AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) by Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Purchasers”), Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), PS Management GP, LLC, a Delaware limited liability company, and William A. Ackman, a citizen of the United States, on October 14, 2022, relating to the offer by 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”).
On November 11, 2022, PSCM issued a press release announcing that the Purchasers have increased the price range of their Offer, to not greater than $70.00 nor less than $61.00 per Common Share, net to the seller in cash, less any applicable withholding taxes and without interest. In addition, PSCM announced that the Purchasers have extended the expiration date of the Offer to 12:00 Midnight, New York City time, at the end of November 28, 2022. A copy of such press release is attached as Exhibit (a)(5)(ii) to this Amendment No. 1 and is incorporated herein by reference.
Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, dated October 14, 2022 (as amended and supplemented by the Amendment and Supplement to the Offer to Purchase, dated November 11, 2022, attached as Exhibit (a)(1)(vii) to this Amendment No. 1), and the Amended Letter of Transmittal (attached as Exhibit (a)(1)(viii) to this Amendment No. 1), each as they may be further amended and supplemented from time to time.
In case for any reason the number of Common Shares outstanding when the Offer expires has declined by an amount sufficient so that PSCM and its affiliates would (after purchasing Common Shares in the Offer) be over the 40% threshold for which PSCM and its affiliates has a waiver under Section 203 of the Delaware General Corporation Law, PSCM is requesting that the Board of Directors of the Company grant PSCM and its affiliates a waiver that covers any Common Shares purchased pursuant to the Offer.
Amendments to the Exhibits to the Schedule TO
As a result of the foregoing changes in the price range and expiration date for the Offer:
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All references to the price range for the Offer or the range of prices at which the Purchasers are offering to purchase Common Shares in the Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iv)) and Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(v)) are hereby amended to refer to a price of not greater than $70.00 and not less than $61.00 per Common Share.
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All references to the expiration date for the Offer in the Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iv)), and Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(v)) are hereby amended to refer to 12:00 Midnight, New York City time, at the end of November 28, 2022.
ITEMS 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference information contained in the Offer to Purchase and the Letter of Transmittal, are hereby amended and supplemented as set forth in the Amendment and Supplement to the Offer to Purchase and Amended Letter of Transmittal filed herewith.
