COMBINED AMENDMENT TO SCHEDULE 13D/A AND SCHEDULE TO-T/A
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on 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 (“PS Management”), and William A. Ackman, a citizen of the United States, on October 14, 2022, as previously amended and supplemented (as so amended and supplemented, the “Schedule TO”), 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, at a price 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.
As permitted by General Instruction G to Schedule TO, this Amendment No. 3 also amends and supplements the statement on Schedule 13D originally filed on December 4, 2019 by PSCM, PS Management and William A. Ackman, as previously amended and supplemented (as so amended and supplemented, the “Schedule 13D”).
Only those items amended or supplemented are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO and Schedule 13D remains unchanged and this Amendment No. 3 does not modify any of the information previously reported.
ITEMS 1 through 11 of the Schedule TO and Items 3 and 5 of the Schedule 13D.
Items 1 through 11 of the Schedule TO and Items 3 and 5 of the Schedule 13D are hereby amended and supplemented by adding the following text:
At 12:00 Midnight, New York City time, at the end of November 28, 2022, the Offer expired. The Purchasers have accepted for payment, at a purchase price of $70.00 per Common Share, and will promptly pay for, all 1,559,205 Common Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
A copy of the press release announcing the final results of the Offer is filed as Exhibit (a)(5)(iv) to this Amendment No. 3 and is incorporated herein by reference.
On November 29, 2022, PSH purchased 1,000 Common Shares in an open market transaction at a purchase price of $69.8926 per Common Share.
The Purchasers used cash derived from their capital to fund the purchases described above.
After giving effect to the foregoing transactions, PSCM, PS Management and William A. Ackman beneficially own 15,180,369 Common Shares, or approximately 30.4% of the 49,900,872 Common Shares outstanding as of October 26, 2022 as reported in the Form 10-Q of The Howard Hughes Corporation filed on November 2, 2022.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated in its entirety as set forth below:
“EXHIBIT INDEX
| | (a)(1)(i) | | | | |
| | (a)(1)(ii) | | | | |
| | (a)(1)(iii) | | | | |
| | (a)(1)(iv) | | | | |
