0001193125-16-420052.txt : 20160104 0001193125-16-420052.hdr.sgml : 20160104 20160104170129 ACCESSION NUMBER: 0001193125-16-420052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160104 DATE AS OF CHANGE: 20160104 GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85761 FILM NUMBER: 161318892 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d106433dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

THE HOWARD HUGHES CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44267D107

(CUSIP Number)

Steve Fraidin

Steve Milankov

Pershing Square Capital Management, L.P

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2015

(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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 44267D107  

 

  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 BOX 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

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,484,684(1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,484,684(1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,484,684(1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.2%(2)

14  

TYPE OF REPORTING PERSON

 

IA

 

(1)  Includes Series A-2 warrants (“Warrants”) currently exercisable for 1,916,667 shares of common stock par value $0.01 per share (“Common Shares”) of The Howard Hughes Corporation (the “Issuer”).
(2)  This calculation is based on 39,714,838 Common Shares outstanding as of November 4, 2015 as reported in the Issuer’s 10-Q filed on November 9, 2015 and 1,916,667 Common Shares issuable upon exercise of the Warrants.


CUSIP No. 44267D107  

 

  1   

NAME OF REPORTING PERSON

 

PS Management GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK BOX 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

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,484,684(3)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,484,684(3)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,484,684(3)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.2%(4)

14  

TYPE OF REPORTING PERSON

 

OO

 

(3) Includes Warrants currently exercisable for 1,916,667 Common Shares.
(4)  This calculation is based on 39,714,838 Common Shares outstanding as of November 4, 2015 as reported in the Issuer’s 10-Q filed on November 9, 2015 and 1,916,667 Common Shares issuable upon exercise of the Warrants.


CUSIP No. 44267D107  

 

  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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY  

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,484,684(5)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,484,684(5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,484,684(5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.2%(6)

14  

TYPE OF REPORTING PERSON

 

IN

 

(5)  Includes Warrants currently exercisable for 1,916,667 Common Shares.
(6)  This calculation is based on 39,714,838 Common Shares outstanding as of November 4, 2015 as reported in the Issuer’s 10-Q filed on November 9, 2015 and 1,916,667 Common Shares issuable upon exercise of the Warrants.


Item 1. Security and Issuer

This amendment No. 4 to Schedule 13D relates to the Schedule 13D filed on November 19, 2010, as amended prior to the date of this amendment (as so amended, the “Original Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”), relating to the shares of common stock, par value $0.01 per share (the “Common Shares”), of The Howard Hughes Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Original Schedule 13D.

This amendment No. 4 to Schedule 13D is being filed as a result of the extension of certain Swaps and ordinary course rebalancing transactions in which the Pershing Square Funds purchased and sold Common Shares and Warrants among themselves, unwound certain Swaps and established corresponding new Swaps. There were no changes in the aggregate Subject Shares owned by the Pershing Square Funds (or in their aggregate notional economic exposure to Common Shares under Swaps) as a result of such transactions.

 

Item 5. Interest in Securities of the Issuer

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

(c) Exhibit 99.11, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares, Warrants and Swaps that were effected during the past sixty days by the Reporting Persons for the benefit of the Pershing Square Funds.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

On December 31, 2015, the Reporting Persons, on behalf of the Pershing Square Funds, extended certain Swaps and, in ordinary course rebalancing transactions, purchased and sold Common Shares and Warrants among themselves, unwound certain Swaps and established corresponding new Swaps. There were no changes in the aggregate notional economic exposure the Pershing Square Funds have to Common Shares under Swaps as a result of such transactions. The Swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Common Shares that may be referenced in the swap contracts or Common Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

 

Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

Exhibit 99.11: Trading Data.


SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2016

 

PERSHING SQUARE CAPITAL

MANAGEMENT, L.P.

 

By: PS Management GP, LLC, its General Partner

By  

/s/ William A. Ackman

  William A. Ackman
  Managing Member
PS MANAGEMENT GP, LLC
By  

/s/ William A. Ackman

  William A. Ackman
  Managing Member
 

/s/ William A. Ackman

  William A. Ackman


INDEX TO EXHIBITS

 

Exhibit Number

  

Description of Exhibits

Exhibit 99.1    Joint Filing Agreement*
Exhibit 99.2    Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and GGP*
Exhibit 99.3    Registration Rights Agreement, dated November 9, 2010, among Pershing Square, on behalf of the Pershing Square Funds, Blackstone, and Issuer*
Exhibit 99.4    Standstill Agreement, dated November 9, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and Issuer*
Exhibit 99.5    Shareholder Letter Agreement, dated November 9, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and Issuer*
Exhibit 99.6    Warrant Agreement, dated November 9, 2010, between Issuer and Mellon*
Exhibit 99.7    Trading data*
Exhibit 99.8    Trading data*
Exhibit 99.9    Trading data*
Exhibit 99.10    Trading data*
Exhibit 99.11    Trading data

 

* Previously Filed
EX-99.11 2 d106433dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11

TRADING DATA

 

Name

  Trade Date   Buy/Sell/
Exercise
  No. of Shares/
Quantity
    Unit Cost    

Strike
Price

  Trade Amount    

Security

 

Expiration Date

Pershing Square, L.P.

  December 31, 2015   Buy     591,389      $ 113.16      N/A   $ 66,921,579      Common Stock    N/A

Pershing Square, L.P.

  December 31, 2015   Buy     658,478      $ 66.21      $50   $ 43,597,992      Warrants   November 9, 2017

Pershing Square, L.P.

  December 31, 2015   Sell     348,796      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   June 30, 2017

Pershing Square, L.P.

  December 31, 2015   Sell     453,935      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 29, 2017

Pershing Square International, Ltd.*

  December 31, 2015   Sell     591,389      $ 113.16      N/A   $ 66,921,579      Common Stock   N/A

Pershing Square International, Ltd.*

  December 31, 2015   Sell     658,478      $ 66.21      $50   $ 43,597,992      Warrants   November 9, 2017

Pershing Square International, Ltd.

  December 31, 2015   Sell     1,501,002      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   June 30, 2016

Pershing Square International, Ltd.

  December 31, 2015   Sell     270,556      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 30, 2016

Pershing Square International, Ltd.

  December 31, 2015   Buy     348,796      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   June 30, 2017

Pershing Square International, Ltd.

  December 31, 2015   Buy     453,935      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 29, 2017

Pershing Square International, Ltd.

  December 31, 2015   Buy     1,501,002      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   June 29, 2018

Pershing Square International, Ltd.

  December 31, 2015   Buy     270,556      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 31, 2018

Pershing Square Holdings, Ltd.

  December 31, 2015   Sell     868,687      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 30, 2016

Pershing Square Holdings, Ltd.

  December 31, 2015   Buy     868,687      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 31, 2018

Pershing Square II, L.P.

  December 31, 2015   Sell     7,755      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 30, 2016

Pershing Square II, L.P.

  December 31, 2015   Buy     7,755      $ 113.16      N/A     N/A      Cash-Settled Total Return Swap   December 31, 2018

 

*  Includes shares held by PSRH, Inc., a subsidiary wholly owned by Pershing Square International, Ltd.