8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2013

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-34856 (Commission File Number) 36-4673192
(I.R.S. Employer
Identification No.)

One Galleria Tower
13355 Noel Road, 22nd Floor
Dallas, Texas 75240
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (214) 741-7744

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 27, 2013, The Howard Hughes Corporation (the “Company”) issued a press release announcing that it priced its previously announced offering of $750.0 million in aggregate principal amount of 6.875% senior notes due 2021 (the “Notes”) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933. This represents an increase of $250.0 million in aggregate principal amount over the amount previously announced. The Company intends to use the net proceeds from the offering for development, acquisitions and other general corporate purposes. The consummation of the offering of Notes is expected to be completed on October 2, 2013, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale of any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit
Number	Description
99.1	Press release dated September 27, 2013

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE HOWARD HUGHES CORPORATION
	By:	/s/ Peter. F. Riley
		Peter F. Riley
		Senior Vice President, Secretary and
		General Counsel

Date:September 27, 2013

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated September 27, 2013

4

EX-99.1

Exhibit 99.1

THE HOWARD HUGHES CORPORATION ANNOUNCES PRICING OF SENIOR NOTES

DALLAS (September 27, 2013) - The Howard Hughes Corporation (NYSE:HHC) announced today that it has priced its previously announced offering of $750.0 million in aggregate principal amount of 6.875% senior notes due 2021 (the “notes”) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933 (the “Act”).  This represents an increase of $250.0 million in aggregate principal amount over the amount previously announced. The consummation of the offering of notes is expected to be completed on October 2, 2013, subject to customary closing conditions.

The Howard Hughes Corporation intends to use the net proceeds from the offering for development, acquisitions and other general corporate purposes.

The notes have not been registered under the Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes and shall not constitute an offer, solicitation or sale of any notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About The Howard Hughes Corporation®

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S. Our properties include master planned communities, operating properties, development opportunities and other unique assets spanning 18 states from New York to Hawai’i. The Howard Hughes Corporation is traded on the New York Stock Exchange as HHC and is headquartered in Dallas, TX.

Safe Harbor Statement

Statements made in this press release that are not historical facts, including statements about the closing of the offering of the notes, accompanied by words such as “expects,” “intends” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance or events. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially include (a) material adverse changes in economic or industry conditions generally, including global financial markets; (b) current expectations and beliefs as to the consummation of the offering and the uses of proceeds thereof; and (c) the risk factors in The Howard Hughes Corporation’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. The Howard Hughes Corporation cautions you not to place undue reliance on the forward-looking statements contained in this release. The Howard Hughes Corporation does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release, except as required by law.

Source: The Howard Hughes Corporation

Media Contact

Caryn Kboudi

The Howard Hughes Corporation

caryn.kboudi@howardhughes.com

214-741-7744