwide financial markets, including inflation and
high interest rates; changes in discretionary consumer spending
patterns; downturns in tenants’ businesses that may reduce revenues
and cash flows; and other risks described from time to time in the
Company’s filings with the SEC, including those described in “Part
I, Item 1A. Risk Factors” of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2023, and its
subsequent filings with the SEC. Forward-looking statements are
made only as of the date of this press release. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements because of new information, future
events or otherwise, except as otherwise required by law. If the
Company does update one or more forward-looking statements, no
inference should be made that the Company will make additional
updates with respect to those or other forward-looking
statements.
Not an Offer
This announcement is for informational
purposes only and shall not constitute, or form a part of, an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities.
Contacts:Howard Hughes Holdings
Inc.
Media RelationsCristina Carlson,
646-822-6910Senior Vice President, Head of Corporate
Communicationscristina.carlson@howardhughes.com
Investor Relations Eric Holcomb,
281-475-2144Senior Vice President, Investor
Relationseric.holcomb@howardhughes.com
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