Sec Form 13D Filing - Pershing Square Capital Management L.P. filing for Howard Hughes Corp (HHC) - 2020-03-31

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

THE HOWARD HUGHES CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44267D107

(CUSIP Number)

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

787 Eleventh Avenue, 9th Floor

New York, New York 10019

(212) 813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This amendment No. 2 (the “Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on December 4, 2019 (the “Original Schedule 13D”, as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”) by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”) and (iii) William A. Ackman, a citizen of the United States (together with Pershing Square and PS Management, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Howard Hughes Corporation, a Delaware corporation (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.

Item 1 of the Original Schedule 13D is hereby amended and supplemented by replacing the second and third paragraphs therein with the following information:

“The Reporting Persons beneficially own 16,386,835 shares of Common Stock (the “Subject Shares”), which number includes: 12,197,389 shares of Common Stock and 4,189,446 shares underlying forward purchase contracts.

The Subject Shares represent approximately 29.8% of the outstanding shares of Common Stock based on 55,063,251 shares of Common Stock outstanding as of March 31, 2020 as reported in the Issuer’s Form 8-K filed on March 31, 2020.”

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the Pershing Square Funds. The Pershing Square Funds purchased 10,000,000 shares of Common Stock for aggregate consideration of $500,000,000 in a private placement with the Issuer.”

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“On March 27, 2020, the Issuer entered into a share purchase agreement (the “Share Purchase Agreement”) with Pershing Square on behalf of Pershing Square Funds (the “Purchasers”), to issue and sell 10,000,000 shares of Common Stock in a private placement (the “Private Placement”) to the Purchasers. The Common Stock will be issued to the Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Share Purchase Agreement includes customary representations, warranties and covenants by the Issuer and customary closing conditions. The description of the Share Purchase Agreement contained herein is qualified in its entirety by reference to the Share Purchase Agreement, a copy which is attached as Exhibit 1.2 of the Issuer’s Form 8-K (filed March 31, 2020) and incorporated herein by reference.

On March 27, 2020, the Board of Directors of the Issuer granted the Reporting Persons a waiver under Section 203 of the Delaware Corporation Law to acquire up to 40% of the Issuer’s outstanding Common Stock.”

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“(c) Exhibit 99.5, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.5 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.”

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“On March 27, 2020, the Issuer entered into a Share Purchase Agreement with Pershing Square on behalf of Pershing Square Funds to issue and sell 10,000,000 shares of Common Stock in a private placement.

The Share Purchase Agreement is attached as Exhibit 1.2 of the Issuer’s Form 8-K (filed March 31, 2020) and incorporated herein by reference.

Pershing Square, on behalf of the Pershing Square Funds, entered into a lock-up agreement in connection with the related public offering by the Issuer of shares of Common Stock. The lock-up agreement is filed as Exhibit 99.7 hereto and incorporated herein by reference.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.”

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibits:

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2020

INDEX TO EXHIBITS