sv8
As filed with the Securities and Exchange Commission on January 27, 2011.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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36-4673192
(I.R.S. Employer Identification Number) |
One Galleria Tower
13355 Noel Road, Suite 950
Dallas, Texas 75240
(Address, including zip code,
of registrants principal executive offices)
THE HOWARD HUGHES CORPORATION
2010 EQUITY INCENTIVE PLAN
(Full title of the plan)
Grant Herlitz
President
The Howard Hughes Corporation
One Galleria Tower
13355 Noel Road, Suite 950
Dallas, Texas 75240
(214) 741-7744
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer þ
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Smaller Reporting Company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Amount to be |
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Offering Price |
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Aggregate Offering |
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Registration |
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Title of Securities to be Registered |
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Registered (1) |
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per Share (2) |
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Price (2) |
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Fee |
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Common Stock, par value $0.01 per share |
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2,522 shares |
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$52.10 |
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$131,396.20 |
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$16 |
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(1) |
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers
such additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of The Howard Hughes
Corporation 2010 Equity Incentive Plan. |
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(2) |
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to paragraphs (c) and (h) of Rule
457 of the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low sales
prices of the Common Stock, par value $0.01 per share of The Howard Hughes Corporation as reported on the New York Stock Exchange
on January 21, 2011. |
TABLE OF CONTENTS
EXPLANATORY NOTE
The Howard Hughes Corporation (the Company) is hereby registering 2,522 additional shares of its Common Stock, par
value $0.01 per share (Common Stock), available for issuance in connection with options to purchase Common Stock assumed by
the Company under its 2010 Equity Incentive Plan (the Plan) in connection with the Companys spin-off from General Growth Properties,
Inc. In accordance with the terms of the Plan, the assumption of these options will not reduce the maximum number of shares available for
issuance under the Plan. Registration Statement No. 333-170432 on Form S-8, filed with the Securities and Exchange Commission (the SEC) on
November 5, 2010, relating to the same class of securities, is currently effective. In accordance with General Instruction E to Form S-8, the
contents of such Registration Statement are incorporated herein by reference.
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Item 5. |
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Interests of Named Experts and Counsel. |
Not applicable.
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Exhibit No. |
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Description |
5.1
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Opinion of Jones Day |
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23.1
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Consent of Jones Day (included in Exhibit 5.1 to this Registration Statement) |
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23.2
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Consent of Deloitte & Touche LLP |
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23.3
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Consent of BKD, LLP |
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24.1
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Power of Attorney |
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99.1
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The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by
reference to Exhibit 10.13 to the Companys Current Report on Form 8-K,
filed with the SEC on November 12, 2010) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
this 27th day of January,
2011.
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THE HOWARD HUGHES CORPORATION
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By: |
/s/ Grant Herlitz
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Grant Herlitz |
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President |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
January 27, 2011.
