tm2228214-5_sctota - none

tm2228214-5_sctota - none - 2.1150115s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

The Howard Hughes Corporation

(Name of Subject Company (Issuer))

Pershing Square, L.P.
Pershing Square International, Ltd.
Pershing Square Holdings, Ltd.

(Offerors)

Pershing Square Capital Management, L.P.
PS Management GP, LLC
William A. Ackman

(Other Persons)
(Names of Filing Persons)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44267D107

(CUSIP Number of Common Stock)

Steve Milankov, Esq.
Pershing Square Capital Management, L.P.
787 Eleventh Avenue, 9th Floor
New York, New York 10019
(212) 813-3700

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:
Scott D. Miller
Alan J. Sinsheimer
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☒

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the statement on Schedule 13D initially filed on December 4, 2019 by Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman, as previously amended.

CUSIP No. 44267D107

1	NAME OF REPORTING PERSON Pershing Square Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 13,620,164
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 13,620,164
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,620,164
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

This calculation is based on 49,900,872 shares of common stock, par value $0.01 per share (each, a “Common Share”), outstanding as of October 26, 2022, as reported in the Form 10-Q of The Howard Hughes Corporation filed on November 2, 2022 (the “Form 10-Q”).

CUSIP No. 44267D107

1	NAME OF REPORTING PERSON PS Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 13,620,164
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 13,620,164
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,620,164
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

This calculation is based on 49,900,872 Common Shares outstanding as of October 26, 2022, as reported in the Form 10-Q.

CUSIP No. 44267D107

1	NAME OF REPORTING PERSON William A. Ackman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 13,620,164
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 13,620,164
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,620,164
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This calculation is based on 49,900,872 Common Shares outstanding as of October 26, 2022, as reported in the Form 10-Q.

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Purchasers”), Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), PS Management GP, LLC, a Delaware limited liability company, and William A. Ackman, a citizen of the United States, on October 14, 2022, as amended and supplemented by Amendment No. 1, filed on November 14, 2022 (as so amended and supplemented, the “Schedule TO”), relating to the offer by the Purchasers to purchase up to an aggregate of 6,340,000 shares of common stock, $0.01 par value per share (each, a “Common Share”), of The Howard Hughes Corporation, a Delaware corporation (the “Company”), at a price not greater than $70.00 nor less than $61.00 per Common Share, net to the seller in cash, less any applicable withholding taxes and without interest.

Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, dated October 14, 2022 (as amended and supplemented by the Amendment and Supplement to the Offer to Purchase, dated November 11, 2022), and the related Amended Letter of Transmittal, dated November 11, 2022.

ITEM 11. ADDITIONAL INFORMATION

Item 11 is hereby amended and supplemented by adding the following text:

On November 29, 2022, PSCM issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 Midnight, New York City time, at the end of November 28, 2022. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Amendment No. 2 and is incorporated herein by reference.

On November 15, 2022, the Company announced that in case for any reason the number of Common Shares outstanding immediately prior to the time at which the Purchasers accept the tendered Common Shares for payment has declined by an amount sufficient so that PSCM and its affiliates (after purchasing Common Shares in the Offer) would be over the 40% threshold for which they have a waiver under Section 203 of the Delaware General Corporation Law, the Board of Directors of the Company has granted PSCM and its affiliates a waiver that covers any Common Shares purchased pursuant to the Offer provided that the Purchasers do not amend the offer to increase the number of shares sought in such Offer.

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and restated in its entirety as set forth below:

“EXHIBIT INDEX

	(a)(1)(i)			Offer to Purchase, dated October 14, 2022.*
	(a)(1)(ii)			Form of Letter of Transmittal (including IRS Form W-9).*
	(a)(1)(iii)			Form of Notice of Guaranteed Delivery.*
	(a)(1)(iv)			Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
	(a)(1)(v)			Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
	(a)(1)(vi)			Text of Summary Advertisement, as published in the Wall Street Journal on October 14, 2022.*

	(a)(1)(vii)			Amendment and Supplement to the Offer to Purchase, dated November 11, 2022.*
	(a)(1)(viii)			Amended Form of Letter of Transmittal (including IRS Form W-9).*
	(a)(1)(ix)			Amended Form of Notice of Guaranteed Delivery.*
	(a)(5)(i)			Press Release issued by Pershing Square Capital Management, L.P., dated October 14, 2022.*
	(a)(5)(ii)			Press Release issued by Pershing Square Capital Management, L.P., dated November 11, 2022.*
	(a)(5)(iii)			Press Release issued by Pershing Square Capital Management, L.P., dated November 29, 2022.
	(b)			None.
	(d)(1)			Registration Rights Agreement, dated November 9, 2010 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed with the SEC on November 19, 2010 by PSCM, PS Management GP, LLC, Pershing Square GP, LLC and William A. Ackman).*
	(g)			None.
	(h)			None.
	107			Filing Fee Table*

Previously filed.”

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

Dated: November 29, 2022

PERSHING SQUARE, L.P.

By:

Pershing Square GP, LLC, its general partner

By:

/s/ William A. Ackman

Name:

William A. Ackman

Title:

Managing Member

PERSHING SQUARE INTERNATIONAL, LTD.

By:

Pershing Square Capital Management, L.P.,
its investment manager

By:

PS Management GP, LLC, its general partner

By:

/s/ William A. Ackman

Name:

William A. Ackman

Title:

Managing Member

PERSHING SQUARE HOLDINGS, LTD.

By:

Pershing Square Capital Management, L.P.,
its investment manager

By:

PS Management GP, LLC, its general partner

By:

/s/ William A. Ackman

Name:

William A. Ackman

Title:

Managing Member

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By:

PS Management GP, LLC, its general partner

By:

/s/ William A. Ackman

Name:

William A. Ackman

Title:

Managing Member

PS MANAGEMENT GP, LLC

By:

/s/ William A. Ackman

Name:

William A. Ackman

Title:

Managing Member

/s/ William A. Ackman

William A. Ackman