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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Howard Hughes Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HUGH |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of regist |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HUGH |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specifi |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of regist |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specifi |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023 As filed with the Securities and Exchange Commission on August 25, 2023 Registration No. |
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| August 14, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 25, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 11, 2023 |
Exhibit 10.1 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between The Howard Hughes Corporation, a Delaware corporation (“Assignor”), and Howard Hughes Holdings Inc., a Delaware corporation (“Assignee”). RECITALS WHEREAS, pursuant to the Agreement and Plan of Merger, dated as the date hereof ( |
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| August 11, 2023 |
Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF THE HOWARD HUGHES CORPORATION August 11, 2023 ARTICLE I. NAME OF CORPORATION The name of the corporation (which is hereinafter referred to as the “Corporation”) shall be The Howard Hughes Corporation. ARTICLE II. OFFICES SECTION 1. The address of the Corporation’s principal office in the State of Texas is 9950 Woodloch Forest Drive, Suite 1100, The |
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| August 11, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2023 by and among The Howard Hughes Corporation, a Delaware corporation (the “Company”), Howard Hughes Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HHC”), and HHC Merger Sub Co., a Delaware corporation and a direct wholly |
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| August 11, 2023 |
Certificate of Merger, dated August 11, 2023. Exhibit 3.1 Execution Version CERTIFICATE OF MERGER OF THE HOWARD HUGHES CORPORATION WITH HHC MERGER SUB CO. Pursuant to Title 8, Section 251(g) of the Delaware General Corporation Law (“DGCL”), the undersigned corporation hereby certifies that: FIRST: The name and state of incorporation of each of the constituent corporations to the merger are as follows: Name State of Incorporation The Howard Hu |
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| August 11, 2023 |
Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE HOWARD HUGHES CORPORATION FIRST. The name of the corporation is THE HOWARD HUGHES CORPORATION. SECOND. The Registered Office in the state of Delaware is located at 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The Registered Agent at that address is Corporation Service Company. THIRD. The purpose |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 The Howard Hughes Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File |
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| August 8, 2023 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® REPORTS SECOND QUARTER 2023 RESULTS Strong MPC home sales and Operating Assets performance contribute to improved outlook and increased full year 2023 guidance expectations HOUSTON, August 8, 2023 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) today announced operating results for the second quarter ended June 30, 2023. The f |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 8, 2023 |
The Howard Hughes Corporation Supplemental Information Three Months Ended June 30, 2023 NYSE: HHC Exhibit 99. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| July 18, 2023 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES CREATION OF HOLDING COMPANY STRUCTURE Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES CREATION OF HOLDING COMPANY STRUCTURE HOUSTON, July 18, 2023 – As previously announced by the Company on July 17, 2023, the Board of Directors of the Company has authorized the Company to proceed with the implementation of a holding company reorganization, which will involve the incorporation of a new holding company that will become the new pa |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 The Howard Hughes Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3485 |
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| July 17, 2023 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES CREATION OF HOLDING COMPANY STRUCTURE Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES CREATION OF HOLDING COMPANY STRUCTURE HOUSTON, July 17, 2023 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced that its Board of Directors has authorized the Company to create a newly incorporated holding company structure—The Howard Hughes Holding Corporation—which will become the new parent company of The Howard Hug |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 The Howard Hughes Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File N |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 25, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 (Co |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| May 26, 2023 |
Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter “Release”) is entered into among Peter F. Riley (hereinafter “Executive”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”). The parties previously entered into an employment agreement dated November 6, 2017 and an amendment thereto on November 19, 2019 (together the “Employment |
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| May 26, 2023 |
Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement, dated as of May 23, 2023 and effective as of June 1, 2023 (this “Agreement”), is made and entered into by and between HOWARD HUGHES MANAGEMENT CO., LLC, a Delaware limited liability company (the “Company”), and PETER F. RILEY (the “Consultant”). For purposes of this Agreement, the Company and the Consultant may collectively be referred t |
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| May 25, 2023 |
EX-99.13 Exhibit 99.13 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square International, Ltd. April 10, 2023 Buy 371 $ 74.95 N/A $ 27,807 Common Stock N/A Pershing Square International, Ltd. April 12, 2023 Buy 357 $ 74.94 N/A $ 26,753 Common Stock N/A Pershing Square International, Ltd. April 13, 2023 Buy 49 $ 74.69 N/A $ |
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| May 25, 2023 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 12)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securit |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 8, 2023 |
hhcsupplemental1q23 The Howard Hughes Corporation Supplemental Information Three Months Ended March 31, 2023 NYSE: HHC Exhibit 99. |
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| May 8, 2023 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® REPORTS FIRST QUARTER 2023 RESULTS MPC land sales, a sharp recovery in new homes sold, Operating Assets NOI growth, and solid leasing momentum all drive a strong start to the year HOUSTON, May 8, 2023 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) today announced operating results for the first quarter ended March 31, 2023. T |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 27, 2023 |
Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of The Howard Hughes Corporation for the year ended D |
