Howard Hughes Holdings’ largest shareholder is considering taking private the company that has become a giant among master-planned community owners and developers.
Bill Ackman, the billionaire who was instrumental in creating Houston-based Howard Hughes Corp., said in a regulatory filing this week that he is considering acquiring all of HHH’s shares, alone or with co-investors.
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Ackman owns more than 37% of HHH’s stock through Pershing Square Capital Management, the investment manager for Ackman’s hedge fund Pershing Square Holdings. Ackman stepped down as HHH's chairman in April.
Ackman is considering “various potential alternatives” with respect to his investment in Howard Hughes, including the possibility of taking it private, according to the Securities and Exchange Commission filing. Ackman hired financial advisory firm Jefferies on Tuesday to help evaluate his options, the filing states.
In response, Howard Hughes’ board of directors formed a special committee of independent directors to review any proposal, the company said.
The possible proposal comes a week after Ackman pulled his initial public offering for Pershing Square USA, apparently due to diminished investor demand. Ackman was originally seeking to raise $25B for the fund, and that was reduced to $2B the day before the withdrawal, CNBC reported.
Howard Hughes Corp. went public in 2010 as a spin-off of shopping mall REIT General Growth Properties. Two years earlier, in 2008, Ackman became the largest shareholder in General Growth in a bid to lead the company out of distress.
General Growth's association with the Hughes name dates to 2004 when it acquired Rouse Properties, a legacy company of American business tycoon Howard Hughes. Hughes had a wide breadth of career ventures, including aerospace engineering, producing films and piloting planes, but he took interest in land as a principal asset for his empire, Noah Dietrich said in his 1972 book, Howard, The Amazing Mr. Hughes.
HHH owns, manages and develops commercial, residential and mixed-use real estate throughout the United States. Its notable master-planned communities include The Woodlands in Texas, where the company is headquartered, Summerlin in Las Vegas and the Seaport in New York City.
HHH became the parent company of Howard Hughes Corp. in August 2023, when the company began trading under the HHH ticker symbol.
Howard Hughes last month spun off Seaport Entertainment into a separate public company. The subsidiary holds the firm’s New York and Las Vegas assets, including its South Street Seaport real estate in Lower Manhattan, the Las Vegas Aviators Triple-A baseball team and its 80% stake in the air rights above the Fashion Show Mall on the Las Vegas Strip, which it plans to develop into a casino resort.
When HHH receives a proposal from Ackman, it will evaluate it in light of other strategic alternatives, including continuing to operate a publicly traded company, HHH said in its news release.
“There can be no assurance that the foregoing will result in any particular outcome, and HHH does not intend to comment further on these matters until HHH determines that additional disclosure is appropriate or required by law,” the company said.
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