| |
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
|
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| |
4
|
| | |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
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| |
5
|
| | |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
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| |
6
|
| | |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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| |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| | |
7
|
| | |
SOLE VOTING POWER
NONE
|
| | ||||
|
8
|
| | |
SHARED VOTING POWER
15,180,369
|
| | |||||||||
|
9
|
| | |
SOLE DISPOSITIVE POWER
NONE
|
| | |||||||||
|
10
|
| | |
SHARED DISPOSITIVE POWER
15,180,369
|
| | |||||||||
| |
11
|
| | |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,180,369
|
| | ||||||||
| |
12
|
| | |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| | ||||||||
| |
13
|
| | |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%*
|
| | ||||||||
| |
14
|
| | |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
| |
| |
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
15,180,369
|
| | |||||||||
|
9
|
| | |
SOLE DISPOSITIVE POWER
NONE
|
| | |||||||||
|
10
|
| | |
SHARED DISPOSITIVE POWER
15,180,369
|
| | |||||||||
| |
11
|
| | |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,180,369
|
| | ||||||||
| |
12
|
| | |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| | ||||||||
| |
13
|
| | |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%*
|
| | ||||||||
| |
14
|
| | |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
| |
| |
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
15,180,369
|
| | |||||||||
|
9
|
| | |
SOLE DISPOSITIVE POWER
NONE
|
| | |||||||||
|
10
|
| | |
SHARED DISPOSITIVE POWER
15,180,369
|
| | |||||||||
| |
11
|
| | |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,180,369
|
| | ||||||||
| |
12
|
| | |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| | ||||||||
| |
13
|
| | |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%*
|
| | ||||||||
| |
14
|
| | |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| |
| (a)(1)(i) | | | | |
| (a)(1)(ii) | | | | |
| (a)(1)(iii) | | | | |
| (a)(1)(iv) | | | |
| (a)(1)(v) | | | | |
| (a)(1)(vi) | | | | |
| (a)(1)(vii) | | | | |
|
(a)(1)(viii)
|
| | | |
| (a)(1)(ix) | | | | |
| (a)(5)(i) | | | | |
| (a)(5)(ii) | | | | |
| (a)(5)(iii) | | | | |
| (a)(5)(iv) | | | | |
| (b) | | | None. | |
| (d)(1) | | | Registration Rights Agreement, dated November 9, 2010 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed with the SEC on November 19, 2010 by PSCM, PS Management GP, LLC, Pershing Square GP, LLC and William A. Ackman).* | |
| (g) | | | None. | |
| (h) | | | None. | |
| 107 | | | |
Exhibit (a)(5)(iv)
The Pershing Square Funds Announce the Final Results of Their Tender Offer for Common Shares of The Howard Hughes Corporation
NEW YORK, November 30, 2022 — Pershing Square Capital Management, L.P. (“PSCM”) today announced the final results of the cash tender offer (the “Offer”) by Pershing Square, L.P. (“PS”), Pershing Square International, Ltd. (“PS International”) and Pershing Square Holdings, Ltd. (“PSH” and together with PS and PS International, the “Purchasers”) to purchase up to an aggregate of 6,340,000 shares of common stock (each, a “Common Share”) of The Howard Hughes Corporation (NYSE: HHC), which expired at 12:00 Midnight, New York City time, at the end of November 28, 2022.
The Purchasers have accepted for payment, at a purchase price of $70.00 per Common Share, and will promptly pay for, all 1,559,205 Common Shares that were validly tendered and not validly withdrawn pursuant to the Offer. After giving effect to this transaction, PSCM and its affiliates beneficially own approximately 30.4% of the Common Shares outstanding as of October 26, 2022.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is a SEC-registered investment advisor to investment funds.
Contacts
Pershing Square Capital Management, L.P.
Francis McGill
McGill@persq.com
(212) 909-2455