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| February 27, 2023 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® REPORTS FOURTH QUARTER AND FULL-YEAR 2022 RESULTS Solid fourth quarter results cap strong year across all segments HOUSTON, February 27, 2023 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) today announced operating results for the fourth quarter and year ended December 31, 2022. The financial statements, exhibits and reconcil |
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| February 27, 2023 |
hhcsupplemental4q22 The Howard Hughes Corporation Supplemental Information Three Months Ended December 31, 2022 NYSE: HHC Exhibit 99. |
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| February 27, 2023 |
Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of the Howard Hughes Corporation (“we,” “us,” “our” and the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) Second Amended and Restated Certificate of Incorp |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HUGH |
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| February 27, 2023 |
Exhibit 21.1 THE HOWARD HUGHES CORPORATION LIST OF SUBSIDIARIES Entity Jurisdiction 10 CCC, LLC Delaware 10/20/30 CCC Parking Deck, LLC Delaware 20 CCC, LLC Delaware 30 CCC, LLC Delaware 40 CCC, LLC Delaware 40 CCC Parking Deck, LLC Delaware 50 CCC, LLC Delaware 50/60/70 CCC Parking Deck, LLC Delaware 60 CCC, LLC Delaware 3 Waterway Holdings, LLC Texas 4 Waterway Holdings, LLC Delaware 20 & 25 Wat |
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| February 13, 2023 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® APPOINTS ANDREW SCHWARTZ AND ZACH WINICK CO-PRESIDENTS OF THE NEW YORK REGION NEW YORK (February 1, 2023) — The Howard Hughes Corporation® (NYSE: HHC) announced today that Andrew Schwartz and Zach Winick have been named Co-Presidents of the company’s New York region and will lead the continued revitalization of the Seaport neighborhood in Lower Manhattan |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 10, 2023 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3485 |
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| February 13, 2023 |
Exhibit 10.1 February 10, 2023 Saul Scherl 232 Lydecker Street Englewood, NJ 07631 Below are terms outlining the Company’s retention efforts to extend your employment through 06/30/2023 as Senior Advisor, Seaport. All prior agreements between you and Howard Hughes Management Co., LLC (“HHMC”) (including the letter executed March 10, 2021) shall remain in effect, and shall be enforceable in accorda |
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| February 9, 2023 |
HHC / Howard Hughes Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01104-howardhughescorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Howard Hughes Corp. Title of Class of Securities: Common Stock CUSIP Number: 44267D107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to design |
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| December 7, 2022 |
EX-99.11 Exhibit 99.11 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square, L.P. November 29, 2022 Buy 116,473 $ 70.00 * N/A $ 8,153,110 Common Stock N/A Pershing Square International, Ltd. November 29, 2022 Buy 35,394 $ 70.00 * N/A $ 2,477,580 Common Stock N/A Pershing Square Holdings, Ltd. November 29, 2022 Buy 1,407,338 |
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| December 7, 2022 |
EX-99.12 Exhibit 99.12 EXECUTION COPY Rule 10b5-1 Purchase Plan This Rule 10b5-1 Purchase Plan is entered into on December 6, 2022 (this “Purchase Plan”) between Pershing Square, L.P., Pershing Square International, Ltd. and Pershing Square Holdings, Ltd. (each a “Purchaser”) and Jefferies LLC (“Broker”), acting as agent for each Purchaser. The provisions in this Purchase Plan apply to each Purcha |
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| December 7, 2022 |
HHC / Howard Hughes Corp / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 11)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securit |
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| December 1, 2022 |
HHC / Howard Hughes Corp / Pershing Square, L.P. - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 The Howard Hughes Corporation (Name of Subject Company (Issuer)) Pershing Square, L.P. Pershing Square International, Ltd. Pershing Square Holdings, Ltd. (Offerors) Pershing Square Capital Management, |
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| December 1, 2022 |
Exhibit (a)(5)(iv) The Pershing Square Funds Announce the Final Results of Their Tender Offer for Common Shares of The Howard Hughes Corporation NEW YORK, November 30, 2022???Pershing Square Capital Management, L. |
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| November 29, 2022 |
Press Release issued by Pershing Square Capital Management, L.P., dated November 29, 2022. Exhibit (a)(5)(iii) The Pershing Square Funds Announce the Preliminary Results of Their Tender Offer for Common Shares of The Howard Hughes Corporation NEW YORK, November 29, 2022???Pershing Square Capital Management, L. |
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| November 29, 2022 |
HHC / Howard Hughes Corp / Pershing Square, L.P. - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 The Howard Hughes Corporation (Name of Subject Company (Issuer)) Pershing Square, L.P. Pershing Square International, Ltd. Pershing Square Holdings, Ltd. (Offerors) Pershing Square Capital Management, |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Howard Hughes Corporation (Name of Subject Company) The Howard Hughes Corporation (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 4426 |
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| November 14, 2022 |
? ?Exhibit (a)(1)(viii)? Amended Letter of Transmittal For Tender of Shares of Common Stock of The Howard Hughes Corporation At a Purchase Price Not Greater than $70. |
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| November 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee(4) Fees to Be Paid(1) $ 63,400,000. |
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| November 14, 2022 |
? ?Exhibit (a)(5)(ii)? The Pershing Square Funds Have Extended Their Tender Offer and Increased the Price Range for up to 6,340,000 Common Shares of The Howard Hughes Corporation NEW YORK, November 11, 2022???Pershing Square Capital Management, L. |
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| November 14, 2022 |
? ?Exhibit (a)(1)(vii)? Amendment and Supplement to the Offer to Purchase for Cash Up to 6,340,000 shares of Common Stock of The Howard Hughes Corporation by Pershing Square, L. |
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| November 14, 2022 |
Amended Form of Notice of Guaranteed Delivery. ? ?Exhibit (a)(1)(ix)? Amended Notice of Guaranteed Delivery For Tender of Shares of Common Stock of The Howard Hughes Corporation THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF NOVEMBER 28, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE ?EXPIRATION DATE?). |
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| November 14, 2022 |
HHC / Howard Hughes Corp / Pershing Square, L.P. - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 The Howard Hughes Corporation (Name of Subject Company (Issuer)) Pershing Square, L.P. Pershing Square International, Ltd. Pershing Square Holdings, Ltd. (Offerors) Pershing Square Capital Management, |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 2, 2022 |
The Howard Hughes Corporation Supplemental Information Three Months Ended September 30, 2022 NYSE: HHC Exhibit 99. |
