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. 11)*
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)
December 5, 2022
(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
15,837,529 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
15,837,529 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,837,529 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%* | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| * | This calculation is based on 49,900,872 shares of Common Stock, par value $0.01 per share (“Common Stock”), outstanding as of October 26, 2022 as reported in the Issuer’s Form 10-Q (“Form 10-Q”) filed on November 2, 2022. |
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
15,837,529 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
15,837,529 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICI ALLY OWNED BY EACH REPORTING PERSON
15,837,529 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%* | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | This calculation is based on 49,900,872 shares of Common Stock outstanding as of October 26, 2022 as reported in the Issuer’s Form 10-Q filed on November 2, 2022. |
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
15,837,529 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
15,837,529 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,837,529 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%* | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| * | This calculation is based on 49,900,872 shares of Common Stock outstanding as of October 26, 2022 as reported in the Issuer’s Form 10-Q filed on November 2, 2022. |
This amendment No. 11 (the “Amendment No. 11”) 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. 11, 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 of The Howard Hughes Corporation, a Delaware corporation (the “Issuer”).
Capitalized terms used but not defined in this Amendment No. 11 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 11, 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 15,837,529 shares of Common Stock (the “Subject Shares”).
The Subject Shares represent approximately 31.7% of the outstanding shares of Common Stock, based on 49,900,872 shares of Common Stock outstanding as of October 26, 2022 as reported in the Issuer’s Form 10-Q filed on November 2, 2022.”
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“The Pershing Square Funds recently completed a tender offer. In light of purchasing fewer than the total number of shares of Common Stock set out in the tender offer, the Reporting Persons seek to purchase shares in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.”
| Item 5. | Interest in Securities of the Issuer |
Item 5(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“Exhibit 99.11, 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, including the recently completed tender offer. Except as set forth in Exhibit 99.11 attached hereto, no reportable transactions were effected by any Reporting Person with the last 60 days.”
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“The Pershing Square Funds have entered into a Rule 10b5-1 Purchase Plan to purchase additional shares of Common Stock to bring the Reporting Persons’ beneficial ownership to approximately 39% of the outstanding Common Stock of the Issuer which would be under the 40% threshold for which they have a waiver under Section 203 of the Delaware General Corporation Law from the Board of Directors of the Issuer. The maximum price to be paid for such shares of Common Stock is $75.00 plus commissions. The foregoing summary is qualified in its entirety by reference to the actual language in such contract, which is filed as Exhibit 99.12, and which is incorporated herein by reference.”
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: December 7, 2022
| 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 u nderwriting agreement for the public offering.* | |
| Exhibit 99.8 | Form of Confirmation for Put Options.* | |
| Exhibit 99.9 | Trading data.* | |
| Exhibit 99.10 | Trading data.* | |
| Exhibit 99.11 | Trading data. | |
| Exhibit 99.12 | 10b5-1 Purchase Plan. | |
| * | Previously Filed |