sv11

0000950123-11-051695.txt : 20110518 0000950123-11-051695.hdr.sgml : 20110518 20110518165356 ACCESSION NUMBER: 0000950123-11-051695 CONFORMED SUBMISSION TYPE: S-11 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 FILER: 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: S-11 SEC ACT: 1933 Act SEC FILE NUMBER: 333-174317 FILM NUMBER: 11855409 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 S-11 1 d82244sv11.htm FORM S-11 sv11

As filed with the Securities and Exchange Commission on May 18, 2011

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

The Howard Hughes Corporation

(Exact name of registrant as specified in governing instruments)

One Galleria Tower
13355 Noel Road, Suite 950
Dallas, Texas 75240
(214) 741-7744
(Address, including Zip Code and Telephone Number,
including Area Code, of Registrant’s Principal Executive Offices)

Grant Herlitz
President
The Howard Hughes Corporation
One Galleria Tower
13355 Noel Road, Suite 950
Dallas, Texas 75240
(214) 741-7744
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to
James E. O’Bannon
Jones Day
2727 North Harwood Street
Dallas, Texas 75201-1515
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer o		Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

maximum

Proposed maximum

Amount to be

offering price

aggregate offering

Amount of

Title of securities to be registered

Registered(1)

per unit

price(2)

registration fee

Common stock issuable upon the exercise of common stock warrants(3)

2,862,687

—

$123,051,452

$14,287

Total

$14,287


(1)		Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issuable as a result of stock splits, stock dividends, recapitalizations, anti-dilution adjustments or similar transactions.

(2)		Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(3)		Represents 2,683,716 shares of our common stock issuable upon the exercise of warrants held by David R. Weinreb and Grant Herlitz at an exercise price of $42.23. Also represents 178,971 shares of our common stock issuable upon the exercise of warrants held by Andrew C. Richardson at an exercise price of $54.50. Pursuant to Rule 457(g) promulgated under the Securities Act, the maximum aggregate offering price is based on the exercise prices of the warrants.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 18, 2011

Preliminary Prospectus

THE HOWARD HUGHES CORPORATION

2,862,687 shares of Common Stock

This prospectus relates solely to the resale of up to 2,862,687 shares of common stock of The Howard Hughes Corporation, or HHC, issuable upon exercise of the warrants described herein by the selling stockholders identified in this prospectus.

The selling stockholders (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the shares from time to time as they may determine through public transactions or through other means and at varying prices as determined by the prevailing market price for shares or in negotiated transactions as described in the section entitled “Plan of Distribution” beginning on page 13.

We do not know when or in what amount the selling stockholders may offer the shares for sale. We expect that the offering price for our common stock will be based on the prevailing market price of our common stock at the time of sale. Our common stock trades on the New York Stock Exchange, or the NYSE, under the symbol “HHC.” The last reported sales price on May 17, 2011 was $66.78.

We will not receive any of the proceeds from the sale of these shares of our common stock by the selling stockholders.

Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 14 of our Annual Report on Form 10-K incorporated by reference herein to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated , 2011.

TABLE OF CONTENTS


	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iii

PROSPECTUS SUMMARY		1

USE OF PROCEEDS		3

BUSINESS		3

SELLING STOCKHOLDERS		7

DESCRIPTION OF CAPITAL STOCK		8

PLAN OF DISTRIBUTION		13

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		16

LEGAL MATTERS		20

EXPERTS		20

WHERE YOU CAN FIND MORE INFORMATION		20

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		21
EX-5.1
EX-10.28
EX-23.1
EX-23.2
EX-24.1

This prospectus is part of a registration statement on Form S-11 that we filed with the Securities and Exchange Commission (the “SEC”). You should rely only on the information contained in this prospectus (as supplemented and amended) and the documents incorporated by reference herein or therein. We have not authorized anyone to provide you with different information. This document may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus and the documents incorporated by reference herein or therein are accurate as of any date other than their respective dates regardless of the time of delivery of the prospectus or any sale of our common stock. You should also read this prospectus together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” “believe,” “may,” “should,” “would,” “likely,” and other words of similar expression. Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you not to rely on these forward-looking statements.

In this prospectus and the documents incorporated by reference, for example, we make forward-looking statements discussing our expectations about:

	•		capital required for our operations and development opportunities for the properties in our Operating Assets and Strategic Developments segments following the spin-off;

	•		expected performance of our Master Planned Communities segment and other current income producing properties;

	•		future liquidity;

	•		future development opportunities; and

	•		future development spending.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

	•		our history of losses;

	•		our lack of operating history as an independent company;

	•		our inability to obtain operating and development capital;

	•		our inability to establish our own financial, administrative and other support functions to operate as a stand-alone business;

	•		our new directors and officers may change our long-range plans;

	•		our new directors may be involved or have interests in other businesses, including, without limitation, real estate activities and investments;

	•		a prolonged recession in the national economy and adverse economic conditions in the retail sector;

	•		our inability to compete effectively;

	•		potential conflicts with GGP (as defined below) arising from agreements with GGP with respect to certain of our assets;

	•		our inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners;

	•		risks associated with our spin-off from GGP not qualifying as a tax-free distribution for U.S. federal income tax purposes;

iii

	•		substantial stockholders having influence over us, whose interests may be adverse to ours or yours; and

	•		the other risks described in our Annual Report on Form 10-K incorporated by reference therein.

These forward-looking statements present our estimates and assumptions only as of the date of this prospectus. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

PROSPECTUS SUMMARY

This summary contains basic information about us and the resale of securities being offered by the selling security holders. It does not contain all of the information you should consider before investing. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our consolidated and combined financial statements and the notes thereto incorporated by reference in this prospectus, before making an investment decision. Unless the context otherwise requires, references to the “Company,” “HHC,” “we,” “us” and “our” refer to The Howard Hughes Corporation and its subsidiaries and joint venture interests after giving effect to the spin-off.

Overview

We are a real estate company created to specialize in the development of master planned communities, the redevelopment or repositioning of real estate assets currently generating revenues, also called operating assets, and other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. Our assets are located across the United States, and our goal is to create sustainable, long-term growth and value for our stockholders. As of March 31, 2011, our debt equaled approximately 10.5% of our total assets, which excludes our $141.0 million proportionate share of the $331.6 million of debt of our non-consolidated, non-controlling interests.

We currently operate our business in three segments: Master Planned Communities, Operating Assets and Strategic Developments. Unlike most real estate companies which are limited in their activities because they have elected to be taxed as a real estate investment trust, we have no such restrictions on our operating activities or types of services that we can offer.

We completed our spin-off from GGP, Inc., formerly known as General Growth Properties, Inc. (“GGP”), on November 9, 2010 in connection with GGP’s emergence from bankruptcy. The Howard Hughes Corporation was incorporated in Delaware in 2010 to receive certain assets and liabilities of GGP and its subsidiaries (collectively, our “predecessors”). In connection with the spin-off, we issued 32.5 million shares of our common stock. In addition, we issued 5.25 million shares of our common stock and warrants to purchase an additional 8.0 million shares of our common stock for an aggregate price of $250 million. GGP no longer holds any interest in our company.

We believe that our company name, which is identified with quality, excellence and success, can be more broadly utilized to increase value.

We were incorporated in Delaware on July 1, 2010. Our principal executive offices are located at One Galleria Tower, 13355 Noel Road, Suite 950, Dallas, Texas 75240. Our main telephone number is (214) 741-7744. Our website is http://www.howardhughes.com/. The contents of our website are not a part of this prospectus.

Warrant Agreements

On November 22, 2010, we entered into warrant agreements with David R. Weinreb, our Chief Executive Officer, and Grant Herlitz, our President, pursuant to which: (a) Mr. Weinreb purchased a warrant to acquire 2,367,985 shares of Company common stock for a purchase price of $15.0 million in cash; and (b) Mr. Herlitz purchased a warrant to acquire 315,731 shares of Company common stock for a purchase price of $2.0 million in cash, both of which purchase prices were determined to be at the warrants then current fair value. The warrants have an exercise price of $42.23 per share and will generally become exercisable in November 2016, except in the event of a change in control, termination of the executive without cause, or the separation of the executive from us for good reason, and will expire in November 2017. The shares underlying these warrants are being registered on the registration statement of which this prospectus is a part.

On February 25, 2011, the Company entered into a warrant agreement with Andrew C. Richardson, our Chief Financial Officer, pursuant to which Mr. Richardson purchased a warrant to acquire 178,971 shares of company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value. The warrant has an exercise price of $54.40 per share and will generally become exercisable in February 2017, except in the event of a change in control, termination of Mr. Richardson’s employment with us without cause, or the separation of Mr. Richardson from us for good reason. Mr. Richardson’s warrant will expire in February 2018. The shares underlying these warrants are being registered on the registration statement of which this prospectus is a part.

THE OFFERING


Issuer		The Howard Hughes Corporation

Securities offered by the selling stockholders		2,862,687 shares of our common stock.

Securities outstanding after this offering		40,795,841 shares of our common stock (assuming full exercise of the shares underlying the warrants listed in this offering).

Use of proceeds		We will not receive any proceeds from the resale of our common stock by the selling stockholders pursuant to this offering.

Listing		Our common stock trades on the NYSE under the symbol “HHC.”

Risk factors		Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 14 of our Annual Report on Form 10-K incorporated by reference herein for a discussion of factors you should carefully consider before investing in our common stock.

USE OF PROCEEDS

We are registering these shares of our common stock for the benefit of the selling stockholders. We will not receive any proceeds from the resale of our common stock under this offering.

BUSINESS

We currently operate our business in three segments: Master Planned Communities, Operating Assets and Strategic Developments. Unlike most real estate companies which are limited in their activities because they have elected to be taxed as a real estate investment trust, we have no restrictions on our operating activities or types of services that we can offer.

We completed our spin-off from GGP, Inc., formerly known as GGP, on November 9, 2010 in connection with GGP’s emergence from bankruptcy. The Howard Hughes Corporation was incorporated in Delaware in 2010 to receive certain assets and liabilities of our predecessors. In connection with the spin-off, we issued 32.5 million shares of our common stock. In addition, we issued 5.25 million shares of our common stock and warrants to purchase an additional 8.0 million shares of our common stock for an aggregate price of $250 million. GGP no longer holds any interest in our Company.

For more information on our business see “Business” in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q incorporated herein by reference.

Shareholders Agreements

In order to fund a portion of our spin-off, GGP entered into investment agreements with the Plan Sponsors (as defined below). Pursuant to the terms of those agreements, the Company entered into agreements (the “Shareholders Agreements”) with each of: (i) Brookfield Retail Holdings LLC, an affiliate of Brookfield Asset Management, Inc. (and its designees, as applicable, the “Brookfield Investor”); (ii) The Fairholme Fund and Fairholme Focused Income Fund (collectively, “Fairholme”); and (iii) Pershing Square Capital Management, L.P. on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. (collectively, together with their permitted assigns, including PSRH, Inc., “Pershing Square” and, together with Brookfield Investor and Fairholme, the “Plan Sponsors”). The Plan Sponsors entered into agreements with Blackstone Real Estate Partners VI, L.P. (“Blackstone” and together with its permitted assigns, the “Blackstone Investors”) whereby Blackstone subscribed for approximately 7.6% of the shares of reorganized GGP and our common stock issued to each of the Plan Sponsors under the Shareholders Agreements on November 9, 2010 and, in connection therewith, received an allocation of each of the Plan Sponsor’s warrants described below to acquire our common stock (collectively, the “Blackstone Designation”). On November 9, 2010, the Plan Sponsors and the Blackstone Investors purchased $6.3 billion of common stock of reorganized GGP and $250 million of our common stock at $47.619048 per share.

Upon consummation of the spin-off and after giving effect to the Blackstone Designation, we issued to Brookfield Investor, Pershing Square, Fairholme and the Blackstone Investors 2,424,618, 1,212,309, 1,212,309 and 400,764 shares of our common stock, respectively, pursuant to the Shareholders Agreements and the Blackstone Designation. Of the Plan Sponsors and the Blackstone Investors, only Pershing Square received shares of our common stock pursuant to the spin-off in the amount of 2,355,708 shares, as a result of its ownership of shares of common stock of GGP prior to November 9, 2010.

Upon consummation of our predecessors’ plan of reorganization, we issued to Brookfield Investor warrants to purchase approximately 3.83 million shares of our common stock, to each of Fairholme and Pershing Square warrants to purchase approximately 1.92 million shares of our common stock and to the Blackstone Investors warrants to purchase approximately 0.33 million shares of our common stock, in each case, with an initial exercise price of $50.00 per share. The per share exercise price has been adjusted from the originally contemplated exercise price to reflect a reduction in the number of shares that will be issued for the

same aggregate consideration upon exercise of the warrants. See “Related Party Transactions and Certain Relationships—Transactions Prior to the Spin-Off” contained in our 2011 Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.

As of May 17, 2011, Brookfield Investor, Fairholme, Pershing Square and the Blackstone Investors beneficially owned 6.4%, 3.2%, 9.4%, and 1.1%, respectively, of our common stock (excluding shares issuable upon exercise of the warrants) or 12.8%, 6.4%, 11.2% and 1.5%, respectively, of our common stock (assuming exercise of all outstanding warrants, including shares issuable upon the exercise of warrants held by Fairholme, which are only exercisable upon 90 days’ notice).

Each of the Plan Sponsors has participation rights in future public and private equity issuances by us, to allow them to maintain their respective percentage ownership on a fully diluted basis. These participation rights terminate when the applicable Plan Sponsor’s beneficial ownership (together with its affiliates’ beneficial ownership) is less than 5% on a fully diluted basis.

The following disclosure provides information required by SEC rules to be included in this prospectus but not required to be included in our Annual Report on Form 10-K.

Average Effective Annual Rental Rate per Square Foot

The following table sets forth the Average Effective Annual Rental Rate per square foot for Ward Centers and all other Operating Assets properties with retail operations in the aggregate. Average Effective Annual Rental Rate represents the sum of minimum rent and recoverable common area costs (excluding taxes) for all tenant occupied space divided by total tenant occupied square feet, for tenants occupancy spaces less than 30,000 square feet. The calculation includes the terms of each lease in effect at the time of the calculation, including any tenant concessions such as rent abatements, allowances or other concessions, that may have been granted. Calculations exclude rent, charges and square footage for temporary tenants (leases less than one year) and exclude anchor stores.


			All Other
			Operating Assets
Year	Ward		Retail Properties		Total
2006	$	29.98	$	27.49	$	28.24
2007		44.87		30.50		34.93
2008		45.18		31.85		35.81
2009		43.85		31.39		34.94
2010		41.86		33.23		36.16

Lease Expirations

The following tables set forth the lease expiration data for all of our consolidated entries.