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| November 2, 2022 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION? REPORTS THIRD QUARTER 2022 RESULTS Solid third quarter results driven by Ward Village? condo sales and strong MPC performance HOUSTON, November 2, 2022 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HHC? or ?we?) today announced operating results for the third quarter ended September 30, 2022. The financial statements, exhibits and reconci |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of regist |
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| October 26, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Howard Hughes Corporation (Name of Subject Company) The Howard Hughes Corporation (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 4426 |
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| October 14, 2022 |
Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iv) Offer to Purchase for Cash Up to 6,340,000 shares of Common Stock of The Howard Hughes Corporation by Pershing Square, L. |
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| October 14, 2022 |
Notice of Guaranteed Delivery For Tender of Shares of Common Stock of The Howard Hughes Corporation Exhibit (a)(1)(iii) Notice of Guaranteed Delivery For Tender of Shares of Common Stock of The Howard Hughes Corporation THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF NOVEMBER 10, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). |
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| October 14, 2022 |
Exhibit (a)(1)(ii) Letter of Transmittal For Tender of Shares of Common Stock of The Howard Hughes Corporation At a Purchase Price Not Greater than $60. |
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| October 14, 2022 |
HHC / Howard Hughes Corp / Pershing Square, L.P. - SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 The Howard Hughes Corporation (Name of Subject Company (Issuer)) Pershing Square, L.P. Pershing Square International, Ltd. Pershing Square Holdings, Ltd. (Offerors) Pershing Square Capital Management, L.P. PS Management |
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| October 14, 2022 |
EX-FILING FEES 9 tm2228214d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $ 380,400,000.00 * 0.00011020 $ 41,920.08 ** Fees Previously Paid $ — $ — Total Transaction Valuation $ 380,400,000.00 Total Fees Due for Filing $ 41,920.08 Total Fees Previously Paid $ — Total F |
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| October 14, 2022 |
Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the common stock of The Howard Hughes Corporation. |
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| October 14, 2022 |
Press Release issued by Pershing Square Capital Management, L.P., dated October 14, 2022. Exhibit (a)(5) Pershing Square Capital Management, L.P. Announces that Pershing Square, L.P., Pershing Square International, Ltd., and Pershing Square Holdings, Ltd. Commence Tender Offer for up to 6,340,000 Common Shares of The Howard Hughes Corporation NEW YORK, October 14, 2022 — Pershing Square Capital Management, L.P. today announced that Pershing Square, L.P. (“PS”), Pershing Square Interna |
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| October 14, 2022 |
TABLE OF CONTENTS ?Exhibit (a)(1)(i)? Offer to Purchase for Cash Up to 6,340,000 shares of Common Stock of The Howard Hughes Corporation? by Pershing Square, L. |
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| October 14, 2022 |
Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(v) Offer to Purchase for Cash Up to 6,340,000 shares of Common Stock of The Howard Hughes Corporation by Pershing Square, L. |
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| August 4, 2022 |
HHC / Howard Hughes Corp / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti |
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| August 3, 2022 |
EX-99.2 3 hhcsupplemental2q22.htm EX-99.2 The Howard Hughes Corporation Supplemental Information Three Months Ended June 30, 2022 NYSE: HHC Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of o |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| August 3, 2022 |
Exhibit 99.1 The Howard Hughes Corporation? Reports Second Quarter 2022 Results HHC reports strong financial results despite macroeconomic headwinds, driven by robust land sales, increased Operating Asset NOI, and continued momentum in condo sales HOUSTON, August 3, 2022 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HHC? or ?we?) today announced operating results for the second qua |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| June 28, 2022 |
LINDA FOGGIE RESIGNS FROM BOARD OF DIRECTORS OF THE HOWARD HUGHES CORPORATION® Exhibit 99.1 LINDA FOGGIE RESIGNS FROM BOARD OF DIRECTORS OF THE HOWARD HUGHES CORPORATION? The Woodlands, TX (June 28, 2022) ? The Howard Hughes Corporation? (NYSE: HHC) announced today that Linda Foggie has resigned from the company?s board of directors, effective June 27, 2022. Ms. Foggie resigned from the HHC Board because she believed that board service would be inconsistent with the terms of |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| June 8, 2022 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES APPOINTMENT OF LINDA FOGGIE TO BOARD OF DIRECTORS Exhibit 99.1 THE HOWARD HUGHES CORPORATION? ANNOUNCES APPOINTMENT OF LINDA FOGGIE TO BOARD OF DIRECTORS HOUSTON, TX (June 8, 2022) - The Howard Hughes Corporation? (NYSE: HHC) announced today the appointment of Linda Foggie to its Board of Directors, effective June 8, 2022. Ms. Foggie, a licensed architect with over 20 years of commercial real estate experience, is the Managing Director, Global He |
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| May 31, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 26, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 (Co |
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| May 16, 2022 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| May 11, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| May 11, 2022 |
Ernst & Young LLP Letter, dated May 10, 2022. Exhibit 16.1 Ernst & Young LLP 5 Houston Center 1401 McKinney, Suite 2400 Houston, TX 77010 Tel: +713 750 1500 Fax: +713 750 1501 ey.com May 10, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 10, 2022 of The Howard Hughes Corporation and are in agreement with the statements contained in the 1st, 2nd |
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| May 10, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| May 10, 2022 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| May 9, 2022 |
The Howard Hughes Corporation Supplemental Information Three Months Ended March 31, 2022 NYSE: HHC Exhibit 99. |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 9, 2022 |
Exhibit 99.1 The Howard Hughes Corporation? Reports First Quarter 2022 Results HHC?s momentum carries into the first quarter of 2022 with robust Operating Asset NOI growth, continued land price appreciation and increased profit from condo sales HOUSTON, May 9, 2022 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HHC? or ?we?) today announced operating results for the first quarter en |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| April 18, 2022 |
HHC / Howard Hughes Corp / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44267 |
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| April 11, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 15, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| March 15, 2022 |
Exhibit 99.1 The Howard Hughes Corporation? Announces Board-Approved $250 Million Share Buyback Program HOUSTON (March 15, 2022) ? The Howard Hughes Corporation? (NYSE: HHC) today announced that the company?s Board of Directors has approved a $250 million share buyback program. This marks the second buyback in recent months for the company, following November?s announcement of another $250 million |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HUGH |
