Introduction
This Amendment No. 1 (this “Amendment”) amends and supplements Items 2, 4, 8 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by The Howard Hughes Corporation, a Delaware Corporation (“HHC” or the “Company”) with the Securities and Exchange Commission (“SEC”) on October 26, 2022 (together with any amendments and supplements thereto, including this Amendment, the “Schedule 14D-9”). The Schedule 14D-9 relates to a tender offer (the “Offer”) by Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, each a “Purchaser” or the “Purchasers”) to purchase up to 6,340,000 shares of the issued and outstanding common stock, par value $0.01 per share, of the Company at an offer price of $61.00 — $70.00 per share in a modified Dutch tender offer (such range, as amended from time to time by the Purchaser in the Offer, being the “Offer Price Range”) upon the terms and conditions set forth in the Offer to Purchase, as originally filed under cover of Schedule TO by the Purchasers with the SEC on October 14, 2022 and as amended on November 14, 2022. Pursuant to the Schedule TO amendment, the Purchasers (i) increased the Offer Price Range from $52.25 – $60.00 to $61.00 – $70.00, and (ii) extended the expiration date of the Offer from November 10, 2022 to November 28, 2022.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as indicated below.
Item 2.
Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and the first two paragraphs under the heading “Tender Offer” are restated as follows:
This Schedule 14D-9 relates to the tender offer (the “Offer”) by Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, each a “Purchaser” or the “Purchasers”), to purchase up to 6,340,000 Shares of the issued and outstanding Shares owned by stockholders of the Company (each a “Stockholder” and, collectively, the “Stockholders”) at an offer price of $61.00 — $70.00 per Share in a modified Dutch tender offer (such range, as amended from time to time by the Purchaser in the Offer, being the “Offer Price Range”), in cash, minus any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 14, 2022 and amended on November 14, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). The Offer is more fully described in a Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the “Schedule TO”), which was filed by Purchasers with the Securities and Exchange Commission (the “SEC”) on October 14, 2022 and amended on November 14, 2022.
Purchasers commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer on October 14, 2022. Subject to the terms and conditions of the Offer to Purchase and Letter of Transmittal, the Offer is scheduled to expire at 12:00 midnight, New York City Time, on November 28, 2022 (one minute following 11:59 p.m., New York City Time, on November 28, 2022) (the date and time at which the Offer expires by its terms, as it may be extended in accordance with the Offer to Purchase, the “Offer Expiration Time”). Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) (as more fully described in Section 6 — “Conditions of the Offer” in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule 14D-9) and provided that the Offer has not been terminated, Purchasers will accept for payment and promptly pay for all Shares validly tendered prior to the Offer Expiration Time and not properly withdrawn.