SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Purchasers”), to purchase up to an aggregate of 6,340,000 shares of common stock, $0.01 par value per share (each, a “Common Share”), of The Howard Hughes Corporation, a Delaware corporation (the “Company”), at a price not greater than $60.00 nor less than $52.25 per Common Share (the “Purchase Price”), net to the seller in cash, less any applicable withholding taxes and without interest. If the Purchasers accept any Common Shares for purchase pursuant to the Offer, PS, PS International and PSH will purchase approximately 7.47%, 2.27% and 90.26%, respectively, of those Common Shares and their purchase obligation will be several in accordance with those percentages and not joint.
The Purchasers’ offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 14, 2022 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). The following persons may, under the applicable rules as construed by the Securities and Exchange Commission (the “SEC”) and case law, be considered to be co-bidders with the Purchasers (although they have no purchase obligations under the Offer): Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”); PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and William A. Ackman, a citizen of the United States (together with the Purchasers, PSCM and PS Management, the “Pershing Square Persons”).
This Schedule TO is intended to satisfy the requirements of a Tender Offer Statement on Schedule TO of the Pershing Square Persons. All information in the Offer to Purchase and the Letter of Transmittal, including all schedules and annexes thereto, is hereby incorporated by reference in answer to all items in this Schedule TO, and is supplemented by the information specifically provided herein.
ITEM 1. SUMMARY TERM SHEET
Item 1001 of Regulation M-A:
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 1002(a)-(c) of Regulation M-A:
(a) The information set forth in Section 9 (“Certain Information Concerning the Company”) of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase captioned “Introduction” is incorporated herein by reference.
(c) The information set forth in Section 7 (“Price Range of Common Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Item 1003(a)-(c) of Regulation M-A:
The information set forth in the section captioned “Introduction,” Section 10 (“Certain Information Concerning Us”) and Annex A (“Certain Information Regarding the General Partners, Controlling Persons, Directors and Executive Officers of the Pershing Square Persons”) of the Offer to Purchase is incorporated herein by reference.