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| February 28, 2022 |
Description of Securities of the Registrant EX-4.13 2 descriptionofthesecurities.htm EX-4.13 Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of the Howard Hughes Corporation (“we,” “us,” “our” and the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 28, 2022 |
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes. |
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| February 28, 2022 |
EX-99.1 2 hhcearningsreleaseq42021.htm EX-99.1 Exhibit 99.1 The Howard Hughes Corporation® Reports Fourth Quarter 2021 Results Outstanding fourth quarter performance punctuates strongest year in HHC’s 11-year history with record-breaking annual results across virtually every segment of the business HOUSTON, February 28, 2022 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we |
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| February 28, 2022 |
Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of The Howard Hughes Corporation for the year ended D |
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| February 28, 2022 |
Exhibit 21.1 THE HOWARD HUGHES CORPORATION LIST OF SUBSIDIARIES Entity Jurisdiction 10 CCC, LLC Delaware 10/20/30 CCC Parking Deck, LLC Delaware 20 CCC, LLC Delaware 30 CCC, LLC Delaware 40 CCC, LLC Delaware 40 CCC Parking Deck, LLC Delaware 50 CCC, LLC Delaware 50/60/70 CCC Parking Deck, LLC Delaware 60 CCC, LLC Delaware 3 Waterway Holdings, LLC Texas 4 Waterway Holdings, LLC Delaware 20 & 25 Wat |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| February 11, 2022 |
? Exhibit 10.1 ? Execution Version ? SEPARATION AND RELEASE AGREEMENT ? This Separation and Release Agreement (hereinafter "Release") is entered into among Correne S. Loeffler (hereinafter "Executive") and The Howard Hughes Corporation, a Delaware corporation (the "Company"). ? The parties previously entered into an employment agreement dated April 19, 2021 (the "Employment Agreement"), pursuant t |
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| February 10, 2022 |
HHC / Howard Hughes Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Howard Hughes Corp. Title of Class of Securities: Common Stock CUSIP Number: 44267D107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? |
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| January 12, 2022 |
EX-10.1 2 tm222744d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective as of January 12, 2022 (the “Effective Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Carlos A. Olea (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive |
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| January 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): January 10, 2022 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 |
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| January 12, 2022 |
THE HOWARD HUGHES CORPORATION® APPOINTS CARLOS OLEA AS CHIEF FINANCIAL OFFICER Exhibit 99.1 THE HOWARD HUGHES CORPORATION® APPOINTS CARLOS OLEA AS CHIEF FINANCIAL OFFICER HOUSTON (January 12, 2022) – The Howard Hughes Corporation® (NYSE: HHC) today announced that Carlos Olea has been appointed as the company’s Chief Financial Officer, effective January 12, 2022. Mr. Olea becomes CFO at a time of escalating growth and strong financial performance across the company’s acclaime |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 16, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3485 |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 4, 2021 |
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of regist |
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| November 4, 2021 |
Exhibit 99.1 The Howard Hughes Corporation? Reports Third Quarter 2021 Results Strong third quarter performance demonstrates ongoing momentum across HHC?s core segments followed by the post-quarter acquisition of Douglas Ranch and $250 million share buyback program HOUSTON, November 4, 2021 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HHC? or ?we?) announced today operating result |
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| October 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| October 19, 2021 |
Exhibit 99.2 Douglas Ranch The Next Great MPC Non-GAAP financial measures The Company believes that net operating income, or NOI, a non-GAAP financial measure, is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real |
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| October 19, 2021 |
Exhibit 99.1 The Howard Hughes Corporation? and Jerry Colangelo Announce Launch of 37,000-Acre Master Planned Community in Phoenix?s West Valley Residential Lot Sales to Begin in First Half of 2022 at Douglas Ranch; Acquisition in Nation?s Fastest-Growing Metro Region Solidifies Howard Hughes Position as Leading Developer of Large-Scale, Mixed-Use Communities HHC to Host Investor Presentation Call |
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| August 4, 2021 |
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes. |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| August 4, 2021 |
Exhibit 10.2 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT FOR NONEMPLOYEE DIRECTORS This Restricted Stock Award Agreement (this ?Agreement?), dated as of June *, 2021, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and [insert name] (?Grantee?). Capitalized terms used herein but not otherwise defined shall have t |
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| August 4, 2021 |
Exhibit 99.1 The Howard Hughes Corporation? Reports Second Quarter 2021 Results Robust financial results highlighted by strong improvement in Operating Asset NOI, continued growth of MPC EBT, and elevated condo sales at Ward Village? HOUSTON, August 4, 2021 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HHC? or ?we?) announced today operating results for the second quarter ended Jun |
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| June 2, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 27, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 (Co |
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| May 10, 2021 |
Exhibit 10.1 THE HOWARD HUGHES CORPORATION TIME-BASED RESTRICTED STOCK AWARD AGREEMENT This Time-Based Restricted Stock Award Agreement (this ?Agreement?), dated as of , is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and (?Grantee?). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to |
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| May 10, 2021 |
Exhibit 10.5 THE HOWARD HUGHES CORPORATION AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT This Amended and Restated Performance-Based Restricted Stock Award Agreement (this ?Agreement?), dated as of January 4, 2021, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and Saul Scherl (?Grantee?). Capitaliz |
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| May 10, 2021 |
Exhibit 10.4 THE HOWARD HUGHES CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT This Performance-Based Restricted Stock Award Agreement (this ?Agreement?), dated as of , is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and (?Grantee?). Capitalized terms used herein but not otherwise defined shall have the meaning |
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| May 10, 2021 |
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes. |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 10, 2021 |
