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|The Howard Hughes Corporation® Announces Tender Offer and Consent Solicitation|
The Tender Offer and Consent Solicitation will expire at 11:59 p.m.,
Holders of the Notes who validly tender their Notes after the Consent
Payment Deadline, but at or prior to the Expiration Date, and whose
Notes are accepted for purchase, will receive
If the Company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) and the Company accepts such Notes for purchase, the Company will execute the Supplemental Indenture effecting the Proposed Amendments. Notes tendered and consents delivered prior to the Consent Payment Deadline may be withdrawn at any time before the Withdrawal Deadline. Consents delivered after the Consent Payment Deadline will constitute a waiver of a holder’s right to withdraw its consent from and after the Consent Payment Deadline.
The Company reserves the right, but is under no obligation, on any day following the Consent Payment Deadline and prior to the Expiration Date (the “Early Settlement Date”), to accept for purchase any notes validly tendered prior to the Early Settlement Date (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or waiver of the conditions to the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation is subject to a number of conditions that are set forth in the Offer Documents, including, without limitation, (i) the condition (the “Financing Condition”) that the Company has completed one or more financing transactions resulting in net proceeds to the Company that are sufficient to pay (a) the Total Consideration, plus any accrued and unpaid interest of the Notes from and including the most recent interest payment date and up to, but not including, the applicable settlement date, in respect of all of the Notes and (b) the related fees and expenses of the Tender Offer and Consent Solicitation and (ii) the execution by the Company and the other parties thereto of the Supplemental Indenture following receipt of the Requisite Consents (the “Documentation Condition”). There can be no assurance that the Company will satisfy the Financing Condition, or any other condition to the Tender Offer and Consent Solicitation, including the Documentation Condition. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes or delivered consents and may terminate the Tender Offer and Consent Solicitation.
The Company intends to call for redemption any and all Notes not tendered in the Tender Offer and Consent Solicitation, and, at the time the Company calls such Notes for redemption, if the Documentation Condition has not been satisfied, the Company intends to effect the satisfaction and discharge of the Indenture. The Company may call the Notes for redemption, and effect the satisfaction and discharge of the Indenture, as early as the Early Settlement Date.
The Company expressly reserves the right, subject to applicable law, to terminate the Tender Offer and Consent Solicitation.
The Company has engaged
This press release does not constitute a notice of redemption under the optional redemption provisions of the Indenture or an obligation to issue a notice of redemption in respect of the Notes. Any redemption would be made solely pursuant to the notice of redemption, including subject to the conditions set forth therein, delivered pursuant to the Indenture and the information in this press release is qualified in its entirety by such notice. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor does it constitute a solicitation of consents to amend the related Indenture. The Tender Offer and Consent Solicitation is made solely pursuant to the Offer Documents. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Holders are urged to read the Offer Documents and related documents carefully before making any decision with respect to the Tender Offer and Consent Solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of the Company, the Dealer Managers and Solicitation Agents, the Tender Agent or the Information Agent makes any recommendations as to whether holders should tender their Notes or provide the related consents pursuant to the Tender Offer and Consent Solicitation, and no one has been authorized to make such a recommendation.
About The Howard Hughes Corporation®
Certain statements contained herein are “forward-looking statements”
within the meaning of the federal securities laws, including statements
about the satisfaction or waiver of the Documentation Condition, the
Financing Condition and the other conditions of the Tender Offer and
Consent Solicitation; our intended redemption of the untendered Notes;
and any satisfaction and discharge of the Indenture. Statements that are
not historical facts, including statements about our beliefs and
expectations are forward-looking statements. Statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,”
“transform,” “would,” and other statements of similar expression
constitute forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance and achievements to materially
differ from any future results, performance and achievements expressed
or implied by such forward-looking statements. Such factors include, but
are not limited to, the Company’s ability to satisfy the conditions to
the Tender Offer and Consent Solicitation and other factors discussed in
our public filings, including the risk factors included in the Company’s
most recent Annual Report on Form 10-K. Readers are urged to consider
these factors carefully in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. Except as required by applicable law, including the
securities laws of
The Howard Hughes Corporation