newsfilter
← Latest News
Business Wire·

Pershing Square Holdings, Ltd. Announces Completion of Investment in Howard Hughes Holdings Inc. Preferred Stock

HHH
  • Pershing Square Holdings (PSH) completed a $1 billion subscription for non-voting exchangeable perpetual preferred stock issued by Howard Hughes Holdings (HHH).
  • The PSH Preferred Stock financing supported HHH's acquisition of Vantage Group Holdings, a specialty insurance & reinsurance company, for approximately $2.1 billion in cash.
  • The PSH Preferred Stock ranks pari passu with HHH common stock regarding payment rights & liquidation, split into 14 equally sized tranches.
  • HHH holds the right to repurchase the tranches during prescribed windows following the end of each of the first seven fiscal years post-acquisition.
  • The cash repurchase price for the stock will equal the greater of 1.5 times InsuranceCo's book value (adjusted for specific intangibles) or the original issue price plus 4% per annum compounded daily.
  • Pershing Square funds collectively own approximately 46.9% of HHH common stock, with PSH holding about 28%.
  • HHH approved the PSH Preferred Stock subscription as an exception to Pershing Square's general agreement to limit voting power to 40% & beneficial ownership to 47%.
  • Fee reduction arrangements apply to PSH's management fees with Pershing Square Capital Management (PSCM) equal to fees paid by HHH attributable to PSH's common stock holdings.
  • The PSH Board approved the subscription as a related party transaction in accordance with UK Listing Rules.