Pershing Square Proposes to Pay $90 Per Share to Acquire 10,000,000 Newly Issued Shares of HHH and Lead a Change in Strategic Direction of HHH to Become a Diversified Holding Company
Pershing Square Will Host an X Live Broadcast Presentation on February 19th at 9am EST
Pershing Square Holdco, L.P. (“Pershing Square”), the parent holding company of Pershing Square Capital Management, L.P. (“PSCM”), today announced it has submitted a new non-binding proposal to the Special Committee of the Board of Directors of Howard Hughes Holdings Inc. (“HHH”).
The new proposal is responsive to feedback from HHH shareholders and the Special Committee, and replaces Pershing Square’s previously disclosed non-binding proposal of January 13, 2025 that has been withdrawn.
In the new proposal:
(1) |
Pershing Square would acquire 10,000,000 newly issued common shares of HHH for $90 per share. The $90 share price represents a 46.4% premium to the $61.46 unaffected price of HHH stock on August 5th, prior to Pershing Square’s August 6, 2024 amendment of its Schedule 13D announcing its intention to evaluate a potential transaction with HHH, |
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(2) |
Pershing Square’s ownership would increase from 37.6% to 48% of shares outstanding. Pershing Square would not sell any of the shares currently owned by the Pershing Square funds, shares the funds intend to hold for the long term, |
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(3) |
HHH would continue to be governed by an independent board of directors comprised of some current independent directors, three additional Pershing Square directors, and one or more new independent directors, |
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(4) |
Bill Ackman would become Chairman and CEO of HHH; Ryan Israel would become Chief Investment Officer; Ben Hakim would become President; and the full Pershing Square team and resources would be made available to the company, |
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(5) |
The $900 million cash infusion will enable HHH to immediately begin to pursue the acquisition of controlling interests in public and private companies as part of its new strategy of becoming a diversified holding company; the transaction is expected to be credit rating positive for the company, |
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HHH’s principal subsidiary, Howard Hughes Corporation (“HHC”), would remain unchanged with the same strategic direction and senior leadership led by CEO David O’Reilly, |
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The Pershing Square management team would assume responsibility for overseeing the hedging of macroeconomic and other risks that affect HHC’s core real estate and Master Planned Communities business, |
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The Pershing Square management team would receive no cash, equity or other compensation, and |
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Pershing Square would enter into a services agreement with HHH and receive an annual fee, paid quarterly, of 1.5% of HHH’s equity market capitalization. |
The revised transaction does not require regulatory approvals, a shareholder vote or financing, and can therefore be consummated subject only to Special Committee and board approval and the execution of definitive documents, which can be completed within a few weeks. Pershing Square will fund its $900 million investment from cash on its balance sheet.
Pershing Square will host an X Live broadcast on February 19th at 9am EST regarding the proposed transaction.
Shareholders and other interested parties are invited to access the broadcast and participate in the Q&A session at https://x.com/BillAckman.
During the broadcast, Pershing Square CEO Bill Ackman and other members of the Pershing Square Team will make a presentation about the new proposal, and will thereafter host an X Spaces session, which will provide the opportunity for live Q&A.
Important Additional Information and Where to Find It
This communication is not a recommendation to buy, sell or exchange any securities, and it does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities. Information about Pershing Square and certain of the matters discussed in this press release is described in Pershing Square’s Schedule 13D relating to HHH, filed on February 18, 2025, available at the SEC’s website at www.sec.gov.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pershing Square assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Pershing Square does not give any assurance that Pershing Square will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by Pershing Square or any other person that the events or circumstances described in such statement are material.
About Pershing Square and PSCM
Pershing Square is the parent holding company of PSCM, a New York-based SEC-registered investment advisor to investment funds.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250218932320/en/
Contacts
Pershing Square
Francis McGill
McGill@persq.com
212-909-2455