			Total		% of Total			Number of
	Total Minimum		Minimum Rent		Minimum Rent			Leases		Total Square
Year	Rent		Expiring		Expiring			Expiring		Feet Expiring
	(In Thousands)		(In Thousands)							(In Thousands)
2011		49,630		4,581		9.2	%		372		767
2012		44,900		2,896		6.5	%		218		1,326
2013		38,987		5,042		12.9	%		125		455
2014		31,598		2,594		8.2	%		69		324
2015		27,731		3,177		11.5	%		65		280
2016		19,543		3,511		18.0	%		25		199
2017		15,671		1,736		11.1	%		19		61
2018		12,793		1,309		10.2	%		26		57
2019		10,826		419		3.9	%		11		34
2020		7,122		1,294		18.2	%		14		107

GGP represents 100% of gross leaseable area at 110 N. Wacker and Enterprise Community Investment represents 46.7% of gross leaseable area at Columbia Office Properties.

Company Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

We are a real estate company created to specialize in the development of master planned communities, the redevelopment or repositioning of operating assets and other strategic real estate development opportunities. Our assets are located across the United States and our goal is to create sustainable, long-term growth and value for our stockholders. We do not currently have an investment policy, however, our board of directors may adopt one in the future. We may invest in other real estate, real estate mortgages and the securities of persons primarily engaged in real estate activities, but do not currently, nor do we currently intend to, engage in these activities and we do not have a policy as to these investments, except insofar as that we will seek to maximize what we believe is the significant long-term value potential of our assets and create a leading real estate development company, while providing our stockholders with appropriate long-term returns commensurate with development risk. Given the makeup of our assets, particularly the undeveloped land in our Master Planned Communities segment, we have elected not to be treated as a REIT for U.S. federal income tax purposes; however, one of our subsidiaries, Victoria Ward, Limited, is and will continue to elect to be treated as a REIT. We are not subject to REIT limitations. Given the capital and operational differences between our three business segments, we intend to follow specific strategies in each business segment to maximize the value of our assets.

Financing Policies

We do not have a formal financing policy; however, in order to pursue development and redevelopment opportunities in our Operating Assets segment and our Strategic Developments segment, we will require significant additional capital. We intend to raise this additional capital with a mix of construction, bridge and long-term financings, as well as joint venture equity. We cannot assure you that any financings or joint venture arrangements will be available on terms acceptable to us or at all. See “Risk Factors—Risks Related to Our Business—We may face potential difficulties in obtaining operating and development capital” and “—Our business model includes entering into joint venture arrangements with strategic partners. This model may not be successful and our business could be adversely affected if we are not able to successfully attract desirable strategic partners or complete agreements with strategic partners,” in our Annual Report on Form 10-K incorporated herein by reference.

If our board of directors determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Our board of directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include classes of preferred stock, which may be convertible into common stock. Existing stockholders have no preemptive right to purchase shares in any subsequent offering of our securities. Under the Shareholders Agreements, the Plan Sponsors have participation rights to purchase HHC common stock as necessary to allow them to maintain its proportional ownership interest in HHC on a fully diluted basis. Any such offering could dilute a stockholder’s investment in us and may make it more difficult to raise equity capital.

We do not currently have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties.

Conflict of Interest Policies

We have Codes of Business Conduct and Ethics which apply to all of our employees, officers and directors, including our Chief Executive Officer. Our Codes of Business Conduct and Ethics require disclosure of, and in certain circumstances prohibit, conflicts of interest, which are broadly defined to include situations where a person’s private interest interferes with the interests of the Company. In addition, the codes prohibit direct or indirect personal loans to executive officers and directors to the extent required by law and stock exchange regulation. The codes do not attempt to cover every issue that may arise, but instead set out basic principles to guide all of our employees, officers and directors.

The Code of Business Conduct and Ethics applicable to our directors recognizes that our directors have and may in the future have interests in other real estate business activities, including with reorganized GGP, and may have control or influence over these activities and may serve as investment advisors, directors or officers in such businesses. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally,

the code recognizes that certain of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. The Code of Business Conduct and Ethics applicable to our directors expressly provides, as permitted by Section 122(17) of the DGCL, that our non-employee directors will not be obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to or in competition with our businesses. Accordingly, we have, and investors in our common stock should have, no expectation that we will be able to learn of or participate in such opportunities. However, the code provides that if any potential business opportunity is expressly presented to a director exclusively in his or her director capacity, the director is not permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of the independent members of our board of directors. See “Risk Factors—Some of our directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us” in our Annual Report on Form 10-K incorporated herein by reference.

Policies With Respect To Certain Other Activities

We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities.

We intend to borrow money as part of our business, and we also may issue senior securities, purchase and sell investments, offer securities in exchange for property and repurchase or reacquire shares or other securities in the future. To the extent we engage in these activities, we will comply with applicable law.

We will make reports to our security holders in accordance with the NYSE rules and containing such information, including financial statements certified by our independent registered accounting firm, as required by the NYSE.

We do not have policies in place with respect to making loans to other persons (other than our conflict of interest policies described above), investing in the securities of other issuers for the purpose of exercising control and underwriting the securities of other issuers, and we do not currently, and do not intend to, engage in these activities.

Insurance

We have comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to our portfolio of retail properties. Our management believes that such insurance provides adequate coverage.

SELLING STOCKHOLDERS

When we refer to “selling stockholders” in the “Plan of Distribution” section of this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in shares of our common stock other than through a public sale. Except as noted in this prospectus, none of the selling stockholders have, or within the past three years have had, any material relationship with us or any of our predecessors or affiliates and the selling stockholders are not or were not affiliated with registered broker-dealers.

Based on the information provided to us by the selling stockholders and as of the date the same was provided to us, assuming that the selling stockholders sell all of the shares of our common stock owned or beneficially owned by them that have been registered by us and do not acquire any additional shares during the offering, the selling stockholders will not own any shares other than those appearing in the column entitled “Shares of Common Stock Beneficially Owned After the Offering—Number of Shares.” We cannot advise you as to whether the selling stockholders will in fact sell any or all of such shares of common stock. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of our common stock in transactions exempt from the registration requirements of the Securities Act after the date as of which the information is set forth on the table below.

On November 22, 2010, we entered into warrant agreements with David R. Weinreb, our Chief Executive Officer, and Grant Herlitz, our President, pursuant to which: (a) Mr. Weinreb purchased a warrant to acquire 2,367,985 shares of Company common stock for a purchase price of $15.0 million in cash; and (b) Mr. Herlitz purchased a warrant to acquire 315,731 shares of Company common stock for a purchase price of $2.0 million in cash, both of which purchase prices were determined to be at the warrants then current fair value. On February 25, 2011, the Company also entered into a warrant agreement with Andrew C. Richardson, our Chief Financial Officer, pursuant to which Mr. Richardson purchased a warrant to acquire 178,971 shares of company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value. The warrants will generally become exercisable in November 2016, except in the event of a change in control, termination of the executive without cause, or the separation of the executive from us for good reason, and will expire by February 2018. For more information see “Related Party Transactions and Certain Relationships” in our 2011 Definitive Proxy Statement on Schedule l4A, which we filed on May 2, 2011.

Beneficial ownership of shares is determined under SEC rules and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to warrants or options currently exercisable or exercisable within 60 days of the date of this prospectus are deemed to be outstanding and beneficially owned by the person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.


												Shares of Common Stock
						Shares of Common Stock						Underlying Options							Shares of Common
	Shares of Common Stock					Underlying Warrants						Beneficially Owned							Stock
	Beneficially Owned					Beneficially Owned Prior						Prior							Beneficially Owned
	Prior to Offering					to Offering						to the Offering				Number of			After the Offering
									Percentage							Shares of
									of							Common
				Percentage of					Shares Upon							Stock						Percentage
	Number of			Shares		Number of			Exercise of			Number of		Percentage		Being			Number of			of
Name of Beneficial Owner(1)	Shares			Outstanding		Shares			Warrants			Shares		of Shares		Offered			Shares			Shares
David R. Weinreb		—			—		2,367,985	(3)		5.9	%		—		—		2,367,985	(3)		—			—
Grant Herlitz		—			—		315,731	(4)		—			—		—		315,731	(4)		—			—
Andrew C. Richardson		20,000	(2)		—		178,971	(5)		—			—		—		178,971	(5)		20,000	(2)		—


(1)		Subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Unless otherwise noted below, the address of the persons and entities listed in the table is c/o The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, Suite 950, Dallas, Texas 75240.

(2)		These shares represent restricted shares of our common stock issued to Mr. Richardson pursuant to Mr. Richardson’s employment agreement.

(3)		These shares represent shares of our common stock underlying HHC warrants received pursuant to Mr. Weinreb’s warrant agreement.

(4)		These shares represent shares of our common stock underlying HHC warrants received pursuant to Mr. Herlitz’s warrant agreement.

(5)		These shares represent shares of our common stock underlying HHC warrants received pursuant to Mr. Richardson’s warrant agreement.

DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material terms of our capital stock that are contained in our amended and restated certificate of incorporation and bylaws, and is qualified in its entirety by reference to these documents. You should refer to our amended and restated certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus is a part, along with the applicable provisions of Delaware law.

General

We were incorporated as a Delaware corporation on July 1, 2010. Our authorized capital stock consists of 150 million shares of common stock, $0.01 par value per share, and 50 million shares of preferred stock, $0.01 par value per share. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of May 17, 2011, 37,933,154 shares of our common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.

Common Stock

Each holder of our common stock is entitled to one vote for each share on all matters to be voted upon by the common stockholders, and there are no cumulative voting rights. Subject to any preferential rights of any outstanding preferred stock, holders of our common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of our company, holders of our common stock would be entitled to ratable distribution of our assets remaining after the payment in full of liabilities and any preferential rights of any outstanding preferred stock.

Under the Shareholders Agreements, for so long as a Plan Sponsor and its affiliates beneficially own 5% of our common stock on a fully diluted basis, such Plan Sponsor will be provided with preemptive rights to purchase our common stock as necessary to allow them to maintain their proportional ownership interest in us on a fully diluted basis, even though other holders of outstanding shares of our common stock will not have such preemptive rights. Any such offering could have a dilutive effect on the holders of outstanding shares of our common stock. Other than the contractual preemptive rights of the Plan Sponsors, there are no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation provides that our board of directors is authorized to provide for the issuance of shares of preferred stock in one or more series and, by filing a certificate of designations pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof. The authority of the board of directors with respect to each series of Preferred Stock includes, but is not limited to, determination of the following:

	•		the designation of the series, which may be by distinguishing number, letter or title;

	•		the number of shares of the series, which number the board of directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

	•		whether dividends, if any, shall be paid, and, if paid, the date or dates upon which, or other times at which, such dividends shall be payable, whether such dividends shall be cumulative or noncumulative, the rate of such dividends (which may be variable) and the relative preference in payment of dividends of such series;

	•		the redemption provisions and price or prices, if any, for shares of the series;

	•		the terms and amounts of any sinking fund or similar fund provided for the purchase or redemption of shares of the series;

	•		the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our corporation;

	•		whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of our corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion price or prices, or rate or rates, any adjustments thereto, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;

	•		restrictions on the issuance of shares of the same series or of any other class or series; and

	•		the voting rights, if any, of the holders of shares of the series.

Warrants

Pursuant to the Shareholders Agreements and the Blackstone Designation on November 9, 2010, we issued:

	•		to Brookfield Investor warrants to purchase up to approximately 3.83 million shares of our common stock with an initial exercise price of $50.00 per share;

	•		to Fairholme warrants to purchase up to approximately 1.92 million shares of our common stock with an initial exercise price of $50.00 per share;

	•		to Pershing Square warrants to purchase up to approximately 1.92 million shares of our common stock with an initial exercise price of $50.00 per share; and

	•		to the Blackstone Investors warrants to purchase up to 0.33 million shares of our common stock with an initial exercise price of $50.00 per share.

The initial exercise price was determined through negotiations between GGP and the Plan Sponsors. The warrants issued to each of Brookfield Investor, Pershing Square and the Blackstone Investors are immediately exercisable; the warrants issued to Fairholme are exercisable upon 90 days prior notice for the first 6.5 years after issuance and exercisable without notice any time thereafter. Each warrant has a term of seven years from the closing date of the investments. The Pershing Square and Fairholme Warrants are net share settled, meaning that the exercise price for the warrants will not be paid in cash and will instead be netted against the shares received upon exercise of the warrants, resulting in fewer shares being issued. We will not issue any fractional shares of common stock and warrant holders do not have any voting or other rights as a stockholder of our company.

If we (i) pay a dividend in cash or other property or make a distribution on our common stock in shares of common stock, (ii) subdivide our outstanding shares of common stock into a greater number of shares or (iii) combine or reverse-split our outstanding shares of common stock into a smaller number of shares, then the per share warrant price and the number of warrant shares will be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The warrants are also subject to adjustment upon certain rights offerings, certain tender and exchange offerings, and certain recapitalizations, reorganizations, reclassifications, mergers and sales of all or substantially all of our assets. The aggregate warrant price payable for the then total number of warrant shares available for exercise under the warrant will remain the same. In certain circumstances, upon the occurrence of a change of control, other than a public stock merger or mixed consideration merger, each as defined in the warrant agreement, holders of the warrants will have the right to require us to redeem the warrants at the fair value of such warrants in cash as of the date of the change of control event as determined by an independent financial expert employing a valuation methodology provided for in the terms of the warrants. Upon the occurrence of a public stock merger or a mixed consideration merger, we may elect to redeem the warrants at fair value or, to the extent of stock consideration, have the warrants continue as warrants on the stock of the acquiring parent company as provided in the warrant agreement.

current fair value. The warrants have an exercise price of $42.23 per share and will, excluding certain specific circumstances, become exercisable in November 2016, except in the event of a change in control, termination of the executive without cause, or the separation of the executive from us for good reason, and will expire in November 2017.

On February 25, 2011, the Company also entered into a warrant agreement with Andrew C. Richardson, our Chief Financial Officer, pursuant to which Mr. Richardson purchased a warrant to acquire 178,971 shares of company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value. The warrant has an exercise price of $54.40 per share and will generally become exercisable in February 2017, except in the event of a change in control, termination of Mr. Richardson’s employment with us without cause, or the separation of Mr. Richardson from us for good reason. Mr. Richardson’s warrant will expire in February 2018.

No market exists for the warrants. On May 17 , 2011, warrants to purchase 10,862,687 shares of our common stock were outstanding.