Exhibit 10.2 THE HOWARD HUGHES CORPORATION TIME-VESTED RESTRICTED STOCK AWARD AGREEMENT This Time-Based Restricted Stock Award Agreement (this ?Agreement?), dated as of is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and (?Grantee?). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to t |
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| May 10, 2021 |
Exhibit 99.1 The Howard Hughes Corporation? Reports First Quarter 2021 Results Strong performance continues across portfolio of master planned communities as migration from higher-cost regions fuels robust new home sales, strong land sales and improvements in NOI, and record sales pace continues at Ward Village? HOUSTON, May 10, 2021 ? The Howard Hughes Corporation? (NYSE: HHC) (the ?Company,? ?HH |
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| May 10, 2021 |
Exhibit 10.3 THE HOWARD HUGHES CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT This Performance-Based Restricted Stock Award Agreement (this ?Agreement?), dated as of , is entered into by and between The Howard Hughes Corporation, a Delaware corporation (and it successors, the ?Company?), and (?Grantee?). Capitalized terms used herein but not otherwise defined shall have the meaning |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
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| April 9, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 8, 2021 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), effective as of April 19, 2021 (the ?Effective Date?), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the ?Company?), and Correne S. Loeffler (the ?Executive?). RECITALS WHEREAS, the Company desires to employ the Executive upon and subject to the terms, conditions, rights and obli |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 5, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 (C |
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| April 8, 2021 |
THE HOWARD HUGHES CORPORATION NAMES CORRENE LOEFFLER AS CHIEF FINANCIAL OFFICER Exhibit 99.1 THE HOWARD HUGHES CORPORATION NAMES CORRENE LOEFFLER AS CHIEF FINANCIAL OFFICER HOUSTON, TX. (April 8, 2021) — The Howard Hughes Corporation (NYSE: HHC) today announced that Correne Loeffler has been appointed to serve as the company's Chief Financial Officer, effective April 19, 2021. Ms. Loeffler succeeds David O’Reilly as the company’s CFO, a position that he has held since joining |
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| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HU |
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| March 24, 2021 |
Consolidated Financial Statements and Report of Independent Auditors DLV/HHPI Summerlin, LLC December 31, 2020 Contents Page Report of Independent Auditors 1 Consolidated balance sheets at December 31, 2020 and 2019 3 Consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 4 Consolidated statements of changes in members? equity for the years ended December 31, 20 |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 10, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 ( |
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| March 15, 2021 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION? ANNOUNCES THE COMPLETION OF THE REDEMPTION OF ITS OUTSTANDING 5.375% SENIOR NOTES DUE 2025 HOUSTON (March 15, 2021) - The Howard Hughes Corporation? (NYSE: HHC) (the ?Company?) today announced the completion of the redemption of its remaining, outstanding 5.375% senior notes due 2025 (the ?Notes?), which were not tendered by holders in the Company?s tend |
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| March 15, 2021 |
EX-10.1 2 tm219597d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THE HOWARD HUGHES CORPORATION March 10, 2021 Saul Scherl President, New York Tri-Region Dear Saul, Given the ongoing delays with the completion of the Tin Building, the below terms outline the efforts of The Howard Hughes Corporation (including its subsidiaries, the “Company”) to retain you in your current role through December 31, 2022, or |
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| February 25, 2021 |
EX-99.1 2 hhcearningsreleaseq42020.htm EX-99.1 Exhibit 99.1 The Howard Hughes Corporation® Reports Full-Year and Fourth Quarter 2020 Results Strong full-year results position HHC for accelerated growth with robust residential land sales, delivery of six new Operating Assets and continued momentum in Ward Village with over 300 units sold or contracted in 2020 The Woodlands, TX, February 25, 2021 – |
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| February 25, 2021 |
Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of The Howard Hughes Corporation for the year ended D |
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| February 25, 2021 |
Description of Securities of the Registrant Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of the Howard Hughes Corporation (?we,? ?us,? ?our? and the ?Company?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) Second Amended and Restated Certificate of Incorpo |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 25, 2021 |
Exhibit 21.1 THE HOWARD HUGHES CORPORATION LIST OF SUBSIDIARIES Entity Jurisdiction 10 CCC, LLC Delaware 10/20/30 CCC Parking Deck, LLC Delaware 20 CCC, LLC Delaware 30 CCC, LLC Delaware 40 CCC, LLC Delaware 40 CCC Parking Deck, LLC Delaware 50 CCC, LLC Delaware 50/60/70 CCC Parking Deck, LLC Delaware 60 CCC, LLC Delaware 3 Waterway Holdings, LLC Texas 4 Waterway Holdings, LLC Delaware 20 & 25 Wat |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HUGH |
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| February 25, 2021 |
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes. |
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| February 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 17, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3485 |
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| February 17, 2021 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES EXPIRATION OF TENDER OFFER AND CONSENT SOLICITATION OF 5.375% SENIOR NOTES DUE 2025 HOUSTON (February 17, 2021) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced the expiration of its previously announced tender offer and consent solicitation (the “Tender Offer”) for any and all of its existing 5.375% senior notes due |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Howard Hughes Corp. Title of Class of Securities: Common Stock CUSIP Number: 44267D107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| February 4, 2021 |
Exhibit 4.2 INDENTURE Dated as of February 2, 2021 Among THE HOWARD HUGHES CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 27 Section 1.03 Rules of Construction 29 Se |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| February 4, 2021 |
EX-4.3 4 tm214988d2ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 This FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of February 2, 2021, between The Howard Hughes Corporation, a Delaware corporation (the “Company”), HHC Warehouse Holding Company, LLC, a Delaware limited liability company (“Warehouse Holding”), HH Warehouse Land Holdings, LLC, a Delaware limited liability compa |
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| February 4, 2021 |
EX-4.1 2 tm214988d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 INDENTURE Dated as of February 2, 2021 Among THE HOWARD HUGHES CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.125% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 27 |
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| February 2, 2021 |
