Pershing Square Amends Howard Hughes Holdings Filing

TL;DR

Ackman's Pershing Square updated their 13D on Howard Hughes Holdings. Still watching.

AI Summary

Pershing Square Capital Management, L.P., led by William A. Ackman, has filed an amendment (Amendment No. 19) to its Schedule 13D for Howard Hughes Holdings Inc. on July 18, 2024. This filing indicates a change in their beneficial ownership of the company's common stock. The filing does not disclose specific new shareholdings or dollar amounts but signifies an ongoing relationship and potential strategic interest from Pershing Square.

Why It Matters

This amendment signals continued activity or a change in strategy by a significant activist investor, potentially impacting Howard Hughes Holdings' stock price and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by activist investors like Pershing Square can precede significant corporate actions or shifts in strategy, introducing uncertainty.

Key Players & Entities

• Pershing Square Capital Management, L.P. (company) — Filing entity
• Howard Hughes Holdings Inc. (company) — Subject company
• William A. Ackman (person) — Key individual associated with filing entity

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $175 million — rights offering intended to raise up to $175 million in proceeds before expenses (the Rights
• $25 million — aggregate fair market value of at least $25 million. The Pershing Square Affiliated Funds w

Filing Documents

• d840581dsc13da.htm (SC 13D/A) — 114KB
• d840581dex991.htm (EX-99.1) — 10KB
• d840581dex9919.htm (EX-99.19) — 152KB
• d840581dex9920.htm (EX-99.20) — 118KB
• 0001193125-24-181173.txt ( ) — 395KB

of the Schedule 13D is hereby replaced with the following information

Item 1 of the Schedule 13D is hereby replaced with the following information: This statement on Schedule 13D relates to the Common Stock of Howard Hughes Holdings Inc., a Delaware corporation (the Issuer ). The principal executive offices of the Issuer are located at 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX, 77380. The Reporting Persons (as defined below) beneficially own 18,852,064 shares of Common Stock (the Subject Shares ). The Subject Shares represent approximately 37.5% of the outstanding shares of Common Stock, based on 50,259,345 shares of Common Stock outstanding as of May 1, 2024, as reported in the Issuers Form 10-Q filed on May 8, 2024 for the quarter ended March 31, 2024 (the Form 10-Q ). Item2. Identity and Background

of the Schedule 13D is hereby replaced with the following information

Item 2 of the Schedule 13D is hereby replaced with the following information: (a), (f) This statement is being filed by: (i) PSCM; (ii) PS Holdco; (iii) PS Holdco GP; (iv) ManagementCo; and (v) William A. Ackman, a citizen of the United States of America (together with PSCM, PS Holdco, PS Holdco GP and ManagementCo, the Reporting Persons ). The Reporting Persons entered into a joint filing agreement, dated as of July 18, 2024, a copy of which is filed herewith as Exhibit 99.1. (b) The address of the principal business and principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019. (c) PSCMs principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership ( PSLP ), Pershing Square International, Ltd., a Cayman Islands exempted company ( PSI ), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ( PSH and together with PSLP and PSI, the Pershing Square Affiliated Funds ). PS Holdcos principal business is primarily to serve as a holding company for the business of PSCM. PS Holdco GPs principal business is to serve as the sole general partner of PS Holdco. ManagementCos principal business is to serve as the sole member of PS Holdco GP and other Pershing Square entities. The principal occupation of William A. Ackman is to serve as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo. The name, business address, present principal occupation and citizenship of each member of ManagementCo are set forth in Schedule I hereto and are incorporated herein by reference. (d), (e) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii

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

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: Mr. Ackman elected not to stand for reelection at the Issuers 2024 Annual Meeting of Stockholders. Mr. Ben Hakim, who is the President of PSCM and a member of ManagementCo, was elected to fill the vacancy left by Mr. Ackman on the Issuers board of directors. The Issuer has announced its intention to separate into two independent publicly-traded companies (the Separation ), by distributing pro rata to its stockholders shares in Seaport Entertainment Group Inc. ( Seaport Entertainment ). Seaport Entertainment will, following the Separation, own and operate the Issuers entertainment-related assets in New York City and Las Vegas and certain other assets and liabilities. The Issuer and Seaport Entertainment have also announced that Seaport Entertainment intends subsequent to its distribution from the Issuer to conduct a rights offering intended to raise up to $175 million in proceeds before expenses (the Rights Offering ). In connection with the Rights Offering, the Pershing Square Affiliated Funds entered into a standby purchase agreement (the Standby Purchase Agreement ) with Seaport Entertainment on July 18, 2024, pursuant to which the Pershing Square Affiliated Funds have agreed, severally and not jointly, to (i) exercise their pro rata subscription rights with respect to the Rights Offering and (ii) purchase on a pro rata basis any shares that are not purchased in the Rights Offering upon the expiration thereof at the Rights Offering price up to $175 million in the aggregate. To the extent that Seaport Entertainment stockholders do not participate in the Rights Offering, the Standby Purchase Agreement could result in the Pershing Square Affiliated Funds owning a significantly higher percentage of Seaport Entertainments common stock than they will hold immediately following the distribution. The Standby Purchase Agreement includes customary closing conditions, i

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

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 4 of Amendment No. 19 is incorporated by reference into this Item 6 as if restated in full. SIGNATURE After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 18, 2024 PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By: PS Management GP, LLC, its General Partner By /s/ William A. Ackman William A. Ackman Authorized Signatory PERSHING SQUARE HOLDCO, L.P. By: Pershing Square Holdco GP, LLC, its General Partner By /s/ William A. Ackman William A. Ackman Authorized Signatory PERSHING SQUARE HOLDCO GP, LLC By /s/ William A. Ackman William A. Ackman Authorized Signatory PS HOLDCO GP MANAGING MEMBER, LLC By /s/ William A. Ackman William A. Ackman Authorized Signatory WILLIAM A. ACKMAN By /s/ William A. Ackman INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated as of July 18, 2024, among PSCM, PS Holdco, PS Holdco GP, ManagementCo and William A. Ackman. Exhibit 99.2 Trading data.* Exhibit 99.3 Form of Confirmation for Forward Purchase Contracts.* Exhibit 99.4 Registration Rights Agreement.* Exhibit 99.5 Trading data.* Exhibit 99.6 Share Purchase Agreement (incorporated by reference and attached as Exhibit 1.2 of the Issuers Form 8-K filed March 31, 2020).* Exhibit 99.7 Lock-up Letter Agreement, dated March 27, 2020, from PSCM, on behalf of the Pershing Square Affiliated Funds, to BofA Securities, Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in the underwriting agreement for the public offering.* Exhibit 99.8 Form of Confirmation for Put Options.* Exhibit 99.9 Trading data.* Exhibit 99.10

View Full Filing

View this SC 13D/A filing on SEC EDGAR