Section 382 Restrictions

Our certificate of incorporation imposes certain restrictions on the direct or indirect transferability of our securities to assist in the preservation of our valuable tax attributes (generally consisting of (1) approximately $400 million of suspended federal income tax deductions and (2) a relatively high federal income tax basis in our assets), including, subject to certain exceptions, that until the earlier of such time as our board of directors determines that it is no longer in our best interests to continue to impose such restrictions or the date that is three years after November 9, 2010 (i) no person or entity may acquire or accumulate the Threshold Percentage or more (as determined under tax law principles governing the application of section 382 of the Code) of our securities, and (ii) no person owning directly or indirectly (as determined under such tax law principles) on November 9, 2010, after giving effect to the Plan, the Threshold Percentage or more of our securities may acquire additional securities of ours. Notwithstanding the contemplated restrictions in our certificate of incorporation, no assurance can be given regarding our ability to preserve our tax attributes. Threshold Percentage means, in the case of (i) HHC common stock, 4.99% of the number of outstanding shares of HHC common stock and (ii) any other class of equity of HHC, 4.99% of each such class.

Anti-Takeover Effects of Various Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

Provisions of the DGCL and our amended and restated certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.

Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s outstanding voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Size of Board and Vacancies. Our bylaws provide that the number of directors on our board of directors will be fixed exclusively by our board of directors. Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in our authorized number of directors will be filled by a majority of our board of directors then in office, provided that a majority of the entire board of directors, or a quorum, unless the board of directors otherwise determines that such directorships should be filled by the affirmative vote of the stockholders of record of at least a majority of the voting stock, is present and any vacancies in our board of directors resulting from death, resignation, retirement, disqualification, removal from office

or other cause will be filled generally, subject to the rights of certain parties, by the majority vote of our remaining directors in office, even if less than a quorum is present.

Special Stockholder Meetings. Under our amended and restated certificate of incorporation and bylaws, our board of directors may call special meetings of our stockholders as well as the Secretary upon written request by stockholders who together hold 15% or more of the voting power of the issued and outstanding shares of the capital stock of our corporation entitled to vote generally on the election of directors.

Prohibition of Stockholder Action by Written Consent. Our amended and restated certificate of incorporation and bylaws expressly prohibits our stockholders from acting by written consent. Stockholder action must take place at the annual or a special meeting of our stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors or a committee of our board of directors.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.

Indemnification of Officers and Directors

Our amended and restated certificate of incorporation includes provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our amended and restated certificate of incorporation provides that it must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. We entered into indemnification agreements with each of our directors and certain officers. These agreements, among other things, require us to indemnify each director and certain officers to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts reasonably incurred by the director or officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We are also expressly authorized to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, this provision does not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is being sought.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Authorized but Unissued Shares.

Our authorized but unissued shares of common stock and preferred stock is available for future issuance without your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is BNY Mellon, New York, New York.

PLAN OF DISTRIBUTION

We are registering shares of HHC common stock issuable to the selling stockholders to permit the resale of these shares of HHC common stock by the holders thereof from time to time after the date of this prospectus. We are registering shares of our common stock issuable upon exercise of the warrants issuable to Mr. Weinreb and Mr. Herlitz pursuant to their respective warrant agreements dated November 22, 2010 and to Mr. Richardson pursuant to his warrant agreement dated February 25, 2011 (all together, the “Warrant Agreements”). Although the warrants generally become exercisable in November 2016, except in the event of a change in control, termination of the executive without cause, or the separation of the executive from us for good reason, and will generally expire in February 2018, we do not know exactly when or in what amount the selling stockholders may offer the shares for sale. We expect that the offering price for our common stock will be based on the prevailing market price of our common stock at the time of sale.

Pursuant to the Warrant Agreements: (i) Mr. Weinreb purchased a warrant to acquire 2,367,985 shares of Company common stock for a purchase price of $15.0 million in cash, which purchase price was determined to be at current fair value; (ii) Mr. Herlitz purchased a warrant to acquire 315,731 shares of Company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value; and (iii) Mr. Richardson purchased a warrant to acquire 178,971 shares of company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value.

We agreed to register such shares of our common stock pursuant to the warrant agreements with Mr. Weinreb, Mr. Grant and Mr. Richardson. We will pay all expenses of the registration of the shares of our common stock, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions.

We will not receive any proceeds from sales of any shares of our common stock by the selling stockholders.

The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest selling shares received from a named selling stockholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling stockholders)) may sell all or a portion of the shares of HHC common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, and any broker-dealers or agents may arrange for other broker-dealers or agents to participate in effecting sales of these securities. These underwriters or broker-dealers may act as principals, or as an agent of a selling stockholder. If the shares of HHC common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of HHC common stock may be sold on any national securities exchange or automated interdealer quotation system on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in a variety of transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares:

	•		purchases by underwriters, brokers, dealers, and agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders and/or the purchasers of the shares for whom they may act as agent;

	•		ordinary brokerage transactions and transactions in which the broker solicits purchasers;

	•		one or more block trades in which a broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses in which the same broker acts as agent on both sides;

	•		purchases by a broker or dealer (including a specialist or market maker) as principal and resale by such broker or dealer for its account pursuant to this prospectus;

	•		an exchange distribution in accordance with the rules of any stock exchange on which the shares of HHC common stock are listed;

	•		face-to-face privately negotiated transactions between sellers and purchasers without a broker-dealer;

	•		an agreement between broker-dealers and the selling stockholders to sell a specified number of such shares at a stipulated price per share;

	•		the pledge of shares as security for any loan or obligation, including pledges to brokers or dealers who may from time to time effect distributions of the shares or other interests in the shares;

	•		settlement of short sales or transactions to cover short sales relating to the shares entered into after the effective date of the registration statement of which this prospectus is a part;

	•		distributions to creditors, equity holders, partners and members of the selling stockholders;

	•		transactions in options, swaps or other derivatives (whether listed on an exchange or otherwise);

	•		sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers; and

	•		any combination of the foregoing or by any other legally available means.

The selling stockholders may also transfer the shares of our common stock by gift. We do not know of any arrangements by the selling stockholders for the sale of any of the shares of our common stock.

The selling stockholders also may resell all or a portion of the shares of our common stock in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of our common stock to or through underwriters, brokers, dealers or agents, such underwriters, brokers, dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders. Underwriters, brokers, dealers or agents may also receive compensation from the purchasers of shares of our common stock for whom they act as agents or to whom they sell as principals, or both. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to the prospectus contained in the registration statement, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM 2440-1 and NASD IM 2440-2.

In connection with sales of the shares of our common stock, the selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of shares of our common stock in the course of hedging in positions they assume. The selling stockholders may also sell these securities short, and if such short sales shall take place after the date that the registration statement is declared effective by the SEC, the selling stockholders may deliver the securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of our common stock to broker-dealers that in turn may sell such securities, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or one or more derivative transactions which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use securities registered on the registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.

Subject to any applicable company policy, the selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may, from time to time, pledge, hypothecate or grant a security interest in some or all of the securities registered by the registration statement owned by them and, if they default in the performance of their secured obligations, the pledgees, secured parties or persons to whom the securities have been hypothecated may offer and sell such securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee, persons to whom the securities have been hypothecated or other successors in interest as selling stockholders under this prospectus. The plan of distribution for that selling stockholder’s shares

of our common stock will otherwise remain unchanged. The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) also may transfer and donate the shares of our common stock in other circumstances in which case the transferees, donees, pledgees, persons to whom the securities have been hypothecated or other successors in interest thereof will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) and any broker-dealers or agents participating in the distribution of the shares of our common stock may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any profits realized by the selling stockholders and any compensation earned by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. We will make copies of this prospectus (as it may be amended or supplemented from time to time) available to the selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) for the purpose of satisfying any prospectus delivery requirements. Except as otherwise set forth herein, each selling stockholder has informed the Company that it is not a registered broker-dealer or is not an affiliate of a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute our common stock. In no event shall any broker dealer receive fees, commissions and markups that, in the aggregate, would exceed eight percent (8%).

Under the securities laws of some states, the shares of our common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of our common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may sell the shares covered by this prospectus from time to time, and may also decide not to sell all or any of the shares they are allowed to sell under this prospectus. The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) will act independently of us in making decisions regarding the timing, manner, and size of each sale. There can be no assurance, however, that all or any of the shares will be offered by the selling stockholders. We know of no existing arrangements between any selling stockholders and any broker, dealer, finder, underwriter, or agent relating to the sale or distribution of the securities.

Each selling stockholder (or its pledgees, donees, transferees, distributees or successors in interest) and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of our common stock by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of our common stock to engage in market-making activities with respect to the shares of our common stock. All of the foregoing may affect the marketability of the shares of our common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of our common stock.

To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise. All of the foregoing may affect the marketability of the securities offered hereby. This offering will terminate on the date that all securities offered by this prospectus have been sold by the selling stockholders.

The expenses we expect to incur in connection with the registration and distribution of the securities being offered in this prospectus are estimated to be $35,129.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock. Except where noted, this summary deals only with common stock held as capital assets. This summary is based upon the provisions of the Code, regulations promulgated thereunder and judicial and administrative rulings and decisions now in effect, all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary does not purport to address all aspects of U.S. federal income taxation that may affect particular investors in light of their individual circumstances, or certain types of investors subject to special treatment under the U.S. federal income tax laws, such as persons that mark to market their securities, persons receiving warrants as compensation for securities, financial institutions (including banks), individual retirement and other tax-deferred accounts, tax-exempt organizations, regulated investment companies, REITs, “controlled foreign corporations”, “passive foreign investment companies”, broker-dealers, former U.S. citizens or long-term residents, life insurance companies, persons that hold common stock as part of a hedge against currency or interest rate risks or that hold common stock as part of a straddle, conversion transaction or other integrated investment, or U.S. holders that have a functional currency other than the U.S. dollar. This discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or any estate, gift or alternative minimum tax consequences.

For purposes of this summary, a “U.S. holder” is a beneficial owner of common stock that is, for U.S. federal income tax purposes.

	•		an individual citizen or resident of the United States;

	•		a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	•		an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

	•		a trust if (a) a court within the United States is able to exercise primary jurisdiction over administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) it was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.

For purposes of this summary, a “non-U.S. holder” is a beneficial owner of common stock that is not a U.S. holder or a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes). If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax considerations of the purchase, ownership and disposition of our common stock and warrants.

Taxation of U.S. holders

Sale or other disposition of common stock

You will generally recognize capital gain or loss on a sale or other disposition of common stock. Your gain or loss will equal the difference between the proceeds you received and your adjusted tax basis in the common stock (for the initial basis of common stock acquired by exercise of a warrant, see “—Exercise of warrants to obtain common stock”). The proceeds received will include the amount of any cash and the fair market value of any other property received for the common stock. If you are a non-corporate, U.S. holder and your holding period for the common stock at the time of the sale or other disposition exceeds one year, such capital gain generally will, under current law, be subject to a reduced federal income tax rate. Your ability to offset ordinary income with capital losses is subject to limitations.

Distributions on common stock

Any distributions made on the our common stock will constitute dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that a U.S. holder receives distributions that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed our

current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital reducing the U.S. holder’s basis in its shares. Any such distributions in excess of the U.S. holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain. Subject to certain exceptions, dividends received by non-corporate U.S. holders prior to 2013 will be taxed under current law at a maximum rate of 15%, provided that certain holding period requirements and other requirements are met. Any such dividends received after 2012 will be taxed at the rate applicable to ordinary income. Dividends paid to U.S. holders that are corporations generally will be eligible for the dividends-received deduction so long as we have sufficient earnings and profits.

Certain events, such as adjustments to the exercise price of warrants, could, in some circumstances, result in a deemed taxable distribution to a U.S. holder of our common stock if the adjustment has the effect of increasing the proportionate interest of the U.S. holder in our earnings and profits or assets, without regard to whether the U.S. holder receives any cash or other property. However, adjustments to the exercise price of the warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interests of U.S. holders generally will not result in a deemed taxable distribution. In the event of a deemed taxable distribution, a U.S. holder’s basis in its common stock will be increased by the amount of the taxable distribution. If a deemed taxable distribution occurs, such deemed distribution would be taxable as a dividend, return of capital or capital gain in accordance with the rules discussed herein, and U.S. holders may recognize income as a result even though they receive no cash or property.

Exercise of warrants to obtain common stock

Because the warrants permit settlement though a cashless “net share settlement”, the U.S. federal income tax consequences of the exercise of a warrant are not entirely clear. It is expected that a U.S. holder exercising a warrant would not recognize gain or loss for U.S. federal income tax purposes because either (i) the warrant should be treated as an option to acquire common stock or (ii) the exercise of the warrant for common stock is treated as a tax free “recapitalization.” In either case, a U.S. holder’s initial tax basis in the common stock received (including any tax basis attributable to a fractional share of common stock), would equal such U.S. holder’s adjusted tax basis in the warrant exercised, increased by the amount of cash paid (if any) to exercise the warrant. If the warrant is treated as an option to acquire common stock, a U.S. holder’s holding period for the common stock received on exercise generally would commence on the day following the exercise. If exercise of the warrant is treated as a tax free recapitalization, a U.S. holder’s holding period generally would include the U.S. holder’s holding period for the warrant exercised.

Despite the foregoing, the IRS could take the position that the exercise of a warrant constitutes a taxable exchange resulting in gain or loss, which would be capital gain or loss. The amount of capital gain or loss recognized on such an exchange and its character as short term or long term would depend on the position taken by the IRS regarding the nature of that exchange. If the U.S. holder is treated as exchanging the warrants for shares of our common stock, the amount of capital gain or loss would be the difference between the fair market value of our common stock (and cash received in lieu of a fractional share of common stock), reduced by the amount of cash paid (if any) to exercise the warrants and the U.S. holder’s adjusted tax basis in the warrants exchanged. In that case, the U.S. holder would have long term capital gain or loss if it has held the warrants for more than one year and the U.S. holder’s initial tax basis in the common stock received would equal its fair market value.

Alternatively—specifically if the exercising U.S. holder elects a cashless “net share settlement”—the IRS could take the position that the U.S. holder is treated as selling a portion of the warrants or underlying common stock for cash that is used to pay the exercise price for the warrants, in which case the amount of capital gain or loss would be the difference between that exercise price and the U.S. holder’s adjusted tax basis attributable to the warrants or common stock deemed sold. If the U.S. holder is treated as selling warrants, such U.S. holder would have long term capital gain or loss if the U.S. holder held the warrants for more than one year at the time of exercise. If the U.S. holder is treated as selling underlying common stock, such U.S. holder would have short term capital gain or loss. The U.S. holder’s initial tax basis in the common stock received would equal such U.S. holder’s adjusted tax basis in the warrants deemed exercised, increased by the U.S. holder’s deemed amount realized from the warrants or common stock deemed sold.