EX-99.2 3 tm214988d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 THE HOWARD HUGHES CORPORATION® ANNOUNCES CLOSING OF ITS OFFERING OF $650,000,000 SENIOR NOTES DUE 2029 AND $650,000,000 SENIOR NOTES DUE 2031 AND EARLY SETTLEMENT OF TENDER OFFER AND CONSENT SOLICITATION HOUSTON, TX (February 2, 2021) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced the closing of an offering of $ |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): January 28, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34856 |
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| February 2, 2021 |
EX-99.1 2 tm214988d1ex99-1.htm EXHIBIT 99.1 Exhibits 99.1 The Howard Hughes Corporation® Announces Appointment of Anthony A. Williams to Board of Directors Former Washington, D.C. Mayor Joins HHC Board HOUSTON, TX (January 29, 2021) - The Howard Hughes Corporation® (NYSE: HHC) announced today the appointment of Anthony A. Williams to its Board of Directors, effective February 1, 2021. Mr. Williams |
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| January 19, 2021 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES PRICING OF $650 MILLION SENIOR NOTES DUE 2029 AND $650 MILLION SENIOR NOTES DUE 2031 HOUSTON, TX (January 19, 2021) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) announced today the pricing of $650 million in aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and $650 million in aggregate principal amount of s |
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| January 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| January 19, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| January 19, 2021 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION HOUSTON, TX (January 19, 2021) - 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 U4425 |
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| January 19, 2021 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES COMMENCEMENT OF OFFERING OF SENIOR NOTES Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES COMMENCEMENT OF OFFERING OF SENIOR NOTES HOUSTON, TX (January 19, 2021) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) announced today that it intends, subject to market and other conditions, to offer $1.3 billion in aggregate principal amount of senior notes consisting of senior notes due 2029 (the “2029 Notes”) and senior notes |
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| January 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| January 11, 2021 |
EX-99.10 Exhibit 99.10 Name Trade Date Buy/Sell/Exercise/Assign No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square International, Ltd. January 6, 2021 Sell 574,846 $ 79.12 * N/A $ 45,481,816 Common Stock N/A Pershing Square Holdings, Ltd. January 6, 2021 Buy 574,846 $ 79.12 * N/A $ 45,481,816 Common Stock N/A Pershing Square Holdings, Ltd. January |
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| January 11, 2021 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti |
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| December 2, 2020 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective as of December 1, 2020 (the “Effective Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and L. Jay Cross (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive upon and subject to the terms, conditions, rights and obligatio |
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| December 2, 2020 |
Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (this “Agreement”), effective as of December 1, 2020 (the “Effective Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and David R. O’Reilly (the “Executive”). RECITALS WHEREAS, the Company desires to continue to employ the |
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| December 2, 2020 |
EX-99.1 4 tm2037409d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES NEW EXECUTIVE LEADERSHIP TEAM TO FULFILL COMPANY’S VISION FOR GROWTH ACROSS PORTFOLIO Interim CEO David R. O’Reilly Appointed Chief Executive Officer; Industry Veteran L. Jay Cross to join HHC as President HOUSTON, TX (December 1, 2020) – The Howard Hughes Corporation® (NYSE: HHC) announced today the |
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| December 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of regist |
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| November 5, 2020 |
EXHIBIT 10.3 THE HOWARD HUGHES CORPORATION AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS (this “Amendment”), dated as of November 4, 2020, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and David O’Reilly (“Grantee”). RECITALS WHEREAS, the Company and Grantee entered into those certain time- |
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| November 5, 2020 |
hhcsupplemental3q20 Exhibit 99.2 Seaport District HughesThe Woodlands Landing Towers at the Waterway 6100 Merriweather New York, NY Houston,The Woodlands, TX TX Columbia, MD Supplemental Information Three months ended September 30, 2020 NYSE: HHC The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes.com 214.741.7744 Cautionary Statements Cautio |
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| November 5, 2020 |
Nine Months Ended September 30, 2020 EX-99.1 2 hhcearningsreleaseq320.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Contact Information: David R. O’Reilly Interim Chief Executive Officer, President and Chief Financial Officer (214) 741-7744 David.O’[email protected] The Howard Hughes Corporation® Reports Third Quarter 2020 Results Robust new home sales growth throughout MPCs, positive momentum and strong collections among Operati |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 5, 2020 |
EXHIBIT 10.4 THE HOWARD HUGHES CORPORATION AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENTS (this “Amendment”), dated as of November 4, 2020, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Peter F. Riley (“Grantee”). RECITALS WHEREAS, the Company and Grantee entered into that certain time a |
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| October 7, 2020 |
Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of October 2, 2020, among HH Woodlands Tower Holdings, LLC, a Delaware limited liability company (“Woodlands Tower”), API/HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company (“API/HHC”, and each of Woodlands Tower and API/HHC, a “Guaranteeing Subsidiary |
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| October 7, 2020 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 2, 2020, among HH Woodlands Tower Holdings, LLC, a Delaware limited liability company (“Woodlands Tower”), API/ HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company (“API/HHC”, and each of Woodlands Tower and API/HHC, a “Guaranteeing Subsidiar |
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| October 7, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| September 30, 2020 |
Separation and Release Agreement, by and between Paul Layne and The Howard Hughes Corporation. Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter “Release”) is entered into among Paul H. Layne (hereinafter “Executive”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”). The parties previously entered into an employment agreement dated October 21, 2019 (the “Employment Agreement”), pursuant to which Executive is entitled to |
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| September 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| September 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| September 21, 2020 |
