Filing Details
- Accession Number:
- 0001140361-25-006650
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-02 19:00:00
- Filed By:
- Pershing Square
- Company:
- Howard Hughes Holdings Inc.
- Filing Date:
- 2025-03-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Pershing Square Capital Management, L.P. | 0 | 18,852,064 | 0 | 18,852,064 | 18,852,064 | 37.4% |
| Pershing Square Holdco, L.P. | 0 | 18,852,064 | 0 | 18,852,064 | 18,852,064 | 37.4% |
| Pershing Square Holdco GP, LLC | 0 | 18,852,064 | 0 | 18,852,064 | 18,852,064 | 37.4% |
| PS Holdco GP Managing Member, LLC | 0 | 18,852,064 | 0 | 18,852,064 | 18,852,064 | 37.4% |
| William A. Ackman | 0 | 18,852,064 | 0 | 18,852,064 | 18,852,064 | 37.4% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)
|
Howard Hughes Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
44267T102 (CUSIP Number) |
Halit Coussin Pershing Square Capital Management, L.P., 787 Eleventh Avenue, 9th Floor New York, NY, 10019 (212) 813-3700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/02/2025 (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 that 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.
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).
SCHEDULE 13D
|
| CUSIP No. | 44267T102 |
| 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 | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,852,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 44267T102 |
| 1 |
Name of reporting person
Pershing Square Holdco, L.P. | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,852,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 44267T102 |
| 1 |
Name of reporting person
Pershing Square Holdco 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,852,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 44267T102 |
| 1 |
Name of reporting person
PS Holdco GP Managing Member, 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,852,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 44267T102 |
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,852,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Howard Hughes Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9950 WOODLOCH FOREST DRIVE, 11TH FLOOR, THE WOODLANDS,
TEXAS
, 77380. | |
Item 1 Comment:
This amendment No. 24 ("Amendment No. 24") to Schedule 13D is being filed on behalf of the Reporting Persons relating to the common stock, par value $0.01 per share, of Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer"). This Amendment No. 24 modifies the original Schedule 13D filed on December 4, 2019 (as amended and supplemented prior to the filing of this Amendment No. 24, the "Schedule 13D") by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership, (ii) PS Management GP, LLC, a Delaware limited liability company, and (iii) William A. Ackman, a citizen of the United States.
Capitalized terms used but not defined in this Amendment No. 24 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 24, the Schedule 13D is unchanged.
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 37.4% of the outstanding shares of Common Stock, based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Issuer's Form 10-K filed on February 26, 2025 for the fiscal year ended December 31, 2024 (the "Form 10-K"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
"The information set forth in Item 4 of Amendment No. 24 is incorporated by reference into this Item 3 as if restated in full." | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
"Reference is made to the New Proposal as described in Item 4 of amendment No. 23 to Schedule 13D filed on February 18, 2025 on behalf of the Reporting Persons relating to the Common Stock of the Issuer.
On March 2, 2025, in furtherance of continuing discussions regarding the New Proposal, PSCM and the Issuer entered into a Standstill Agreement (the "Standstill Agreement") whereby, among other things, (1) the Issuer agreed not to undertake certain actions having the effect or intent of disenfranchising in any manner, or otherwise conditioning, limiting or restricting the rights of, its stockholders or make any public proposal or statement regarding the foregoing and (2) PSCM agreed not to acquire additional beneficial ownership of the Issuer, undertake certain extraordinary transactions involving the Issuer, solicit certain proxies from stockholders of the Issuer, seek to call a special meeting or present proposals for consideration by stockholders, propose a nominee for election to the Board of Directors or seek the removal of any member of the Board of Directors, or form, join or participate in a "group" with respect to the Issuer except as provided in Schedule 13D. The Standstill Agreement expires at 5:00 p.m. (Eastern Time) on March 13, 2025 unless extended by the parties thereto. Attached as Exhibit 99.25 to the Schedule 13D is a copy of the Standstill Agreement, which is incorporated herein by reference. The foregoing description of the Standstill Agreement is not necessarily complete and is qualified in its entirety by reference to Exhibit 99.25.
No assurances can be given regarding the terms and details of any potential transaction, that the New Proposal or any other proposal made by the Reporting Persons regarding any potential transaction will be accepted by the Issuer or its Special Committee, that definitive documents relating to any such potential transaction will be executed, or that a potential transaction will be consummated in accordance with such documents, if at all.
Neither the Schedule 13D nor the New Proposal is an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the U.S. Securities and Exchange Commission.
Holders of Common Stock of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Holders of Common Stock of the Issuer will be able to obtain such documents (when and if available) free of charge at the Commission's web site, www.sec.gov.
The Reporting Persons reserve the right to modify or withdraw the New Proposal at any time. While the New Proposal remains under consideration by the Issuer, the Reporting Persons expect to respond to inquiries from, and negotiate the terms of the New Proposal with, the Special Committee of the Issuer's Board of Directors formed to evaluate the New Proposal and such Special Committee's representatives. The Reporting Persons may elect not to update or provide additional disclosures regarding the New Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable securities laws." | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. 24 is incorporated by reference into this Item 6 as if restated in full." | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
Exhibit 99.25 Standstill Agreement, dated as of March 2, 2025, by and between PSCM and the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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