If you are a non-corporate U.S. holder and your holding period for the warrants at the time of the sale or other disposition exceeds one year, such capital gain generally will, under current law, be subject to a reduced federal income tax rate. Your ability to offset ordinary income with capital losses is subject to limitations.

A U.S. holder that receives cash in lieu of receipt of a fractional share of common stock should generally be treated as recognizing capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and the adjusted tax basis allocable to the fractional share.

U.S. holders should consult their tax advisors regarding the tax consequences of the exercise of the warrants.

Taxation of non-U.S. holders

Sale or other disposition of our common stock and warrants

You generally will not be subject to U.S. federal income tax on gain realized upon a sale or other disposition of common stock unless the shares constitute a United States Real Property Interest, or “USRPI” (which determination generally includes a five-year look-back period), within the meaning of the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA. Shares and warrants to acquire shares of any U.S. corporation are presumed to be a USRPI unless an exception from such status under the FIRPTA rules applies.

Gain arising from a sale or exchange of a non-U.S. holder’s shares of our common stock will generally not be subject to taxation under FIRPTA as a sale of a USRPI if:

	(a)		shares of our common stock are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, such as the NYSE, and

	(b)		the non-U.S. holder owns or owned, actually and constructively, 5% or less of the shares of our common stock throughout the five-year period ending on the date of the sale or exchange.

We expect the shares of our common stock to be regularly traded on an established securities market. Thus, at the time a non-U.S. holder sells or exchanges its shares of our common stock, as long as our shares are regularly traded on an established securities market at that time and the non-U.S. holder does not own, or has not owned during the five-year period ending on the date of the sale or exchange, more than 5% of the shares of our common stock, any gain arising from the sale of the holder’s shares of our common stock generally will not be subject to taxation under FIRPTA as a sale of a USRPI.

If gain on the sale or exchange of a non-U.S. holder’s shares of our common stock is subject to taxation under FIRPTA, the non-U.S. holder will be subject to regular U.S. federal income tax with respect to the gain in the same manner as a U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if at the time of the sale or exchange of shares of our common stock, the shares are not regularly traded on an established securities market, then the purchaser of the shares of our common stock will be required to withhold and remit an amount equal to 10% of the purchase price to the IRS.

Notwithstanding the foregoing, gain from the sale or exchange of shares of our common stock not otherwise subject to taxation under FIRPTA will be taxable to a non-U.S. holder if either (1) the investment in shares of our common stock is treated as effectively connected with the non-U.S. holder’s United States trade or business (and, if a tax treaty applies, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder) or (2) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met.

Distributions

Any distributions made with respect to common stock or a deemed distribution with respect to our common stock will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. You generally will be subject to U.S. federal withholding tax at a 30% rate on the gross amount of such taxable dividend unless:

	•		the dividend is effectively connected with your conduct of a U.S. trade or business (and you provide to the person who otherwise would be required to withhold U.S. tax an IRS Form W-8ECI (or suitable substitute or successor form) to avoid withholding); or

	•		an applicable tax treaty provides for a lower rate of withholding tax (and you certify your entitlement to benefits under the treaty by delivering a properly completed IRS Form W-8BEN) to the person required to withhold U.S. tax.

Except to the extent provided by an applicable tax treaty, a dividend that is effectively connected with the conduct of a U.S. trade or business will be subject to U.S. federal income tax on a net basis at the rates applicable to United States persons generally (and, if you are a corporation, may also be subject to a 30% branch profits tax unless reduced by an applicable tax treaty).

Information reporting and backup withholding

Information returns may be filed with the IRS in connection with distributions on common stock and the proceeds of a sale or other disposition of common stock. A non-exempt U.S. holder may be subject to U.S. backup withholding on these payments if it fails to provide its taxpayer identification number to the withholding agent and comply with certification procedures or otherwise establish an exemption from backup withholding.

A non-U.S. holder may be subject to the U.S. information reporting and backup withholding on these payments unless the non-U.S. holder complies with certification procedures to establish that it is not a United States person. The certification requirements generally will be satisfied if the non-U.S. holder provides the applicable withholding agent with a statement on IRS Form W-8BEN (or suitable substitute or successor form), together with all appropriate attachments, signed under penalties of perjury, stating, among other things, that such non-U.S. holder is not a United States person (within the meaning of the Code). Applicable Treasury regulations provide alternative methods for satisfying this requirement. In addition, the amount of distributions on common stock or warrants paid to a non-U.S. holder, and the amount of any U.S. federal tax withheld there from, must be annually reported to the IRS and the holder. This information may be made available by the IRS under the provisions of an applicable tax treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides.

Payment of the proceeds of the sale or other disposition of common stock to or through a non-U.S. office of a U.S. broker or of a non-U.S. broker with certain specified U.S. connections generally will be subject to information reporting requirements, but not backup withholding, unless the non-U.S. holder certifies under penalties of perjury that it is not a United States person or an exemption otherwise applies. Payments of the proceeds of a sale or other disposition of common stock to or through a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the non-U.S. holder certifies under penalties of perjury that it is not a United States person or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment generally will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

Recently enacted legislation will require, after December 31, 2012, withholding at a rate of 30% on dividends in respect of, and gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Secretary of the Treasury. Non-U.S. holders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

LEGAL MATTERS

Peter F. Riley, our Senior Vice President, Secretary and General Counsel, has passed upon the validity of the common stock underlying the warrants offered hereby on behalf of us.

EXPERTS

The consolidated and combined financial statements of HHC, and certain entities that were transferred from GGP to HHC on November 9, 2010 (the “HHC Businesses”), as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, and the related financial statement schedule incorporated by reference into in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the HHC Businesses’ inclusion of allocations of certain operating expenses from GGP and emergence from bankruptcy on November 9, 2010). Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of TWLDC Holdings, L.P., as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, incorporated by reference in the registration statement to which this prospectus is a part have been audited by BKD, LLP, an independent accounting firm, as stated in their reports appearing herein. Such financial statements are incorporated by reference herein in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-11 with the SEC for the shares of common stock that we are offering in this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov/. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section at the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

You may obtain a copy of any of our filings, at no cost, by writing or telephoning us at:

The Howard Hughes Corporation
One Galleria Tower
13355 Noel Road, Suite 950
Dallas, TX 75240
(214) 741-7744

We also post our SEC filings to our website at http://www.howardhughes.com/. The contents of our website are not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We incorporate by reference in this prospectus the documents listed below, each of which should be considered an important part of this prospectus.

	•		Our 2010 Annual Report on Form 10-K for the year ended December 31, 2010, which we filed on April 8, 2011;

	•		Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, which we filed on May 10, 2011;

	•		Our 2011 Definitive Proxy Statement on Schedule l4A (only those portions incorporated by reference into our 2010 Annual Report on Form 10-K), which we filed on May 2, 2011; and

	•		Our Current Reports on Form 8-K, which we filed on February 3, 2011, March 3, 2011 and April 11, 2011.

Any statement incorporated by reference in this prospectus from an earlier dated document that is inconsistent with a statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus by such statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference herein.

Any person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, Suite 950, Dallas, Texas 75240, telephone (214) 741-7744, on the “Investor Relations” section of our website at http://www.howardhughes.com/ or from the SEC through the SEC’s website at www.sec.gov. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses expected to be incurred by The Howard Hughes Corporation (the “Registrant”) in connection with the registration and distribution of the securities being registered under this registration statement are estimated to be as follows:


SEC Fee	$	14,287
Printing	$	6,000
Legal Fees and Expenses	$	5,000
Accounting Fees and Expenses	$	9,000
Miscellaneous	$	842

Total	$	35,129

ITEM 32. SALES TO SPECIAL PARTIES

See “Related Party Transactions and Certain Relationships” contained in our 2011 Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.

ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES

On July 1, 2010, we issued 1,000 shares to GGP Limited Partnership, our parent company at the time. The shares were issued in a private placement exempt from registration pursuant to 4(2) of the Securities Act.

On November 22, 2010, we entered into warrant agreements with David R. Weinreb, our Chief Executive Officer, and Grant Herlitz, our President and from January 31, 2011 through March 28, 2011, our Interim Chief Financial Officer, in each case prior to his appointment to such position, pursuant to which: (a) Mr. Weinreb purchased a warrant to acquire 2,367,985 shares of Company common stock for a purchase price of $15.0 million in cash; and (b) Mr. Herlitz purchased a warrant to acquire 315,731 shares of Company common stock for a purchase price of $2.0 million in cash, both of which purchase prices were determined to be at the warrants then current fair value. The warrants have an exercise price of $42.23 per share and will, excluding certain specific circumstances, become exercisable in November 2016 and will expire in November 2017. The warrants were issued in a transaction exempt from registration under Section 4(2) of the Securities Act.

On February 25, 2011, the Company also entered into a warrant agreement with Andrew C. Richardson, our Chief Financial Officer effective as of March 28, 2011, prior to his appointment to such position, pursuant to which Mr. Richardson purchased a warrant to acquire 178,971 shares of company common stock for a purchase price of $2.0 million in cash, which purchase price was determined to be at current fair value. The warrant has an exercise price of $54.40 per share and will generally become exercisable in February 2017 and will expire in February 2018. The warrant was issued in a transaction exempt from registration under Section 4(2) of the Securities Act.

ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our amended and restated certificate of incorporation includes provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our amended and restated certificate of incorporation also provides that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. We have entered into indemnification agreements with each of our directors and certain officers. These agreements, among other things, require us to indemnify each director and certain officers to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts reasonably incurred by the director or officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a

II-1

director or executive officer. We also carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is being sought.

ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED

Not applicable.

ITEM 36. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The consolidated and combined financial statements of The Howard Hughes Corporation as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, and the related consolidated and combined financial statement schedule were filed as part of our Annual Report on Form 10-K and are incorporated herein by reference.

We own a 52.5% economic interest in The Woodlands Partnerships. We have included as an exhibit to our Annual Report on Form 10-K and incorporated herein by reference the consolidated financial statements of TWLDC Holdings, L.P., as such partnership, either through majority ownership or as primary beneficiary of variable interest entities, consolidates all of The Woodlands Partnerships, and the operations of The Woodlands Partnerships are significant to our operations for the fiscal year ending December 31, 2010. The Woodlands Partnerships include the venture developing the master planned community known as The Woodlands (whose operations are in the Master Planned Communities segment) and also hold the beneficial interests in other commercial real estate within the Woodlands community, including the conference center, all located near Houston, Texas. The remaining 47.5% economic interest in The Woodlands Partnerships is owned by Morgan Stanley Real Estate Fund, L.P. which provides all the management services for The Woodlands Partnerships.

(b) The exhibits listed below in the “Exhibit Index” are part of this registration statement and are numbered in accordance with Item 601 of Regulation S-K.

Exhibit Index


Exhibit No.			Description of Exhibit
	2.1		Separation Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	3.1		Amended and Restated Certificate of Incorporation of The Howard Hughes Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	3.2		Amended and Restated Bylaws of The Howard Hughes Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	5.1	**	Opinion of Peter F. Riley, Senior Vice President, Secretary and General Counsel of The Howard Hughes Corporation, as to the validity of the securities being registered.

	10.1		Transition Services Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

II-2


Exhibit No.		Description of Exhibit
	10.2	Reverse Transition Services Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.3	Employee Matters Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.4	Employee Leasing Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.5	Tax Matters Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.6	Surety Bond Indemnity Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.7	Form of indemnification agreement for directors and certain executive officers of The Howard Hughes Corporation (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.8	Warrant Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.9	Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Brookfield Retail Holdings LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.10	Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and The Fairholme Fund and Fairholme Focused Income Fund (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.11	Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.12	Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and M.B. Capital Partners, M.B. Capital Partners III and M.B. Capital Units LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.13	Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-D LLC, Brookfield Retail Holdings V LP and Brookfield US Retail Holdings LLC (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.14	Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and The Fairholme Fund and Fairholme Focused Income Fund (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.15	Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P., and Blackstone GGP Principal Transaction Partners L.P. (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

II-3


Exhibit No.			Description of Exhibit
	10.16		Management Services Agreement, dated August 6, 2010, between The Howard Hughes Corporation and Brookfield Advisors LP (incorporated by reference to Exhibit 10.4 to the Company’s Form 10, filed October 7, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.17	*	The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.18	*	Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K, filed on April 8, 2011)

	10.19	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Adam S. Metz (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.20	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Thomas Nolan Jr. (in his capacity as a director) (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.21	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Thomas Nolan Jr. (in his capacity as an employee) (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.22	*	Employment Agreement, dated as of November 22, 2010, between The Howard Hughes Corporation and David R. Weinreb (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.23	*	Warrant Purchase Agreement, dated November 22, 2010, between The Howard Hughes Corporation and David R. Weinreb (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.24	*	Employment Agreement, dated as of November 22, 2010, between The Howard Hughes Corporation and Grant Herlitz (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.25	*	Warrant Purchase Agreement, dated November 22, 2010, between The Howard Hughes Corporation and Grant Herlitz (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.26	*	Warrant Purchase Agreement, dated February 25, 2011, between The Howard Hughes Corporation and Andrew C. Richardson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 3, 2011)

	10.27	*	Employment Agreement, dated as of February 25, 2011, between The Howard Hughes Corporation and Andrew C. Richardson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed March 3 2011)

	10.28	**	Standstill Agreement, dated as of November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P.

	21.1		List of Subsidiaries (incorporated by reference to the Company’s Annual Report on Form 10-K, filed April 8, 2011)

II-4


Exhibit No.			Description of Exhibit
	23.1	**	Consent of Deloitte & Touche LLP

	23.2	**	Consent of BKD, LLP

	24.1	**	Power of Attorney

	99.1		TWLDC Holdings, L.P. Consolidated Financial Statements and Independent Accountant’s Report (incorporated by reference to the Company’s Annual Report on Form 10-K, filed April 8, 2011)


*		Management contract, compensatory plan or arrangement

**		Filed herewith

II-5

ITEM 37. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2)		That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)		That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

If the registrant is relying on Rule 430B:

	(A)		Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(B)		Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement

II-6

or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(1)		For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

	(2)		For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on May 18, 2011.


THE HOWARD HUGHES CORPORATION
By:	/s/ David R. Weinreb
	Name:	David R. Weinreb
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities as indicated on May 18, 2011.


Signature		Title

*		Chairman of The Board of Directors

William Ackman

/s/ David R. Weinreb		Director and Chief Executive Officer

David R. Weinreb		(Principal Executive Officer)

*		Chief Financial Officer

Andrew C. Richardson		(Principal Financial and Accounting Officer)

*		Director

David Arthur

*		Director

Adam Flatto

*		Director

Jeffrey Furber

*		Director

Gary Krow

*		Director

Allen Model

*		Director

R. Scot Sellers

*		Director

Steven Shepsman

David R. Weinreb, by signing his name hereto, does hereby sign and execute this registration statement on behalf of the above-named directors and officers of The Howard Hughes Corporation, on this 18th day of May, 2011, pursuant to powers of attorney executed on behalf of such director and/or officer, and contemporaneously filed with the Securities and Exchange Commission.