The Howard Hughes Corporation® Appoints David O’Reilly Interim CEO Exhibit 99.1 The Howard Hughes Corporation® Appoints David O’Reilly Interim CEO HOUSTON, September 21, 2020 – The Howard Hughes Corporation® (NYSE: HHC) today announced that David O’Reilly, President and Chief Financial Officer, has been named interim Chief Executive Officer. Paul Layne has retired as Chief Executive Officer, effective September 17, 2020. Mr. Layne will also step down from the Com |
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| August 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| August 21, 2020 |
Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 18, 2020, among HHC Warehouse Holdings Company, LLC, a Delaware limited liability company (“HHC Holdings”), HH Warehouse Land Holdings, LLC, a Delaware limited liability company (“HHC Land”, and each of HHC Holdings and HHC Land, a “Guaranteeing Subsidiary”), The |
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| August 21, 2020 |
Exhibit 4.1 Execution Version INDENTURE Dated as of August 18, 2020 Among THE HOWARD HUGHES CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.375% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 27 Section 1.03 Rules of C |
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| August 18, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| August 18, 2020 |
Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES CLOSING OF AN OFFERING OF $750,000,000 SENIOR NOTES DUE 2028 DALLAS (August 18, 2020) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced the closing of an offering of $750 million in aggregate principal amount of 5.375% senior notes due 2028 (the “Notes”) in an unregistered offering (the “Offering”) through a private p |
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| August 5, 2020 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES PRICING OF $750,000,000 SENIOR NOTES DUE 2028 EX-99.1 2 tm2026354d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES PRICING OF $750,000,000 SENIOR NOTES DUE 2028 DALLAS (August 5, 2020) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced the pricing of $750 million in aggregate principal amount of senior notes due 2028 (the “Notes”). The Notes will pay interest semi-annually at a rate of 5 |
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| August 5, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| August 5, 2020 |
THE HOWARD HUGHES CORPORATION® ANNOUNCES COMMENCEMENT OF OFFERING OF SENIOR NOTES Exhibit 99.1 THE HOWARD HUGHES CORPORATION® ANNOUNCES COMMENCEMENT OF OFFERING OF SENIOR NOTES DALLAS (August 5, 2020) - The Howard Hughes Corporation® (NYSE: HHC) (the “Company”) today announced that it has commenced an offering through a private placement, subject to market and other conditions, of $750 million in aggregate principal amount of senior notes due 2028 (the “Notes”). The Notes will |
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| August 5, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| August 3, 2020 |
Exhibit 99.1 PRESS RELEASE Contact Information: David R. O’Reilly President and Chief Financial Officer (214) 741-7744 David.O’[email protected] The Howard Hughes Corporation® Reports Second Quarter 2020 Results Continued Strong Performance Across Portfolio of Master Planned Communities Reaffirms Company’s Strategic Transformation Plan Dallas, TX, August 3, 2020 – The Howard Hughes Corporati |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant a |
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| August 3, 2020 |
hhcsupplemental2q20 Exhibit 99.2 Seaport District HughesThe Woodlands Landing Towers at the Waterway 6100 Merriweather New York, NY Houston,The Woodlands, TX TX Columbia, MD Supplemental Information Three months ended June 30, 2020 NYSE: HHC The Howard Hughes Corporation, 13355 Noel Road, 22nd Floor, Dallas, TX 75240 HowardHughes.com 214.741.7744 Cautionary Statements Cautionary Statements Forward |
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| June 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| June 25, 2020 |
DAVID O'REILLY NAMED PRESIDENT OF THE HOWARD HUGHES CORPORATION® Expanded Leadership Role For CFO Exhibit 99.1 DAVID O'REILLY NAMED PRESIDENT OF THE HOWARD HUGHES CORPORATION® Expanded Leadership Role For CFO THE WOODLANDS®, Texas, June 25, 2020 — The Howard Hughes Corporation® (NYSE: HHC) today announced that Chief Financial Officer David O'Reilly has been appointed President of the Company. Mr. O'Reilly will also continue to serve as the company’s CFO, a position he has held since joining th |
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| June 25, 2020 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement (the “Employment Agreement”), dated as of February 21, 2018, by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and David R. O’Reilly (the “Executive”), is entered into effective as o |
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| June 24, 2020 |
As filed with the Securities and Exchange Commission on June 24, 2020 Registration No. |
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| June 5, 2020 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti |
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| June 5, 2020 |
EX-99.9 Exhibit 99.9 Name Trade Date Buy/Sell/Exercise No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square International, Ltd. June 3, 2020 Exercise / Buy 270,556 $ 115.00 N/A $ 31,113,940 Common Stock N/A Pershing Square International, Ltd. June 3, 2020 Exercise / Buy 120,645 $ 115.00 N/A $ 13,874,175 Common Stock N/A Pershing Square International |
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| June 5, 2020 |
SHARE OPTION MASTER CONFIRMATION EX-99.8 Exhibit 99.8 [DEALER LOGO] SHARE OPTION MASTER CONFIRMATION To: [PERSHING SQUARE FUND] Attention: c/o Pershing Square Capital Management, L.P. 787 Eleventh Avenue, 9th Floor New York, NY 10019 Date: June 3, 2020 Dear Sir/Madam: The purpose of this Share Option Master Confirmation (this “Master Confirmation”) is to set forth the general terms and conditions of one or more Transactions (each |
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| May 20, 2020 |
Exhibit 10.1 The Howard Hughes Corporation 2020 Equity Incentive Plan Article 1. Establishment & Purpose 1.1 Establishment. The Howard Hughes Corporation, a Delaware corporation, hereby establishes The Howard Hughes Corporation 2020 Equity Incentive Plan, subject to approval of the Company’s stockholders at the Company’s 2020 Annual Meeting of Stockholders (as amended or modified from time to time |
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| May 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-34856 THE HOWARD HUGHES CORPORATION (Exact name of registrant |
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| May 11, 2020 |
EX-99.1 2 hhcearningsreleaseq120.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Contact Information: David R. O’Reilly Chief Financial Officer (214) 741-7744 David.O’[email protected] The Howard Hughes Corporation® Reports First Quarter 2020 Results Resilient first quarter results and significantly enhanced liquidity profile achieved through $594 million in net proceeds from common stock offeri |
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| May 11, 2020 |
EXHIBIT 10.10 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE This EMPLOYMENT SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between SIMON TREACY (“Employee”) and Howard Hughes Management Company, LLC (“Employer”). Subject to the right of revocation provided to Employee in Paragraph 9 of this Agreement, this Agreement is effective on the eighth day after the Employee si |
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| May 11, 2020 |
