Page 5 of 6 – SEC Filing
Item 1. Security and Issuer
This amendment No. 6 to Schedule 13D relates to the Schedule 13D filed on November 19, 2010, as amended prior to the date of this
amendment (as so amended, the Original 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 of America (together with Pershing Square and PS Management, the Reporting Persons), relating to the shares of
common stock, par value $0.01 per share (the Common Shares), of The Howard Hughes Corporation, a Delaware corporation (the Issuer). Capitalized terms used but not defined in this amendment shall have the
meanings set forth in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Original Schedule 13D are hereby amended and supplemented by adding the following information:
(a), (b) As of January 2, 2018 after giving effect to the sale pursuant to the Underwriting Agreement referred to in Item 6, the Reporting
Persons beneficially own 2,204,534 Common Shares (the Subject Shares), representing approximately 5.1% of the outstanding Common Shares. As of that same date, the Pershing Square Funds have economic exposure to approximately
5,399,839 notional Common Shares under their Swaps, bringing their total aggregate economic exposure to 7,604,373 Common Shares (approximately 17.7% of the outstanding Common Shares). The percentage calculations in this paragraph are based on
42,917,354 Common Shares outstanding as of January 2, 2018, as reported in the Preliminary Prospectus Supplement.
Item 5(c) of the
Original Schedule 13D is hereby amended and supplemented by adding the following information:
(c) Exhibit 99.13, which is incorporated by
reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares and Swaps that were effected during the past sixty days by the Reporting Persons for the benefit of the Pershing Square Funds.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
On December 29, 2017, the Reporting Persons, on behalf of the Pershing Square Funds, engaged in ordinary course rebalancing transactions
and amended the swaps by extending all maturities to December 2, 2019, except that a portion of one Swap covering a number of notional shares equal to the maximum number that may be sold under Rule 144 volume restrictions as of a specified date (as
determined by the calculation agent for the Swap) matures on July 5, 2018. There were no changes in the aggregate notional economic exposure the Pershing Square Funds have to Common Shares under Swaps as a result of such transactions. The Swaps do
not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly,
the Reporting Persons disclaim any beneficial ownership of any Common Shares that may be referenced in the swap contracts or Common Shares or other securities or financial instruments that may be held from time to time by any counterparty to the
contracts.
On January 2, 2018, Pershing Square Holdings, Ltd. and Pershing Square, L.P. entered into an underwriting agreement (the
Underwriting Agreement) with the Issuer and the underwriters named therein, under which they agreed to sell to the underwriters an aggregate of 2,500,000 Common Shares at a price of $127.86 per share. The sale is expected to close
on January 5, 2018. The Common Shares being purchased by the underwriters are being offered and sold pursuant to a registration statement maintained by the Issuer. The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the Underwriting Agreement that the Issuer will be filing an exhibit to its Report on Form 8-K being filed in connection with such offering and sale, and which is incorporated by reference
into this Item 6 as if restated in full.