*By		/s/ David R. Weinreb
		David R. Weinreb
		Attorney-in-fact

II-8

Exhibit Index


Exhibit No.			Description of Exhibit
	2.1		Separation Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	3.1		Amended and Restated Certificate of Incorporation of The Howard Hughes Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	3.2		Amended and Restated Bylaws of The Howard Hughes Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	5.1	**	Opinion of Peter F. Riley, Senior Vice President, Secretary and General Counsel of The Howard Hughes Corporation, as to the validity of the securities being registered.

	10.1		Transition Services Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.2		Reverse Transition Services Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.3		Employee Matters Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.4		Employee Leasing Agreement, dated November 9, 2010, between The Howard Hughes Corporation, GGP Limited Partnership and General Growth Management, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.5		Tax Matters Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.6		Surety Bond Indemnity Agreement, dated November 9, 2010, between The Howard Hughes Corporation and General Growth Properties, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.7		Form of indemnification agreement for directors and certain executive officers of The Howard Hughes Corporation (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.8		Warrant Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.9		Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Brookfield Retail Holdings LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.10		Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and The Fairholme Fund and Fairholme Focused Income Fund (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.11		Letter Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.12		Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and M.B. Capital Partners, M.B. Capital Partners III and M.B. Capital Units LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

II-9


Exhibit No.			Description of Exhibit
	10.13		Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-D LLC, Brookfield Retail Holdings V LP and Brookfield US Retail Holdings LLC (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.14		Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and The Fairholme Fund and Fairholme Focused Income Fund (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.15		Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P., and Blackstone GGP Principal Transaction Partners L.P. (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.16		Management Services Agreement, dated August 6, 2010, between The Howard Hughes Corporation and Brookfield Advisors LP (incorporated by reference to Exhibit 10.4 to the Company’s Form 10, filed October 7, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.17	*	The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed November 12, 2010)

	10.18	*	Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2010 Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K, filed on April 8, 2011)

	10.19	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Adam S. Metz (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.20	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Thomas Nolan Jr. (in his capacity as a director) (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.21	*	Non-Qualified Stock Option Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Thomas Nolan Jr. (in his capacity as an employee) (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed November 12, 2010), which agreement is no longer in effect, but is filed as an exhibit to this registration statement on Form S-11/A in accordance with Item 601(b)(10) of Regulation S-K

	10.22	*	Employment Agreement, dated as of November 22, 2010, between The Howard Hughes Corporation and David R. Weinreb (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.23	*	Warrant Purchase Agreement, dated November 22, 2010, between The Howard Hughes Corporation and David R. Weinreb (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.24	*	Employment Agreement, dated as of November 22, 2010, between The Howard Hughes Corporation and Grant Herlitz (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

II-10


Exhibit No.			Description of Exhibit
	10.25	*	Warrant Purchase Agreement, dated November 22, 2010, between The Howard Hughes Corporation and Grant Herlitz (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 29, 2010)

	10.26	*	Warrant Purchase Agreement, dated February 25, 2011, between The Howard Hughes Corporation and Andrew C. Richardson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 3, 2011)

	10.27	*	Employment Agreement, dated as of February 25, 2011, between The Howard Hughes Corporation and Andrew C. Richardson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed March 3 2011)

	10.28	**	Standstill Agreement, dated as of November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P.

	21.1		List of Subsidiaries (incorporated by reference to the Company’s Annual Report on Form 10-K, filed April 8, 2011)

	23.1	**	Consent of Deloitte & Touche LLP

	23.2	**	Consent of BKD, LLP

	24.1	**	Power of Attorney

	99.1		TWLDC Holdings, L.P. Consolidated Financial Statements and Independent Accountant’s Report (incorporated by reference to the Company’s Annual Report on Form 10-K, filed April 8, 2011)


*		Management contract, compensatory plan or arrangement

**		Filed herewith

II-11

EX-5.1 2 d82244exv5w1.htm EX-5.1 exv5w1

Exhibit 5.1


The Howard Hughes Corporation	T 214.741.7744	Peter F. Riley
Corporate Office	F 214.741.3021	Senior Vice President,
One Galleria Tower	peter.riley@howardhughes.com	Secretary & General
Suite 950		Counsel
13355 Noel Road
Dallas, TX 75240

May 18, 2011

The Howard Hughes Corporation
One Galleria Tower
13355 Noel Road, Suite 950
Dallas, TX 75240


Re:		Registration on Form S-11 of 2,862,687 Shares of Common Stock Underlying Warrants Issued by The Howard Hughes Corporation

Ladies and Gentlemen:

I, in my capacity as General Counsel of The Howard Hughes Corporation, a Delaware corporation (the “Company”), have acted as counsel for the Company in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 2,862,687 shares (the “Shares”) of common stock, par value $0.01 per share, that may be issued upon exercise of warrants (the “Warrants”) purchased by David R. Weinreb, Grant D. Herlitz and Andrew C. Richardson. In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to further limitations, qualification and assumptions set forth herein, I am of the opinion that the Shares that may be issued upon exercise of the Warrants have been authorized by all necessary corporate actions and will be, when issued, validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, as currently in effect. I express no opinion with respect to any other law of the State of Delaware or the laws of any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Company to issue the Shares upon exercise of the Warrants will be in full force and effect at all times at which such Shares are issued, and the Company will take no action inconsistent with such resolutions.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-11 filed by the Company to effect registration of the Shares to be issued or delivered and sold. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act of the rules and regulation of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

/s/ Peter F. Riley

EX-10.28 3 d82244exv10w28.htm EX-10.28 exv10w28

Exhibit 10.28

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is dated as of November 9, 2010 (the “Effective Date”), by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, and PSRH, Inc., a Cayman Islands corporation (collectively, except PSCM, “Investor”).

WHEREAS, Investor has entered into that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (the “Investment Agreement”), that contemplates, among other things, the purchase by Investor of shares of Common Stock subject to the terms and conditions contained therein;

WHEREAS, the transactions contemplated by the Investment Agreement are intended to assist General Growth Properties, Inc. (“GGP”) in its plans to recapitalize and emerge from bankruptcy and is not intended to constitute a change of control of GGP or the Company or otherwise give Investor the power to control the business and affairs of GGP or the Company;

WHEREAS, as a material condition to GGP’s and Investor’s obligations to consummate the transactions contemplated by the Investment Agreement, the Company and Investor have agreed to execute this Agreement; and

WHEREAS, certain terms used in this Agreement are defined in Section 4.1.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

COMPANY RELATED PRINCIPLES

SECTION 1.1 Board of Directors. So long as Investor and the Investor Parties, collectively, shall Beneficially Own more than ten percent (10%) of the outstanding shares of Common Stock, none of Investor or the Investor Parties shall take any action that is inconsistent with its support for the following corporate governance principles:

(a) A majority of the members of the Board shall be Independent Directors, where “Independent Director” means a director who satisfies all standards for independence promulgated by the New York Stock Exchange (or the applicable exchange where shares of Common Stock are then listed);

(b) the Board shall have a nominating committee, a majority of which shall be Disinterested Directors;

(c) except as regards voting to elect the Purchaser GGO Board Designees (as such term is defined in the Investment Agreement), in connection with any stockholder meeting or consent solicitation relating to the election of members of the Board, if Investor and the Investor Parties, collectively, Beneficially Own a number of shares of Common Stock greater than 10% of the shares of Common Stock outstanding as of the applicable record date, then Investor shall, and shall cause the other Investor Parties to, vote in such election of members of the Board all shares of Common Stock that are Beneficially Owned by the Investor and the Investor Parties in excess of such number of shares of Common Stock in proportion to the Votes Cast;

(d) the Board shall consist of nine (9) members and not be increased or reduced, unless approved by seventy-five percent (75%) of the Board;

(e) any Change in Control (other than a transaction contemplated by Section 2.1(b)(ii)) in which a Large Stockholder or its controlled Affiliate is the acquiror or part of the acquiror group or is proposed to be directly or indirectly combined with the Company must be approved by a majority of the Disinterested Directors as if it were a Company Transaction involving such Large Stockholder and by a majority of the voting power of the stockholders (other than such Large Stockholder or its controlled Affiliates); and

(f) any Change in Control (other than a transaction contemplated by Section 2.2(b)(v)) in which any Large Stockholder or its controlled Affiliate receives per share consideration in its capacity as a stockholder of the Company in excess of that to be received by other stockholders, must be approved by a majority of the Disinterested Directors as if it were a Company Transaction involving such Large Stockholder and by a majority of the voting power of the stockholders (other than such Large Stockholder or its controlled Affiliates).

The Company shall not waive any provisions similar to Sections 1.1(c), (e) or (f) above for any Large Stockholder under any other agreement unless the Company grants a similar waiver under this Agreement.

SECTION 1.2 Voting.

(a) Subject to Sections 1.1(c), (e) and (f), in connection with any matter being voted on at a stockholder meeting or in a consent solicitation that the Board has recommended that the stockholders of the Company approve, Investor and the other Investor Parties may vote the shares of Common Stock that they Beneficially Own against or in favor of such matter, in their sole and absolute discretion.

(b) Subject to Sections 1.1(c), (e) and (f), in connection with any matter being voted on at a stockholder meeting or in a consent solicitation that the Board has recommended that the stockholders of the Company not approve, Investor and the other Investor Parties may vote the shares of Common Stock that they Beneficially Own:

(i) against such matter; or

(ii) in favor of such matter; provided, however, that if Investor and the other Investor Parties (taken as a whole) Beneficially Own shares of Common Stock that

represent more than the Voting Cap of the then-outstanding Common Stock, then, with respect to the shares that account for the excess over the Voting Cap, Investor shall, and shall cause the other Investor Parties to, vote in proportion to the Votes Cast.

SECTION 1.3 Related Party Transactions.

(a) Without the approval of a majority of the Disinterested Directors, Investor shall not, and shall not permit any of the Investor Parties to, engage in any Company Transaction. “Company Transaction” means (i) any transaction or series of related transactions, directly or indirectly, between the Company or any Subsidiary of the Company, on the one hand, and any of the Investor Parties, on the other hand, or (ii) with respect to the purchase or sale of Common Stock by any of the Investor Parties, any waiver of any limitation or restriction with respect to such purchase or sale in the Charter or the Transaction Documents, including any exemption from the provisions of Article XV of the Charter; provided, however, that none of the following shall constitute a Company Transaction:

(i) transactions expressly contemplated in the Transaction Documents;

(ii) customary compensation arrangements (whether in the form of cash or equity awards), expense reimbursement, director insurance coverage and/or indemnification arrangements (and related advancement of expenses) in each case for Board designees, or any use by such persons, for Company business purposes, of aircraft, vehicles, property, equipment or other assets owned or customarily provided to members of the Board by the Company or any of its Subsidiaries;

(iii) any transaction or series of transactions if the same is in the Ordinary Course of Business and does not involve payments by the Company in excess of $5,000,000 in the aggregate for such transaction or series of transactions; and

(iv) any transaction among the Company and/or its Subsidiaries and General Growth Properties, Inc. and/or its Subsidiaries.

(b) Following the Closing (as such term is defined in the Investment Agreement), any decisions by the Company regarding material amendments or modifications of the Plan (as such term is defined in the Investment Agreement) or waivers of the Company’s material rights under the Plan, shall require the approval of the majority of Disinterested Directors to the extent such amendment, modification or waiver relates to any Investor Party’s rights or obligations.

SECTION 1.4 No Other Voting Restrictions. For the avoidance of doubt, except as restricted herein or by applicable Law, Investor and the other Investor Parties may vote the Common Stock that they Beneficially Own in their sole and absolute discretion.

SECTION 1.5 Amendment of the Charter. The Company hereby agrees that following the Closing Date, without the consent of Investor, the Company shall not amend (or propose to amend) the provisions of the Charter in a manner that would change the applicable threshold in the definition of Substantial Holder in the Charter to a level other than 4.99%.

ARTICLE II

INVESTOR RELATED COVENANTS

SECTION 2.1 Ownership Limitations.

(a) Except as provided in Section 2.1(b), Investor agrees that it (together with the other Investor Parties) shall not acquire Economic Ownership of shares of Common Stock that would result in the Investor Parties in the aggregate Economically Owning a percentage of the then-outstanding Common Stock on a Fully Diluted Basis that is greater than the Ownership Cap. For the avoidance of doubt, no Person shall be in violation of this Section 2.1 as a result of (i) any acquisition by the Company of any Common Stock; (ii) any change in the percentage of the Investor Parties’ Economic Ownership of Common Stock that results from a change in the aggregate number of shares of Common Stock outstanding; or (iii) any change in the number of shares of Common Stock Economically Owned by the Investor Parties as a result of any anti-dilution adjustments to any Equity Securities (as defined in the Investment Agreement) Economically Owned by any Investor Party.

(b) Notwithstanding Section 2.1(a), any of the Investor Parties may acquire Economic Ownership of shares of Common Stock that would result in the Investor Parties (taken as a whole) having Economic Ownership of a percentage of the then-outstanding Common Stock on a Fully Diluted Basis that is greater than the Ownership Cap under any of the following circumstances:

(i) acquisitions of shares pursuant to any pro rata stock dividend or stock distribution effected by the Company and approved by a majority of the Independent Directors; or

(ii) if such acquisition is pursuant to a tender offer or exchange offer, in each case that includes an offer for all outstanding shares of Common Stock owned by the Target Stockholders, or a merger, consolidation, binding share exchange or similar transaction pursuant to an agreement with the Company, so long as in each case (A) such offer, merger, consolidation, binding share exchange or similar transaction is approved by a majority of the Disinterested Directors or by a special committee comprised of Disinterested Directors (such tender offer or exchange offer, an “Approved Offer”, and such merger, consolidation, binding share exchange or similar transaction, an “Approved Merger”), and (B) in any such Approved Offer, a majority of the Target Shares are tendered into such Approved Offer and not withdrawn prior to the final expiration of such Approved Offer, or in such Approved Merger, a majority of the Target Shares that are voted (in person or by proxy) on the related transaction proposal are voted in favor of such proposal. As used in this Section 2.1(b)(ii): “Target Shares” means the then-outstanding shares of Common Stock not owned by the Investor Parties; and “Target Stockholders” means the stockholders of the Company other than the Investor Parties.

(c) The limitation set forth in Section 2.1(a) may only be waived by the Company if a majority of the Disinterested Directors consent thereto.

SECTION 2.2 Transfer Restrictions.