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Signature |
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Title |
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*
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Chief Executive Officer and Director |
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(Principal
Executive Officer) |
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Interim Chief Financial Officer |
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(Principal
Financial and Accounting Officer) |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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Director |
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* |
By: |
/s/ Grant Herlitz
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Grant Herlitz, Attorney-in-fact |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
5.1
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Opinion of Jones Day |
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23.1
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Consent of Jones Day (included in Exhibit 5.1 to this Registration Statement) |
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23.2
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Consent of Deloitte & Touche LLP |
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23.3
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Consent of BKD, LLP |
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24.1
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Power of Attorney |
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99.1
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The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by
reference to Exhibit 10.13 to the Companys Current Report on Form 8-K,
filed with the SEC on November 12, 2010) |
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exv5w1
Exhibit 5.1
January 27, 2011
The Howard Hughes Corporation
13355 Noel Road, Suite 950
Dallas, Texas 75240
Re: Registration Statement on Form S-8 filed by The Howard Hughes Corporation
Ladies and Gentlemen:
We have acted as counsel for The Howard Hughes Corporation, a Delaware corporation (the Company),
in connection with the registration under the Securities Act of 1933, as amended (the Act), of
2,522 shares (the Shares) of common stock, par value $0.01 per share, of the Company that may be
issued or delivered and sold pursuant to options assumed under The Howard Hughes Corporation 2010
Equity Incentive Plan (the Plan). In connection with the opinion expressed herein, we have
examined such documents, records and matters of law as we have deemed relevant or necessary for
purposes of this opinion. Based on the foregoing, and subject to the further limitations,
qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be
issued or delivered and sold pursuant to the Plan have been authorized by all necessary corporate
action and will be, when issued or delivered and sold in accordance with such Plan and the
authorized forms of stock option agreements thereunder, validly issued, fully paid and
nonassessable, provided that the consideration for the Shares is at least equal to the stated par
value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware,
including the applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such law, as currently in effect, and we express no opinion with respect to
any other law of the State of Delaware or the laws of any other jurisdiction. In addition, we have
assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares
pursuant to the Plan and the authorized forms of stock option agreements thereunder will be in full
force and effect at all times at which such Shares are issued or delivered or sold by the Company,
and the Company will take no action inconsistent with such resolutions.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on
Form S-8 filed by the Company to effect registration of the Shares to be issued or delivered and
sold pursuant to the Plan under the Act. In giving such consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
exv23w2
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our
reports relating to the combined financial statements and combined financial statement schedule of
certain entities that were transferred from General Growth Properties, Inc. to The Howard Hughes
Corporation (the HHC Businesses) (for which the report expresses an unqualified opinion on those
combined financial statements and includes explanatory paragraphs regarding the HHC Businesses
inclusion of allocations of certain operating expenses from General Growth Properties, Inc., the
HHC Businesses bankruptcy proceedings, and the HHC Businesses ability to continue as a going
concern) dated August 24, 2010 (October 21, 2010 as to the effects of The Howard Hughes Corporation
name change as described in Note 1 to the combined financial statements), appearing in the
Registration Statement on Form 10 of The Howard Hughes Corporation for the year ended December 31,
2009.
/s/ Deloitte & Touche LLP
Chicago, Illinois
January 27, 2011
exv23w3
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this registration statement on Form S-8 of our
report dated April 26, 2010, on our audits of the financial statements of TWLDC Holdings, L.P. as
of December 31, 2009 and 2008, and for the years then ended, and of our report dated February 27,
2009, on our audit of the financial statements of TWLDC Holdings, L.P. as of December 31, 2007, and
for the year then ended, which reports are included therein.
/s/ BKD, LLP
Houston, Texas
January 27, 2011
exv24w1
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints David Weinreb, Grant Herlitz and
Reuben Davidsohn, and each of them, with full power to act and with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact with full power to execute in his name and on
his behalf in his capacity as a director or officer or both, as the case may be, of The Howard
Hughes Corporation (the Company) a registration statement on Form S-8 under the Securities Act of
1933, as amended (the Securities Act), for the purpose of registering shares of the Companys
common stock, par value $0.01 per share, available for issuance under the Companys 2010 Equity
Incentive Plan, and to sign any and all amendments to the Companys registration statement on Form
S-8, including post-effective amendments to such registration statement on Form S-8, and to sign
any and all additional registration statements relating to the same offering of securities as the
Companys registration statement on Form S-8 that are filed pursuant to the requirements of the
Securities Act, and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby ratifies and confirms that such
attorneys-in-fact, or their or his substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
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/s/ William Ackman |
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/s/ Allen Model |
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Allen
Model |
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/s/ David Arthur |
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/s/ R. Scot Sellers |
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R.
Scot Sellers |
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/s/ Adam Flatto |
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/s/ Steven Shepsman |
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Steven
Shepsman |
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/s/ Jeffrey Furber |
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/s/ David R. Weinreb |
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David
R. Weinreb |
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/s/ Gary Krow |
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/s/ Rael Diamond |
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Rael
Diamond |
Dated:
January 12, 2011