Howard Hughes Holdings to Acquire Vantage Group Holdings
Vantage Acquisition Anchors HHH’s Transformation into a Diversified Holding Company
Vantage’s Diversified Specialty Insurance Platform Delivers Lower Risk and Superior Return Potential
Pershing Square to Manage Vantage’s Investment Portfolio on a Fee-Free Basis
HHH to Host a Conference Call and Presentation on
“The acquisition of Vantage is a milestone event in the transformation of Howard Hughes into a diversified holding company,” said
Founded in 2020, Vantage has scaled into a next-generation leading specialty insurer and reinsurer, offering a diversified portfolio of global P&C products supported by modern infrastructure and advanced analytics.
“I’m excited about starting Vantage’s next chapter through this acquisition,” said
The
The PSH Preferred will economically mirror an interest in Vantage and will become convertible into the common stock of Vantage if not redeemed by the end of the seventh fiscal year post-transaction. The PSH Preferred will be pari passu with HHH common stock and will not have a liquidation preference. It will be subject to mandatory repurchase by HHH in the event of a change of control transaction.
“If we achieve our objectives in running a profitable insurance operation and managing Vantage’s assets to generate highly attractive long-term rates of return, we believe that Vantage will generate high returns on equity for decades to come,” said
Strategic Benefits of the Transaction:
- The addition of a higher-return, faster-growing insurance operation accelerates HHH’s overall growth profile and increases and diversifies HHH’s sources of long-term value.
- HHH’s holding-company ownership of Vantage provides long-term capital support which will materially strengthen Vantage’s credit profile and underwriting flexibility. An emphasis on underwriting profitability—driven by disciplined risk selection, pricing, and portfolio optimization rather than growth—will improve Vantage’s ability to effectively navigate the insurance cycle and optimize asset allocation over time.
- Pershing Square will manage Vantage’s assets on a fee-free basis, enhancing investment returns and furthering alignment with policyholders and shareholders. No additional investment management or advisory fees will be paid to Pershing Square in connection with its role as investment manager of Vantage’s assets. Over time, Vantage’s investment portfolio will be directly invested in cash, short-term Treasurys, and a portfolio of common stocks subject to rating agency and regulatory considerations.
Summary of Key Terms:
- Total cash consideration of approximately
$2.1 billion represents 1.5 times estimated year-end 2025 book value and an implied ~1.4 times price-to-book-value multiple at closing. HHH through its ownership of Vantage will retain any book value accretion at Vantage from signing until closing. - The transaction will be funded with approximately
$1.2 billion of cash on HHH’s balance sheet and up to$1.0 billion from PSH in the form of non-interest-bearing preferred stock issued by HHH convertible into the common equity of Vantage. HHH will receive a series of call options enabling it to redeem the PSH Preferred and acquire additional economic ownership of Vantage over the next, up to, seven years. It is expected that HHH will fully redeem the PSH Preferred and acquire a 100% economic interest in Vantage well within the initial seven-year term of the preferred. In the event that HHH does not fully redeem the PSH Preferred, PSH has the right to cause a public listing of Vantage. - The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions.
Conference Call and X Spaces Session Information
HHH Executive Chairman Bill Ackman, CIO Ryan Israel, and CEO David O’Reilly will discuss the Vantage acquisition on a conference call this morning,
To listen to the conference call and view the accompanying presentation via a live webcast, click here or visit the Events page on the Howard Hughes website. Listeners who wish to participate in the question-and-answer session may do so via telephone by pre-registering on HHH’s event registration webpage.
The X Spaces session will be available at https://x.com/BillAckman
Advisors
Jefferies LLC is acting as exclusive financial advisor to
About
About
Safe Harbor Statement
Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, estimates, assumptions, and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in Howard Hughes Holdings Inc.’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports.
Media Relations:
Howard Hughes
cristina.carlson@howardhughes.com
646-822-6910
Pershing Square
McGill@persq.com
212-909-2455
john.flannery@vantagerisk.com
203-918-7151
Investor Relations:
investorrelations@howardhughes.com
281-929-7700
Source: Howard Hughes Holdings Inc.