(a) Subject to Section 2.2(b), unless approved by a majority of the Independent Directors, Investor shall not, and shall not permit any of the Investor Parties to, sell or otherwise transfer or agree to transfer (each of the foregoing, a “Transfer”), directly or indirectly, any shares of Common Stock that are held directly or indirectly by Investor or any of the other Investor Parties if, immediately after giving effect to such Transfer, the Person that acquires such Common Stock (other than any underwriter acting in such capacity in an underwritten public offering of such shares) would, together with its Affiliates, to the actual knowledge (“Knowledge”) of the transferor Beneficially Own more than ten percent (10%) of the then-outstanding Common Stock. A transferor shall be deemed to have Knowledge of any transferee’s Beneficial Ownership of Common Stock if the transferor has actual knowledge of the identity of the transferee and such Beneficial Ownership has been, at the time of the agreement to transfer, publicly disclosed in accordance with Section 13 of the Exchange Act.

(b) The limitations in Section 2.2(a) shall not apply, and any Investor Party may Transfer freely:

(i) to any Person (including any Affiliate of Investor) if such Person has executed and delivered to the Company a Transferee Agreement (as defined below);

(ii) to one or more underwriters or initial purchasers acting in their capacity as such in a manner not intended to circumvent the restrictions contained in Section 2.2(a);

(iii) in a sale in the public market, in accordance with Rule 144, including the volume and manner of sale limitations set forth therein;

(iv) in any Merger Transaction (other than a transaction contemplated by Section 2.2(b)(v) below) or transaction contemplated by clause (iii) of the definition of Change of Control (A) in which (in either case) no Investor Party is the acquiror or part of the acquiring group or is proposed to be combined with the Company and (B) that has been approved by the Board and a majority of the stockholders (it being understood that this clause (iv) does not affect the agreement of the parties under Sections 1.1(e) and (f));

(v) in connection with a tender or exchange offer that (A) is not solicited by any Investor Party (unless such transaction was approved in accordance with Section 2.1(b)(ii)) and in which all holders of Common Stock are offered the opportunity to sell shares of Common Stock and (B) complies with applicable securities laws, including Rule 14d-10 promulgated under the Exchange Act; and

(vi) in connection with any bona fide mortgage, encumbrance, pledge or hypothecation of capital stock to a financial institution in connection with any bona fide loan.

(c) No Transfer under Section 2.2(b)(i) shall be valid unless and until a Transferee Agreement has been executed by the Transferee and delivered to the Company. For the purpose of this Agreement a “Transferee Agreement” executed by a Transferee means an

agreement substantially in the form of this Agreement or in such other form as is reasonably satisfactory to the Company except that:

(i) notwithstanding Section 1.1(c), in connection with any stockholder meeting or consent solicitation relating to the election of members of the Board, such Transferee may vote the shares of Common Stock that it Beneficially Owns in favor of one director candidate in its sole and absolute discretion and regarding any other director candidates in such election must vote in proportion to Votes Cast;

(ii) “Investor” shall be defined to mean such Transferee;

(iii) “Ownership Cap” shall be defined to mean the lower of (x) forty percent (40%) and (y) the sum of five percent (5%) and the percentage of the outstanding Common Stock on a Fully Diluted Basis that the Transferee Economically Owns as of the date of (and after giving effect to) such Transfer;

(iv) “Voting Cap” shall be defined to mean the lower of (x) thirty percent (30%) and (y) the sum of five percent (5%) and the percentage of the outstanding Common Stock on a Fully Diluted Basis that the Transferee Beneficially Owns as of the date of (and after giving effect to) such Transfer; and

(v) any obligation on the part of Investor hereunder to cause the Investor Parties to take any action or refrain from taking any action shall only apply to the Investor Parties controlled by the Transferee and the Transferee Agreement shall provide that the Transferee shall use all reasonable efforts to cause Affiliates that the Transferee does not control to take or refrain from taking the action that it is otherwise required to cause under this Agreement.

SECTION 2.3 Purchaser GGO Board Designees.

(a) Notwithstanding anything contained herein to the contrary, the provisions in Article I (collectively, the “Specified Provisions”) shall be suspended and shall not apply in the event that the Purchaser GGO Board Designees (as defined in the Investor Letter Agreement) that Investor is entitled to designate under the terms of Section 2 of the Investor Letter Agreement are not elected at a stockholders’ meeting at which the stockholders voted on the election of such Purchaser GGO Board Designees (any such period, a “Suspension Period”); provided, however, that this Section 2.3(a) shall apply only if Investor has complied with its obligations under Section 2 of the Investor Letter Agreement, including Investor’s timely designation of Purchaser GGO Board Designees. No Suspension Period shall be deemed to occur during any reasonable period of time during which a Purchaser GGO Board Designee is being replaced upon the death, resignation, retirement, disqualification or removal from office of such Purchaser GGO Board Designee. Any Suspension Period shall end upon the election of the Purchaser GGO Board Designees that Investor is entitled to designate under the terms of Section 2 of the Investor Letter Agreement. At all times other than during a Suspension Period, the Specified Provisions shall apply in full force and effect.

(b) Notwithstanding anything contained herein or in the Investment Agreement, no Person that acquires Common Stock from the Investor Parties or from any other

Person shall have any rights of Investor under Section 2 of the Investor Letter Agreement with respect to the designation of members of the Board.

ARTICLE III

TERMINATION

SECTION 3.1 Termination of Agreement. This Agreement may be terminated as follows (the date of such termination, the “Termination Date”)

(a) if Investor and the Company mutually agree to terminate this Agreement, but only if the Disinterested Directors have approved such termination;

(b) upon five (5) days notice by Investor, at any time after (i) the Other Stockholders Beneficially Own more than seventy percent (70%) of the then-outstanding Common Stock and (ii) the Investor Parties Beneficially Own less than fifteen percent (15%) of the then-outstanding Common Stock on a Fully Diluted Basis;

(c) without any further action by the parties hereto, if Investor and the Investor Parties Beneficially Own less than ten percent (10%) of the then-outstanding Common Stock on a Fully Diluted Basis;

(d) without any other action by the parties hereto, upon the consummation of a Change of Control not involving Investor or any Investor Party as a purchaser of any direct or indirect interest in the Company or any of its assets or properties; provided that the Investor Parties shall not have violated this Agreement in connection with any transaction under this clause; and

(e) without any other action by the parties hereto, upon the consummation of: (i) a sale of all or substantially all of the assets the Company and its Subsidiaries (determined on a consolidated basis), in one transaction or series of related transactions; or (ii) the acquisition (by purchase, merger or otherwise) by any Person or Group of Beneficial Ownership of voting securities of the Company entitling such Person or Group to exercise ninety percent (90%) or more of the total voting power of all outstanding securities entitled to vote generally in elections of directors of the Company; provided that the Investor Parties shall not have violated this Agreement in connection with any transaction under the preceding clauses (i) and (ii).

SECTION 3.2 Procedure upon Termination. In the event of termination pursuant to Section 3.1, this Agreement shall terminate on the Termination Date without further action by Investor and the Company.

SECTION 3.3 Effect of Termination. In the event that this Agreement is validly terminated as provided in this Article III, then each of the parties hereto shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the other party; provided, however, that Article V shall survive any such termination and shall be enforceable hereunder; provided further, however, that

nothing in this Section 3.3 shall relieve any party hereto of any liability for a breach of a representation, warranty or covenant in this Agreement prior to the Termination Date.

ARTICLE IV

DEFINITIONS

SECTION 4.1 Defined Terms. For purposes of this Agreement, the following terms, when used in this Agreement with initial capital letters, shall have the respective meanings set forth in this Agreement:

(a) “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this Agreement, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

(b) “Beneficial Ownership” by a Person of any securities means “beneficial ownership” as used for purposes of Rule 13d-3 adopted by the SEC under the Exchange Act; provided, however, to the extent the term “Beneficial Ownership” is used in connection with any obligation on the part of an Investor Party to vote, or direct the vote, of shares of Common Stock, “ Beneficial Ownership” by a Person of any securities shall be deemed to refer solely to those securities with respect to which such Person possesses the power to vote or direct the vote. The term “Beneficially Own” shall have a correlative meaning.

(d) “Business Day” means any day other than (i) a Saturday, (ii) a Sunday, or (iii) any day on which commercial banks in New York, New York are required or authorized to close by law or executive order.

(e) “Change of Control” means any transaction involving (i) a Merger Transaction, (ii) a sale of all or substantially all of the assets the Company and its Subsidiaries (determined on a consolidated basis), in one transaction or series of related transactions, or (iii) the consolidation, merger, amalgamation, reorganization (other than pursuant to the Plan contemplated by the Investment Agreement) of the Company or a similar transaction in which the Company is combined with another Person, unless shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company remain unchanged or are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration Public Stock and the Persons or Group who beneficially own the outstanding Common Stock of the Company immediately before consummation of the transaction beneficially own more than 50% (by voting power) of the outstanding voting stock of the combined or surviving entity or new parent immediately thereafter.

(f) “Charter” means the Amended and Restated Certificate of Incorporation of the Company effective as of the date hereof.

(g) “Common Stock” means the common stock, par value $0.01 per share, of the Company, as authorized by the Charter as of the Effective Date, and any successor security as provided by Section 5.11.

(h) “Disinterested Director” means (i) with respect to a Company Transaction or potential Company Transaction, a director who (A) is not Affiliated with, and was not nominated by, any Investor Party that is a participant in such transaction or potential transaction and (B) who has no personal financial interest in the transaction (other than the same interest, if a stockholder of the Company, as the other stockholders of the Company) and (ii) with respect to any matter other than a Company Transaction, a director who is not Affiliated with, and was not nominated by, any Investor Party.

(i) “Economic Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has (i) “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act or (ii) economic interest in such security as a result of any cash-settled total return swap transaction or any other swap, other derivative or “synthetic” ownership arrangement (in which case the number of securities with respect to which such Person has Economic Ownership shall be determined by the Company in it reasonable judgment based on such Person’s equivalent net long position); provided, however, that for purposes of determining Economic Ownership, a Person shall be deemed to be the Economic Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the giving of notice or the passage of time, including the giving of notice or the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), in each case, without duplication of any securities included pursuant to sub-clauses (i) or (ii) above. For purposes of this Agreement, a Person shall be deemed to be the Economic Owner of any securities Economically Owned by any Group of which such Person is or becomes a member. The term “Economically Own” shall have a correlative meaning.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same may be amended and shall be in effect from time to time.

(k) “Fair Market Value” means, with respect to each share of Public Stock, the average of the daily volume weighted average prices per share of such Public Stock for the ten consecutive trading days immediately preceding the day as of which Fair Market Value is being determined, as reported on the New York Stock Exchange, or if such shares are not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which such shares are then listed or

quoted; provided, however, that in the absence of such listing or quotations, the Fair Market Value of such shares shall be the fair market value per share as determined by an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming such shares are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

(l) “Fully Diluted Basis” means all outstanding shares of the Common Stock assuming the exercise of all outstanding Share Equivalents, without regard to any restrictions or conditions with respect to the exercisability of such Share Equivalents.

(m) “Governmental Entity” means any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, court or tribunal, or other entity), (iv) multinational organization or body or (v) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature or any other self-regulatory organizations.

(n) “Group” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder.

(o) “Independent Financial Expert” means a nationally recognized financial advisory firm approved by a majority of the Disinterested Directors.

(p) “Investor Investment Advisor” means any independently operated business unit of any Affiliate of Investor that holds shares of Common Stock (i) in trust for the benefit of persons other than any Investor Party, (ii) in mutual funds, open- or closed-end investment funds or other pooled investment vehicles sponsored, managed or advised or subadvised by such Investor Investment Advisor, (iii) as agent and not principal, or (iv) in any other case where such Investor Investment Advisor is disaggregated from Investor for the purposes of Section 13(d) of the Exchange Act; provided, however, that (A) in each case, such shares of Common Stock were acquired in the ordinary course of business of the Investor Investment Advisor’s respective investment management or securities business and not with the intent or purpose on the part of Investor or the Investor Parties of influencing control of the Company or avoiding the provisions of this Agreement and (B) where appropriate, “Chinese walls” or other informational barriers and other procedures have been established. For avoidance of doubt, for purposes of this Agreement shares of Common Stock held by an Investor Investment Advisor shall not be deemed to be Beneficially Owned by Investor or the Investor Parties.

(q) “Investor Letter Agreement” means that certain letter agreement, dated as of the date hereof, between the Company and Investor, with respect to, among other things, the Purchaser GGO Board Designees (as defined therein).

(r) “Investor Parties” means Investor and its Affiliates; provided, however, that none of the Company, any Subsidiary of the Company or any Investor Investment Advisor shall be deemed to be an Investor Party.

(s) “Large Stockholder” means a Person that is the Beneficial Owner of more than ten percent (10%) of the outstanding shares of Common Stock on a Fully Diluted Basis.

(t) “Law” means any statutes, laws (including common law), rules, ordinances, regulations, codes, orders, judgments, decisions, injunctions, writs, decrees, applicable to the Company, Common Stock or Investor Parties.

(u) “Merger Transaction” means any transaction involving the acquisition (by purchase, merger or otherwise) by any Person or Group of Beneficial Ownership of voting securities of the Company entitling such Person or Group to exercise a majority of the total voting power of all outstanding securities entitled to vote generally in elections of directors of the Company.

(v) “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the business of the Company consistent with past practice.

(w) “Other Stockholder” means, as of the date of the action in question, any Person not Affiliated with Brookfield Asset Management, Inc., Fairholme Capital Management LLC, Pershing Capital Management L.P., any of transferee who is a party to a Transferee Agreement or any of their respective Affiliates.

(x) “Ownership Cap” means forty percent (40%).

(y) “Person” means an individual, a group (including a “group” under Section 13(d) of the Exchange Act), a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof.

(z) “Public Stock” means common stock listed on a recognized U.S. national securities exchange with an aggregate market capitalization (held by non-Affiliates of the issuer) in excess of $1 billion in Fair Market Value.

(aa) “Rule 144” means Rule 144 promulgated by the SEC under the Securities Act, or any successor rule or regulation hereafter adopted by the SEC, as the same may be amended and shall be in effect from time to time.

(bb) “SEC” means the Securities and Exchange Commission or any other federal agency then administering the Exchange Act, the Securities Act and other federal securities laws.

(cc) “Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same may be amended and shall be in effect from time to time.

(dd) “Share Equivalent” means any stock, warrants, rights, calls, options or other securities exchangeable or exercisable for, or convertible into, shares of Common Stock.

