Pershing Square Announces Revised Proposal to Howard Hughes Holdings (HHH)

Pershing Square Holdco, L.P. (“Pershing Square”), the parent holding company of Pershing Square Capital Management, L.P. (“PSCM”), today announced it has submitted a new non-binding proposal to the Special Committee of the Board of Directors of Howard Hughes Holdings Inc. (“HHH”).

The new proposal is responsive to feedback from HHH shareholders and the Special Committee, and replaces Pershing Square’s previously disclosed non-binding proposal of January 13, 2025 that has been withdrawn.

In the new proposal:

(1)

Pershing Square would acquire 10,000,000 newly issued common shares of HHH for $90 per share. The $90 share price represents a 46.4% premium to the $61.46 unaffected price of HHH stock on August 5th, prior to Pershing Square’s August 6, 2024 amendment of its Schedule 13D announcing its intention to evaluate a potential transaction with HHH,

(2)

Pershing Square’s ownership would increase from 37.6% to 48% of shares outstanding. Pershing Square would not sell any of the shares currently owned by the Pershing Square funds, shares the funds intend to hold for the long term,

(3)

HHH would continue to be governed by an independent board of directors comprised of some current independent directors, three additional Pershing Square directors, and one or more new independent directors,

(4)

Bill Ackman would become Chairman and CEO of HHH; Ryan Israel would become Chief Investment Officer; Ben Hakim would become President; and the full Pershing Square team and resources would be made available to the company,

(5)

The $900 million cash infusion will enable HHH to immediately begin to pursue the acquisition of controlling interests in public and private companies as part of its new strategy of becoming a diversified holding company; the transaction is expected to be credit rating positive for the company,

(6)

HHH’s principal subsidiary, Howard Hughes Corporation (“HHC”), would remain unchanged with the same strategic direction and senior leadership led by CEO David O’Reilly,

(7)

The Pershing Square management team would assume responsibility for overseeing the hedging of macroeconomic and other risks that affect HHC’s core real estate and Master Planned Communities business,

(8)

The Pershing Square management team would receive no cash, equity or other compensation, and

(9)

Pershing Square would enter into a services agreement with HHH and receive an annual fee, paid quarterly, of 1.5% of HHH’s equity market capitalization.

The revised transaction does not require regulatory approvals, a shareholder vote or financing, and can therefore be consummated subject only to Special Committee and board approval and the execution of definitive documents, which can be completed within a few weeks. Pershing Square will fund its $900 million investment from cash on its balance sheet.

Pershing Square will host an X Live broadcast on February 19th at 9am EST regarding the proposed transaction.

Shareholders and other interested parties are invited to access the broadcast and participate in the Q&A session at https://x.com/BillAckman.

During the broadcast, Pershing Square CEO Bill Ackman and other members of the Pershing Square Team will make a presentation about the new proposal, and will thereafter host an X Spaces session, which will provide the opportunity for live Q&A.

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