Sec Form 13D Filing - Pershing Square Capital Management L.P. filing for Howard Hughes Corp (HHC) - 2020-03-31

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 Securities)

44267D107

(CUSIP Number)

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

787 Eleventh Avenue, 9th Floor

New York, New York 10019

(212) 813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 44267D107  

 

  1   

NAME OF REPORTING PERSON

 

Pershing Square Capital Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

16,386,835

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10     

SHARED DISPOSITIVE POWER

 

16,386,835

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,386,835

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.8%*

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

 

*

This calculation is based on 55,063,251 shares of Common Stock, par value $0.01 per share (“Common Stock”), outstanding as of March 31, 2020 as reported in the Issuer’s Form 8-K filed on March 31, 2020.


CUSIP No. 44267D107

  

 

  1   

NAME OF REPORTING PERSON

 

PS Management GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

16,386,835

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10     

SHARED DISPOSITIVE POWER

 

16,386,835

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,386,835

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.8%*

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

*

This calculation is based on 55,063,251 shares of Common Stock outstanding as of March 31, 2020 as reported in the Issuer’s Form 8-K filed on March 31, 2020.


CUSIP No. 44267D107

  

 

  1   

NAME OF REPORTING PERSON

 

William A. Ackman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

16,386,835

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10     

SHARED DISPOSITIVE POWER

 

16,386,835

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,386,835

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.8%*

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

*

This calculation is based on 55,063,251 shares of Common Stock outstanding as of March 31, 2020 as reported in the Issuer’s Form 8-K filed on March 31, 2020.


This amendment No. 2 (the “Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on December 4, 2019 (the “Original Schedule 13D”, as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”) by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”) and (iii) William A. Ackman, a citizen of the United States (together with Pershing Square and PS Management, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Howard Hughes Corporation, a Delaware corporation (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.

 

Item 1.

Security and Issuer

Item 1 of the Original Schedule 13D is hereby amended and supplemented by replacing the second and third paragraphs therein with the following information:

“The Reporting Persons beneficially own 16,386,835 shares of Common Stock (the “Subject Shares”), which number includes: 12,197,389 shares of Common Stock and 4,189,446 shares underlying forward purchase contracts.

The Subject Shares represent approximately 29.8% of the outstanding shares of Common Stock based on 55,063,251 shares of Common Stock outstanding as of March 31, 2020 as reported in the Issuer’s Form 8-K filed on March 31, 2020.”

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the Pershing Square Funds. The Pershing Square Funds purchased 10,000,000 shares of Common Stock for aggregate consideration of $500,000,000 in a private placement with the Issuer.”

 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“On March 27, 2020, the Issuer entered into a share purchase agreement (the “Share Purchase Agreement”) with Pershing Square on behalf of Pershing Square Funds (the “Purchasers”), to issue and sell 10,000,000 shares of Common Stock in a private placement (the “Private Placement”) to the Purchasers. The Common Stock will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Share Purchase Agreement includes customary representations, warranties and covenants by the Issuer and customary closing conditions. The description of the Share Purchase Agreement contained herein is qualified in its entirety by reference to the Share Purchase Agreement, a copy which is attached as Exhibit 1.2 of the Issuer’s Form 8-K (filed March 31, 2020) and incorporated herein by reference.


On March 27, 2020, the Board of Directors of the Issuer granted the Reporting Persons a waiver under Section 203 of the Delaware Corporation Law to acquire up to 40% of the Issuer’s outstanding Common Stock.”

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“(c) Exhibit 99.5, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.5 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“On March 27, 2020, the Issuer entered into a Share Purchase Agreement with Pershing Square on behalf of Pershing Square Funds to issue and sell 10,000,000 shares of Common Stock in a private placement.

The Share Purchase Agreement is attached as Exhibit 1.2 of the Issuer’s Form 8-K (filed March 31, 2020) and incorporated herein by reference.

Pershing Square, on behalf of the Pershing Square Funds, entered into a lock-up agreement in connection with the related public offering by the Issuer of shares of Common Stock. The lock-up agreement is filed as Exhibit 99.7 hereto and incorporated herein by reference.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.”

 

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibits:

 

Exhibit 99.5    Trading data
Exhibit 99.6    Share Purchase Agreement (incorporated by reference and attached as Exhibit 1.2 of the Issuer’s Form 8-K filed March 31, 2020).
Exhibit 99.7    Lock-up Letter Agreement, dated March 27, 2020, from Pershing Square, on behalf of the Pershing Square Funds, to BofA Securities, Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in the underwriting agreement for the public offering.


SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2020

 

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner
By  

/s/ William A. Ackman

  William A. Ackman
  Managing Member
PS MANAGEMENT GP, LLC
By  

/s/ William A. Ackman

  William A. Ackman
  Managing Member
 

/s/ William A. Ackman

  William A. Ackman


INDEX TO EXHIBITS

 

Exhibit

  

Description

Exhibit 99.1    Joint Filing Agreement, dated as of December 4, 2019, among Pershing Square, PS Management and William A. Ackman.*
Exhibit 99.2    Trading data.*
Exhibit 99.3    Form of Confirmation for Forward Purchase Contracts.*
Exhibit 99.4    Registration Rights Agreement.*
Exhibit 99.5    Trading data.
Exhibit 99.6    Share Purchase Agreement (incorporated by reference and attached as Exhibit 1.2 of the Issuer’s Form 8-K filed March 31, 2020).*
Exhibit 99.7    Lock-up Letter Agreement, dated March 27, 2020, from Pershing Square, on behalf of the Pershing Square Funds, to BofA Securities, Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in the underwriting agreement for the public offering.

 

*

Previously Filed