(ee) “Subsidiary” means, with respect to a Person, any corporation, limited liability company, partnership, trust or other entity of which such Person owns (either alone, directly, or indirectly through, or together with, one or more of its Subsidiaries) 50% or more of the equity interests the holder of which is generally entitled to vote for the election of the board of directors or governing body of such corporation, limited liability company, partnership, trust or other entity.

(ff) “Transaction Documents” means, individually or collectively, the Investment Agreement or the Warrant.

(gg) “Transferee” means any proposed transferee of securities pursuant to Sections 2.2(b)(i) or 2.2(b)(vi).

(hh) “Votes Cast” means the aggregate number of shares of Common Stock that are properly voted for or against any action to be taken by stockholders, excluding any shares if the holder of such shares is contractually required to vote in proportion of the total number of votes cast pursuant to this Agreement or any Transferee Agreement executed hereunder.

(ii) “Voting Cap” means 30%.

(jj) “Warrant Agreement” means that certain Warrant Agreement, dated as of the date hereof, by and between the Company and Mellon Investor Services LLC.

(kk) “Warrants” means the GGO Warrants (as defined in the Investment Agreement).

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given if given in the manner, and be deemed given at times, as follows: (a) on the date delivered, if personally delivered; (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission; or (c) on the next Business Day after being sent by recognized overnight mail service specifying next business day delivery, in each case with delivery charges pre-paid and addressed to the following addresses:

If to Investor, to:


		Pershing Square Capital Management, L.P.
		888 Seventh Avenue, 42nd Floor
		New York, New York 10019
		Attention:		William A. Ackman
				Roy J. Katzovicz
		Facsimile:		(212) 286-1133

		with a copy (which shall not constitute notice) to:

		Sullivan & Cromwell LLP
		125 Broad Street
		New York, New York 10004
		Attention:		Andrew G. Dietderich, Esq.
				Alan J. Sinsheimer, Esq.
		Facsimile:		(212) 558-3588

If to Company, to:


		The Howard Hughes Corporation
		13355 Noel Road, Suite 950
		Dallas, TX 75240
		Attention:		General Counsel
		Facsimile:		(214) 741-3021

		with copies (which shall not constitute notice) to:

		Weil, Gotshal & Manges LLP
		767 Fifth Avenue
		New York, NY 10153
		Attention:		Frederick S. Green, Esq.
				Malcolm E. Landau, Esq.
		Facsimile:		(212) 310-8007

		Jones Day
		2727 N. Harwood St.
		Dallas, Texas 75201
		Attention:		James E. O’Bannon
		Facsimile:		(214) 969-5100

SECTION 5.2 Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any party without the prior written consent of the other party. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not

confer upon any person other than the parties hereto any rights or remedies under this Agreement.

SECTION 5.3 Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties hereto with respect to the subject matter of this Agreement.

SECTION 5.4 Governing Law; Venue. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. BOTH PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, DELAWARE AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

SECTION 5.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto, and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

SECTION 5.6 Expenses. Except as otherwise provided in this Agreement, Investor and the Company shall each bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

SECTION 5.7 Waivers and Amendments. Subject to Section 5.2, this Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by Investor and the Company (with the approval of a majority of the Disinterested Directors) or, in the case of a waiver, by the party waiving compliance, and subject, to the extent required, to the approval of the Bankruptcy Court. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

SECTION 5.8 Construction.

(a) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

(b) Unless the context otherwise requires, as used in this Agreement: (i) “or” shall mean “and/or”; (ii) “including” and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice versa; (iv) references to “written” or “in writing” include in visual electronic form; (v) words of one gender shall be construed to apply to each gender; and (vi) the terms “Article” and “Section” refer to the specified Article or Section of this Agreement.

SECTION 5.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 5.10 Equitable Relief. It is hereby acknowledged that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed fully by the parties hereto in accordance with the terms specified herein, and that monetary damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto relying hereon in the event that the undertakings and provisions contained in this Agreement were breached or violated. Accordingly, each party hereto hereby agrees that each other party hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of the undertakings and provisions hereof and to enforce specifically the undertakings and provisions hereof in any court of the United States or any state having jurisdiction over the matter; it being understood that such remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

SECTION 5.11 Successor Securities. The provisions of this Agreement pertaining to shares of Common Stock shall apply to all shares of Common Stock Beneficially Owned by any Investor Party and any voting equity securities of the Company, regardless of class, series, designation or par value, that are issued as a dividend on or in any other distribution in respect of, or as a result of a reclassification (including a change in par value) in respect of, shares of Common Stock or other shares of the Company which, as provided by this section, are considered as shares of Common Stock for purposes of this Agreement and shall also apply to any voting equity security issued by any company that succeeds, by merger, consolidation, a share exchange, a reorganization of the Company or any similar transaction, to all or substantially all the business of the Company, or to the ownership thereof, if such security was issued in exchange for or otherwise as consideration for or in respect of shares of Common Stock

(or other shares considered as shares of Common Stock, as provided by this definition) in connection with such succession transaction.

SECTION 5.12 Voting Procedures. If, in connection with any stockholder meeting or consent solicitation, Investor or the Investor Parties are required under the terms of this Agreement to vote in proportion to Votes Cast, then the parties shall cooperate to determine appropriate procedures and mechanics to facilitate such proportionate voting.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK**

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered by each of them or their respective officers thereunto duly authorized, all as of the date first written above.


THE HOWARD HUGHES CORPORATION
By:	/s/ Linda J. Wight
	Name:	Linda J. Wight
	Title:	Vice President

[Signature Page to Pershing Standstill Agreement]


PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
On behalf of the Investors

	By: PS Management GP, LLC
	its General Partner

	By: Name:	/s/ William A. Ackman William A. Ackman
	Title:	Managing Member

[Signature Page to Pershing Standstill Agreement]

EX-23.1 4 d82244exv23w1.htm EX-23.1 exv23w1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-11 of our report dated April 7, 2011 relating to the consolidated and combined financial statements and related financial statement schedule of The Howard Hughes Corporation (the “Company”) and certain entities that were transferred from General Growth Properties, Inc. to the Company on November 9, 2010 (the “HHC Businesses”) (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the HHC Businesses’ inclusion of allocations of certain operating expenses from General Growth Properties, Inc. and emergence from bankruptcy on November 9, 2010), appearing in the Annual Report on Form 10-K of the Howard Hughes Corporation for the year ended December 31, 2010, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration statement.

/s/ Deloitte & Touche LLP

Chicago, Illinois
May 18, 2011

EX-23.2 5 d82244exv23w2.htm EX-23.2 exv23w2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANT

We consent to the incorporation by reference in the registration statement of The Howard Hughes Corporation on Form S-11 of our report dated March 29, 2011, on our audits of the financial statements of TWLDC Holdings, L.P. as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, which reports are included therein. We also consent to the references to our firm under the caption “Experts.”

/s/ BKD, LLP

Houston Texas
May 18, 2011

EX-24.1 6 d82244exv24w1.htm EX-24.1 exv24w1

Exhibit 24.1

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints David R. Weinreb and Grant Herlitz, and each of them, with full power to act and with full power of substitution and resubstitution, his true and lawful attorneys-in-fact with full power to execute in his name and on his behalf in his capacity as a director or officer or both, as the case may be, of The Howard Hughes Corporation (the “Company”) a registration statement on Form S-11 under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering shares of the Company’s common stock, par value $0.01 per share, for sale by certain stockholders of the Company, including post-effective amendments to such registration statement on Form S-11, and to sign any and all additional registration statements relating to the same offering of securities as the Company’s registration statement on Form S-11 that are filed pursuant to the requirements of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratifies and confirms that such attorneys-in-fact, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.