EXHIBIT 10.8 THE HOWARD HUGHES CORPORATION AMENDMENT NO. 1 TO NONQUALIFIED EMPLOYEE STOCK OPTION AGREEMENT THIS AMENDMENT TO NO. 1 NONQUALIFIED EMPLOYEE STOCK OPTION AGREEMENT (this “Amendment”), dated as of February 12, 2020, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Saul Scherl (“Optionee”). RECITALS WHEREAS, the Company and Optione |
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| May 11, 2020 |
EXHIBIT 10.1 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, (the “Grantee”) is an employee of The Howard Hughes Corporation (and its successors, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of grant is February 12, |
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| May 11, 2020 |
EXHIBIT 10.5 THE HOWARD HUGHES CORPORATION February 12, 2020 Saul Scherl 232 Lydecker Street Englewood, NJ 07631 Dear Saul, Thank you so much for your contributions thus far to HHC. Because you have been identified as critical to the success of our New York operations through the completion of the Tin Building scheduled for 1/3/2022, the below terms outline the Company’s retention efforts to retai |
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| May 11, 2020 |
EXHIBIT 10.3 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, (the “Grantee”) is an employee of The Howard Hughes Corporation (and its successors, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of grant is February 12, |
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| May 11, 2020 |
EXHIBIT 10.7 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, Saul Adam Scherl (the “Grantee”) is an employee of The Howard Hughes Corporation (and its subsidiaries, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of gr |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34856 36-4673192 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 11, 2020 |
EXHIBIT 10.2 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, (the “Grantee”) is an employee of The Howard Hughes Corporation (and its successors, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of grant is February 12, |
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| May 11, 2020 |
EXHIBIT 10.4 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, (the “Grantee”) is an employee of The Howard Hughes Corporation (and its subsidiaries, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of grant is February 1 |
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| May 11, 2020 |
EXHIBIT 10.6 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT WHEREAS, Saul Adam Scherl (the “Grantee”) is an employee of The Howard Hughes Corporation (and its successors, the “Company”); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020; WHEREAS, the date of gran |
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| May 11, 2020 |
hhcsupplemental1q20 Exhibit 99.2 Seaport District HughesThe Woodlands Landing Towers at the Waterway 6100 Merriweather New York, NY Houston,The Woodlands, TX TX Columbia, MD Supplemental Information Three months ended March 31, 2020 NYSE: HHC The Howard Hughes Corporation, 13355 Noel Road, 22nd Floor, Dallas, TX 75240 HowardHughes.com 214.741.7744 Cautionary Statements Cautionary Statements Forwar |
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| April 3, 2020 |
definitive proxy statement filed with the SEC on April 3, 2020 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 31, 2020 |
The Howard Hughes Corporation® Announces Launch Of Public Offering Of Common Stock Exhibit 99.1 The Howard Hughes Corporation® Announces Launch Of Public Offering Of Common Stock DALLAS, March 27, 2020 /PRNewswire/ -The Howard Hughes Corporation® (NYSE:HHC) (the "Company") today announced the launch of a public offering of the Company's common stock. The Company will grant the joint bookrunners an option to purchase up to an additional 15% of the shares of common stock sold in t |
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| March 31, 2020 |
Exhibit 99.2 The Howard Hughes Corporation® Announces Pricing Of Public Offering Of 2,000,000 Shares Of Common Stock And Private Placement Of 10,000,000 Shares Of Common Stock 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 "Offer |
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| March 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 THE HOWARD HUGHES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34856 (Commission File Number) 36-4673192 (I. |
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| March 31, 2020 |
Exhibit 1.1 THE HOWARD HUGHES CORPORATION 2,000,000 Shares of Common Stock Underwriting Agreement March 27, 2020 BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several underwriters listed in Schedule 1 hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York |
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| March 31, 2020 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE HOWARD HUGHES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti |
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| March 31, 2020 |
Re: The Howard Hughes Corporation — Public Offering EX-99.7 Exhibit 99.7 EXECUTION VERSION March 27, 2020 BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC WELLS FARGO SECURITIES, LLC As Representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Wells Fargo Securities, L |
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| March 31, 2020 |
Exhibit 10.1 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT, dated as of March 27, 2020 (this “Agreement”), is entered into by and between The Howard Hughes Corporation (“Seller”), and Pershing Square Capital Management, L.P. (“PSCM”) on behalf of Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P. (each, except PSCM, together with its permitted n |
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| March 31, 2020 |
EX-99.5 Exhibit 99.5 Name Trade Date Buy/ Sell/ Exercise No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square, L.P. March 27, 2020 Buy 720,300 $ 50.00 N/A $ 36,015,000 Common Stock N/A Pershing Square International, Ltd. March 27, 2020 Buy 646,900 $ 50.00 N/A $ 32,345,000 Common Stock N/A Pershing Square Holdings, Ltd. March 27, 2020 Buy 8,632,800 $ |
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| March 30, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. |
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| March 27, 2020 |
Exhibit 4.4 THE HOWARD HUGHES CORPORATION and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.0 |
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| March 27, 2020 |
Subject to Completion, Dated March 27, 2020 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| March 27, 2020 |
Exhibit 4.3 THE HOWARD HUGHES CORPORATION and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314( |
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| March 27, 2020 |
HHC / Howard Hughes Corp. (The) S-3ASR - - S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 27, 2020 Registration No. |
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| March 27, 2020 |
Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| March 27, 2020 |
Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| March 20, 2020 |
hhc10ka-20191231ex991 Consolidated Financial Statements and Report of Independent Auditors DLV/HHPI Summerlin, LLC December 31, 2019 Contents Page Report of Independent Auditors 1 Consolidated balance sheets at December 31, 2019 and 2018 2 Consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017 3 Consolidated statements of changes in members’ equity for the years |
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| March 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 THE HOWARD HU |