/s/ William Ackman		/s/ Allen Model

William Ackman		Allen Model

/s/ David Arthur		/s/ R. Scot Seller

David Arthur		R. Scot Sellers

/s/ Adam Flatto		/s/ Steven Shepsman

Adam Flatto		Steven Shepsman

/s/ Jeffrey Furber		/s/ Andrew C. Richardson

Jeffrey Furber		Andrew C. Richardson

/s/ Gary Krow Gary Krow

Dated: May 17, 2011

GRAPHIC 7 d82244d8224401.gif GRAPHIC begin 644 d82244d8224401.gif M1TE&.#EA?`"R`>8``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``````` M+`````!\`+(!``?_@'Z"@X2%AH5_B8J+C(U_"0D6/5T1D(Z7F)F:FYJ'GI^" MG)@5'`Y]?34D#Z*LK:Z-H+&(KXD*''RG?+HD&[2^OXZRPGZ_$4&GR'U\'!4* MB9;`T:S#LK\6Q\FG"PT<+Q4FT-+BF-2QOQ/9V;I\/@`"'F8,CY`)X^/EH+\4 M(`NXZ;FZ%BS(```'E`D,ZMF3AN_3KP0/8#CP]T\=KBTZ-"A<^*NA)VD52/"H M2)+)""4;.;[R>$A:`@87*/;I1S+7B`\J?;$TY/(E%8H.3@3(H*LB'Q@I!C'HO(X!HD*W`JJ[3_[Z& MLDD-7`#P9J*.(E+MQ`40$:C*BB)@FL$%X?3`B!X8HT M+K);#YEB64% MX>D"Q(QHP@DA/9<(0%$#$3RHYX&$.O(4?A*MY M)3AV%Q,GB)K('!D@TX`$PO(D'ZQDZ0(!,BTDH:P&(2"S``'1-L4=M;]&L$(. M9+VG"`O=(M-%DY&1&ED).?:Q&D0Q>-M!+PG(T"PR/<`;F+R!\>FM$"[\80(` MZRQ0`B0!.DM$N&#)IT#_#Q1!,$()#[AQ6P$5E,"9>W%0/`A_&'PP0KU\+.`` M$".SPV4R`+@I'Y@"JY=`!(TELTY-?)R0,UQ79LF`!@8D+8,+%`SMBP(6,(R? M8^F$,('32CD$B0PQC%!#!CZ,(`86VBF5@`(RC'$7T`T\C'5.6C^:E9(EN(!6 MH^)0H(0*7%*M#'+P0:CU?23A$L*.]+RMR7(,1$"`$W5>BXP#%^CUY4UJ`Y M33[G%X&DXT"B`0VY-%"DXG!_M,$,%/%!A`(45"&$#\`C`X&%*^"]4`S^2)%# M_X&YMZ1``,E`<,$\"K`@@0\0&%M#I,QSXN+D%=3/T946^'I*!C90""08``4G M.$8@-Y@`\:*A`!#X`P*1*I^T*"`=LE@M)6@[00K6IHP"O"!AH;,`J)0UJH]` MH@0C(8L*6-`(#*Q@02PK2PQ(Z!(&%(`V!E@`O$+UU7,,]N$C$!`-0K M%VD`C#26@X,'%DE1@OK#!@(@$SX,X6$M9``1DJ2+#K!&'/60@/8L($%Q2;$# M!PR`S>;Q!QF4ABPC")PX>G4*"'B@C!5;A-RJ)01^N4H#'6B/-G:@P$S@J1&0 M6(+V[@C%82DB`2_@'4!P$+M'0H0?T5/!"@R9``H\X/\!+BB/JQC`CUPL`8\G M8\1R+!"%O]5)&47P@#Q2LAL)'"87-6B"@100`0[XX)4.V,(-2""!(WC@`B&0 M219021A732"91^1#"SIPM2$^\BD^2ZI\]"`+H=GO,2D'@``1IP+9DL```E`-0?&"`!@28O">3KPN:, M4@`M_*B1%\7$;E@0`"082V,EV$"5(C"$C,4`'+3#IQ&*4`:!"*0(!GW`0*[(F,`I1``RNPP!,L,`$-B)29PV"$"R30 M,XOX(`81X,H$=A`]`%3``\;)1@HL4*6ECH@IC5#`"@0PD;LTK``Y*`$+>-D! MX"W@-#'@'6T<(`0#,$E_1-L)(L]F@1UDKUI]V,%!*\`P"V:!#%#!3QTR0``K M'!*MPC#D!`0@276TP`DD$%(R:."!!Y"`H>S$01;V:L\%7,`96BQ`7LEBA!\0MS?N%05:7*`6&OP0:`L0`<<2<`8B\*"* M+6@"_U,]THJ[)>*I.-C"VEIFD3YL(03_4H<(:'BS[C[$!"N0@`B:];-_K*-U M#:AHB5EBCP1,@`A`X*A$_P$!/<"V&BHQ@04X,`/_2=2*(#29<_+XW@U,X"<[ M1L(\E;SD9K[W#Q10Z4IGD`.43+C*9JRP"P0`/"M>H`0EL(`,-H#9_8'9D:X8 M(`YR)!`1<"5+W'USF%_!`!CX#`>M4I&>8^H+!N1`)D1H<_,&G!" M2B!!`4/E8@%/4+2;&6WE2U#@!!DP0@-2``*.D7`#@?^]"1/@*E=EZ`!\ M$H"`=+'PRX,6103H2A;0\F$&)(A`&_K&AP[HT*+,-B0%(F`;MG"PVP7HP,@6 MH.SB9IM%(L/%#6"P@[X9)7HU^"*5J^SH6T+@82:(P`E44(3/9@4`/UB!*&?L M:DT\8)W*`,`J!KB""_A@I<@P0@I@@)`\<;K3@?VU+H)`OT5LX`*U)>_?:G"# M'L0AR0,[^7,T8>EUH.#:BQ#+C@'B7`"0(.(Z?>2F*ZX))&5#`O%Y`!IE[N(7 MST`$.K#``\BW$)WO/!-W0%>Z\I<4*+`L"B=XT9'C-X,I'*$)9C5/XE[J&J9K MPC`^ZT`E$P&%Z"T@`A-(DB"!AHO_!ES]!!9@P=RQYG5.G+"*(ZB$(J2NCA[\ M`0K^F\$%>@"`(K18G$7YF0]NT(473&#O2F=$XS>1T11$$P5/>``#/B`!^O(! M!PGX``"P85\&I/@J`GTQT"#@,@#$H`03^$!YMN-71:R>19!HPFTFVP$A4,'( MN9C"V4J:"P>XC0$ABT$',F"<=V>E90TH```X0(`E5.$#DGH^)Z#V8*IG!5I` M,A0N%@"R19SM`U7@`2"0`@WW>57G2C6``A)`;,\@?Z)0`A^W8\C!!8I0`;-1 M1U30"^@$?A8@`1S@!!P%$`^>6 M>IT$?C9`_P`!,`+^=D]\H$U_@(*.]P`G@!6TD0T.``+#PP@F\"D`(0$UZ"J/ M=#0=*`#6,5#I\`5M(H2BH``30`(9L`#,=0HC0':J%'@-A3JN4"">%`$2D`/= MPH)\X`%*%@%&1DZZN(L0 M,3)AD&B.$"2.T0`]@'.NP#/I4S=!.%C6`")8`"Z9`"B^6.^!`8#V`! M/^`!)1`!%?``)E`>#/``'?)`7K!/.R./ZD`<$F``&S`C9Z,`#S`!4!``:I=Q M9/0(R9@3MK``3(`$P480`8`#0H`#=A$].$!<_0(]YR<%--`!Q#0`"/`"$M`# M*/!@'%1NK)8()ZD2$>"#G:&&FL`"@;12+Q9ZP5,6]Z5I78$!]#)T=80"X,`) M+@`#,2>!R@`!(G"./?(`/54X4J(?6$,!%@`$02""ZM```?`$!?):*N(!(X-/ MQ$<#"BACK/<`1%!=PE%U94%J=6-A/H+_%DU@(A6!`FH0`>#`/`-6`C@`@E.I M"S40`MWP`22&3E@9.@J0!#=410T0`XL%1BES!27@`5CP`F3U`$U#=]"GEXS" M`C#``V/800$TFN/@`B6P!"L0F@>"`1@@6)$5C3V@@1FR'@[0`"-0:JOY#(RB M$!3P!-(1/0V0+!IB`NDE'``@7F5/,&2(1LPDL@``N4$%QYY!0HI M>]MA";M1!>V"#"A`BZ`1CR31`#G`7K:Y$`S0`\^U`$;@`R@@`#;`9@)4&3+A M`,#(*#H@451@`.;)"!X@69>6`2@``C!P`3H@!'TY$P3Z(!O``?65`@0@<>99 M#^#S;X9U0%6P_Z&T0`PFD`8^R`?9U8=@]`?"R)7IX`-`.BJ/@`&!U*/2R`7E M*0[LT6%&`1#Z]"5!Z`<,@#Y']H,ZH'B:YG39((8TN@!3<`;M=:4OD0."9Q0# M`0/Y$PT/<(\S$0,K@`4YP'"I@@L9D`,V$&@X*@TN(';I```C`(LM$P(OBB&6 MN2#)0`+U<#1:<$P7<`)$\`,(@9L94AF#IPP9(`$P8`0RL3T%(!5Y^0H$$#WF MMEE.P@AH(Z?N40*D$'.700)OZ@HE4"TSX)RKJ@E6H%OIT@0*0%VLXP`"L$FM M@$V7]D2[NC@;$%G95`(*P(]2HPXT$``6H(^-P"[5\@)_*A^0\'(]^/^#)=`T M+'`!KK=A/\@!"V9(9Z"EI^`9W7H@KBA)XIJ7$0$_QD)K+Z"K@?6'9+$5R_I> M$["6S@)US_``%U!8_Z!YMQOJH, M#B!++P41)2"2@W<<0P`$&9D0#\!%9J*S`K:B949O3!)T%B`"8SES.;`$@>P M,B`7!`40`PA1GICZM3TD60L``V>E2@_@LE<+$`V``FAP%I_KM&=3`AOT,U[$ M1ABE`!H@`2G0HPZ``A=@69.VN+40`3=09BI@`Z7K*BQ003WJ7$!P`4JP=:^[ MK+A+11`+M)KP`AC77.?G7!UP`0PHO(K``&,A$SF@N(HP`;L;IA*P!B$0?(73 M`"!E5>(;MLGP423[2&Y@D2H$#B;0!"2P!3ZX`"!@-^)KBQ&@`M'C4.>6!02; M#1UP`I!F`550`@]\?GP@!,8)NQ4`!-G##3)PGSW;80U0`PZPIB[6`A7*M_7P M`(Z;([J@`H%C0T-G_WY&L<)MJQ"5<4O*$`25HP!38(!$>K\M0P+)N[@*``8\ M/!,W$`$?0%C]L#W$1Z12'%IX><#620\*T,&I<6D\H`,;L`$K$`$><`(P@`-Y MT`$=```[X`1.,`,9$,<%D`%.$`(H(`8P8*E'G,.V^PPI!$`!+&*^KRB%=+&OMD0(Z8``FP(\I$`:W7#G6I,N;0`'%^V_\!_]7 M#%`%4U4RE6//SK3.?!`")!!0>)O/!(4"U\K0M1!49$$# M$4`!A^NT#12-.+P(B\$!1EC#NL`#`K!= M!RP#_.L>\=FW0@:&:BM1*H``N;QHR0A) MD#"D/D./KV`"'H`"H\R5?``$RP/0E_`5BJ``D.G_,X[*/,AE`6*0NOB4`61- MV+YA8AJPQ'6"?X+(2R0P`W"=+D0PM75M8G3D,Q!@`\"`%@PP`3'@%R(H$+,\ M*>XU)G22#%?@$K5`>T8DQ!Z"4K+=70JPI.EPVQS!`$N0`0?F8B%`C?'B7C;4 M.B7)$11P5]6EL0Z0O\W=714`BV3Q`SFA$+D+!#10V['8U9G571;@-U*P/H$! M-0$`OWQ@!-SZVRQ1#Z?J8B30&F@#`P4`F$%$V8OP%9`PPF3A!0#^"`Q@`F5] M#X#UW"X&``?.P@]@!"21`GN,T15F!NN<#"FPP1A>C1N.##>PX!_>"!$0XAL+ M`A'.MQJ`?63Q`B4N#L%=_]`-8-(8#6><,`$%T)L$O.++AG*:L,4@4`-&):#F MC+3DOY@`X4.=(7@Y_D`1!319((;0Y5I0U<`&*-^G4 M\`<6&#THH*A;+!%%*?X,+V55(M3`!.7"!M-$`,'"D M`8OPK`H&'$!N4H+M,E`>WYH$N^TM":0`K;RJ&A]82C"MP3,$`J`$A-RLDL4. MG;RL*X](BX$JT7-I`+"OSB!8C24E8O#IGZOKL(#OAH0!A6LBR0T0(T`"L_@2 M[^,S,HSR`H,!6J!8`Y?DJDJX-I`#GD?0,^$`'2`!9C4!C>4MS\*OB)0$`J4" M@49QL<5G-@`"0X"%?[,`.X!X54`"DN4`)*`1(8+2ZX#_.KJ>\]#W"!]``-VB ML;=^`0008KH``,;J"`RP`[F@XHFO]%=6"ZM-`IA[?@U@9)P9VZQ:&GR``AY^ MWFDEXQ_P`AR@RN+E8GT``BMP)M%!&P"0\JVA^!MBBTZF8B%=$Y?Q42'U2&!: M;JW?%<`?#:N-!AW@`%)%$J2,`C#@`4N`H+F`!$*`],\?#6=S!?PV`\\EYV0A MQ02]370/9-\M`RA@S8B*`S,PEU+I,QGPB`#F^1P!"!(+?7T0)Q@?-C`H/'Q\ MA)"1C@YD"7^7F)F:FYR=GGZ@H:*CH)ZFIYD$CWU\,98)%%8E.ZN1K(XJ1PRH MO+VNW)!)G`(+0U;QR:"!8SJ-HUQVNE"+50`9%_'] M4?!"'@00`642@RE,J*:/MB#,*)$3$X>:/S`8]44TU-1,^[I%6M``1X2F$/@84U_)+%"\'4QZ<^=-G__:B\`CT@X:F4DW MD'`:-?_:VA?<]MEAX80*K9B/!2A;.U/JSAM$0&K!X8&&$C%0%*!18T@*$C(H M<#Y]O+.9#"IU4%C+H$($"Q&FV2MN_';Q)5K[+#C2E#UDHL4Q*(BA,@,X^WRY M5YP53QT30DL`W@>3?0E4D,(C?(@T7H*_",A>8"']4!^%'`Z3@`WR.,!"AR1Z MDD!`#V&`00BK0'#!AB5RJ(`,`@!P`P@7)%&"!Q?@L!@D*B`88XDL`+$`'Q!$ M:$0##1QIBP,&;#_J4`*8C#00P@:23=F8/`R0T29HC0Y"P@I2=GN:"!`#\2-H"*MB@7:H, MVE,!JXM9*1))M%+Z2GFL?LD*!#M,@&JOGE)@``B-2.*#!^LAZ^L?#$0@@JNL M..#!A-(F^,`)K858!:?=2F:!`_[8H4RY"28@00NV*,$NA1046`@?''`[;W$) M6&"9$QH:Z.0-QXT`8,#2=()`!ZSMIU."?'Q,<,$#$Q`0*O^0.```?7H3?`$ M(TAR0P7ZL'`!7C71<$)0BGMH`@Z#B7#H6AN$6A,?ET>=^<(>6,F!0_8H$`$` M_E1$[NF;3!"?/"*P$*T+)$A2@Y"TH\(`TR$M@$*4ZYG0PP)N04""OL&;*(*5 MK(0`!K<,P`[)W]'S0MFE?5P0J3U+2$*$Z:>#&*;3(US``@,G2#)F]Z?((%8? M!7"PD-,+W'\,`+RB7R>00@@:*.$$Q"/,6P`H0$]D+Q*Z0(!H1O>6`/BI@>'@ M@#R$P+$$_/^@<5B+1`N2@+[,*6`-\E!!4!)@@A(```F5D4)S,(B0U!V#!AO0 M!`6LE@,59&`&'9#`!6F8"0RH#Q):"H<"&/`!#6A@`[-K8`(:)H\($-$='X`- M(9A0@BNJ8P/A*H0$\N9%8@QO%?T#0`X(\(0*;$`[)90BB]:W@!J,(``GL,#G MRF@**E#O,@T`0@EJQL=-V$,"V"(:'X`0`7$44A/["(`#@O!'0O2/*7&,7@(> M$`$/Q(`#`"A'"`O#E$=V0@%+_(`!?B"`$,1F)2,S)2H2\($38`L"/8BB+-?2 M$Y708Y>HR($#8\E2`1^80)]0R;&$4>`!*JA%!B8@RV^%P`'_*@,!`8[0 M!@O8X`<7N`$E(1&"-SWR!2U0"00@P+PB-*EN9QNB%Q.@O:9)`@D&D&4"HFG/ M$)52EB]P@-D&4P,`G(`XIK0$!8Y@,7@.I@`7F`#T"GF/!'#A`@#H`PQ)XX`8 MC$AAP-SD!50PMLJL)`)D#.E.&*`$'(20%31H)#`]40$8U,"2@UA`,6>*$!>X M<$W'X,`>BDL`"P[@"':&(`8EJ(`++N)(3'C@ M+2>`:MLH0`*5W`("#DT! M`JADF'A6DP9HZ(H3H(%@[&I(!,"","IUKH@O((P./I2Y6DJ"2&F17NQ"A MR3%J@%#P*@`,-Q"HPU3`@21(]+BF?`"+7MJ'+Q0F?QZ8QDQMUT]'`,`#.=RE M"?8@66?PH08>D.<\A\;88[0``+$LD0D^J0.)KN4T)WK!$`:3@0SD"DTUD(!? MU2*("!4@`+P=<3H4D(0.J"!<:U+!!"9@@2,(`(2$X8,#7D2BQD&"G2@08L*N MF<+H!S7(R!PTK`* M8`4INP0$H\,,'PJ@AG4)10'6E00N,6=<>VP@-Y&``+0XI`&\3#8&P..(#&YW M#!%$V)#B/48.LBR3DP3W4@L(P05P@A%[4*`#HX15">B!"`FX^R!$&^H@H`(F/`6'2QA!KB6!Q(ZD$^IE'!.\@!!"!#\#@ MP\53,@6:RXL)<)P0`#0!%F;0#9U%V@J*@BX$)-$8!4S`"R;]0AE$(%-?F&"N MD/C&IR)``"<48IWK[(,0#@TG#+R@"#590%\Q$(&VF+0/`'A!JDV1@!Y09+A8 MX20"7M"RI$XJ(2.`9V%2N\D7=.#>A0FB?D_1$WD`8(BO>(B9B^.ZN&]%Q%)A M@`0>I!((\0$`%R`)?"^A!%D[8-T2>P`*-DH(0RC#TB6(@D-_W`<81,`$++]$ M!7[M"!NT+;E9!P$J(@@M$8`,/D+[? MJ3TO1+G.S\=0P:DXPX`2W*`!2!B5CM&&@IH4X+M!(PX?T`%[E2TE("4)(`,! M("K@8PM#X!"9@P$F0`*Z\0@7L!VMLP((M'/]U``0>#H\@76$`0)#%0[UMX#T M90LY8`&[4'V30@$VP'B6)`*<%0[Z\``6``,A,#:Q(0D.T`$ZD`6$U!/ M\C`"7$!O/\`!K?4JFQ4T&``_A4.#%84!B24L$>(H.'`!$N`!;>![35,$NG,S M&$`!Y>,/!7"`$(%L60-4!58(_T0R]F``3A`A\C$(`L`"JP@"F76-?=`"%M!K M<#(CUT(1`,""?`-4V`AO#M`#9$@R#U!6R;9K$B`"&5`$:K(SMW",LR@"R]@V M[J)8M@``QD0!&A!;'G`"0@`"4Q``'0```#`###D#(P``'3`%,/`"*P!R?_7_ M!%1V#$7P,R61,!S#,0P0DB*)*(-8)O;P`1)``J_%A!5`;F.!<*9$`0+0#0V` MC_6@#QHPP`!P0`2Z0#Q;P M:/+0`$O@`A89/5E@9$Z3>P@P'A4`,F@"!#+@DVVH2!<348HG@F'"`Q>P`?F0 ME+3R`"G18-=A`1Y0-F;U"`&`4G+9*0I@`U!X#(K$!"T@`CJ@BY$@!04@`8?R MEW_"`"Z)A@LPF*;&)*,2:1&0CEZC`05G-"^P>*-G28Z'EFH8/"7`<+9@`_;@ M4Y+$!,DX*"JP:9`9(X!EF9<7>`]@`QP@4+$9(B30_UMZHP%&&`DJ,%&P*``^ M\)OR$`(VT$%(DP`>0&A\``(=L1,?D)?U>(V.``(5D'KMEP!E]19$<)V8\`#V MYVW7.`)0$S0*P)2$T$6SQ``VT'^_R0Q^7B66"X)<);R4`.J50T4,`$Q9E([X((*H`$>T&V+%2%`42X68#9\ M<*,8T6P2@`**=6L+0`0L6B8GH#-$6FDLE'PMD'^C`@$9`*"T8@_P^6V020<^ M)P1%P(B#L0!08*)3P4)U:)UJ(P"9CC0C.E``,%H`K]8K*\!J&0">+D$U=E>E M2%(#VX@L"O`$K%8`^WD0"O``+Y`#GQ(J2>)XBQ:K`2@5K@,""@D`*$`$'Q@]?=&LSOJLT!JMP!`(`#L_ ` end

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents