HOUSTON, Feb. 2, 2021 /PRNewswire/ -- The Howard
Hughes Corporation® (NYSE: HHC) (the "Company") today
announced the closing of an offering of $650
million in aggregate principal amount of 4.125% senior notes
due 2029 (the "2029 Notes") and $650
million in aggregate principal amount of 4.375% senior notes
due 2031 (together with the 2029 Notes, the "New Notes") in an
unregistered offering (the "Offering") through a private placement,
and the early settlement of its previously announced tender offer
and consent solicitation (the "Tender Offer") for any and all of
its existing 5.375% senior notes due 2025 (the "Old Notes"), which
commenced on January 19, 2021, and is
described in the Offer to Purchase and Consent Solicitation
Statement, dated January 19, 2021
(the "Offer to Purchase"), and a related Consent and Letter of
Transmittal (together with the Offer to Purchase, the "Offer
Documents"). The Company will use the net proceeds from the
Offering, as well as available cash on hand, to (i) repurchase,
pursuant to the Tender Offer, or otherwise redeem, all of its
$1 billion outstanding principal
amount of Old Notes, plus any accrued and unpaid interest; (ii)
repay all of the approximately $280
million outstanding under its bridge loans for The Woodlands® Towers at the
Waterway and The Woodlands Warehouse maturing June 2021; and (iii) pay all premiums, fees and
expenses related to the foregoing.
The New Notes were offered in a private placement, solely to
persons reasonably believed to be qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"), or outside the United
States to persons other than "U.S. persons" in reliance on
Regulation S under the Securities Act. The New Notes have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
As of 5:00 p.m., New York City time, on February 1, 2021 (the "Consent Payment
Deadline"), holders of approximately $512.5
million aggregate principal amount of Old Notes had validly
tendered and delivered (and not validly withdrawn or revoked prior
to the Withdrawal Deadline, as defined below) such Old Notes and
the related consents (the "Early Tender Notes"), which represents
approximately 51.2% of the $1 billion
aggregate principal amount of Old Notes outstanding. The withdrawal
deadline also expired at 5:00 p.m.,
New York City time, on
February 1, 2021 (the "Withdrawal
Deadline"). The Company exercised its right to accept for purchase
and payment, and to purchase and pay for, the Early Tender Notes.
The aggregate consideration paid in respect of such Early Tender
Notes is comprised of $1,031.25
(which includes a $30.00 consent
payment) per $1,000 principal amount
of Old Notes tendered (as all such Old Notes were tendered at or
prior to the Consent Payment Deadline), plus accrued and unpaid
interest from and including the most recent interest payment date,
and up to, but not including the early settlement date. Settlement
of the purchase of the Early Tender Notes occurred today,
February 2, 2021.
Having received the requisite consents from the holders of the
Old Notes in the Tender Offer, the Company and Wells Fargo Bank,
National Association, as trustee, executed a supplemental indenture
(the "Supplemental Indenture") amending the indenture relating to
the Old Notes (the "Old Indenture"). The Supplemental Indenture
eliminates substantially all of the restrictive covenants, certain
events of default and related provisions contained in the Old
Indenture and reduces the notice periods required for redemption of
the Old Notes.
The Tender Offer will expire at 11:59
p.m., New York City time,
on February 16, 2021, unless the
Tender Offer is extended (the "Expiration Date"). Holders who
validly tender their Old Notes after the Consent Payment Deadline,
but at or prior to the Expiration Date, and whose Old Notes are
accepted for purchase, will only be eligible to receive
$1,001.25 per $1,000 principal amount of Old Notes tendered,
plus accrued and unpaid interest from and including the most recent
interest payment date, and up to, but not including the final
settlement date, which is expected to be the business day following
the Expiration Date. The complete terms and conditions of the
Tender Offer are set forth in the Offer Documents that previously
were sent to holders of the Old Notes.
On or about March 15, 2021, the
Company expects to redeem the remaining principal amount
outstanding of the Old Notes, which were not tendered in the Tender
Offer, at a redemption price equal to 102.688% of the aggregate
principal amount of the Old Notes to be redeemed, plus accrued and
unpaid interest on the Old Notes to, but excluding, the redemption
date. This press release does not constitute a notice of
redemption. The redemption will be made solely pursuant to the
notice of redemption delivered pursuant to the Old Indenture, and
the information in this press release is qualified in its entirety
by such notice.
The Company has engaged BofA Securities, Inc. as Dealer Manager
and Solicitation Agent for the Tender Offer. Persons with questions
regarding the Tender Offer should contact BofA Securities, Inc. at
(980) 388-4370 (Collect) or debt_advisory@bofa.com. Requests for
copies of the Offer Documents or documents relating to the Tender
Offer may be directed to D.F. King & Company, Inc., the Tender
Agent and Information Agent, at (888) 887-1266.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, the Old Notes. The Tender Offer is
made solely pursuant to the Offer Documents. The Tender Offer is
not being made to holders of Old Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
Holders are urged to read the Offer Documents and related documents
carefully before making any decision with respect to the Tender
Offer. Holders of Old Notes must make their own decisions as to
whether to tender their Old Notes and provide the related consents.
None of the Company, the Dealer Manager and Solicitation Agent, or
the Tender Agent and Information Agent makes any recommendations as
to whether holders should tender their Old Notes pursuant to the
Tender Offer, and no one has been authorized to make such a
recommendation.
About The Howard Hughes Corporation®
The
Howard Hughes Corporation owns, manages and develops commercial,
residential and mixed-use real estate throughout the U.S. The
Company's assets include master planned cities and communities, as
well as operating properties and development opportunities
including: the Seaport District in New
York; Columbia, Maryland;
The Woodlands®, The
Woodlands Hills®, and Bridgeland® in the
Greater Houston, Texas area;
Summerlin®, Las Vegas;
and Ward
Village® in Honolulu, Hawaiʻi.
Forward-Looking
Statements
Certain statements contained herein are "forward-looking
statements" within the meaning of the federal securities laws,
including statements about our intended use of proceeds from the
Offering. Statements that are not historical facts, including
statements about our beliefs, intentions and expectations are
forward-looking statements. Statements containing the words
"anticipate," "believe," "estimate," "expect," "forecast,"
"intend," "likely," "may," "plan," "project," "realize," "should,"
"transform," "would," and other statements of similar expression
constitute forward-looking statements. Forward-looking 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. Such factors include, but are not limited to, the
following: (1) the Company's ability to satisfy the conditions
contained in the Tender Offer and Consent Solicitation; (2) the
intended use of proceeds from the Offering; and (3) other factors
discussed in our public filings, including the risk factors
included in the Company's most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q. Readers are urged to consider
these factors carefully in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such
forward-looking statements. Except as required by applicable law,
including the securities laws of the
United States and the rules and regulations of the SEC, we
are under no obligation to publicly update or revise any
forward-looking statements after the date hereof.
Contacts:
For Media
The Howard Hughes Corporation
Cristina Carlson, 646-822-6910
Vice President, Corporate Communications & Public Relations
cristina.carlson@howardhughes.com
For HHC Investor Relations
David M. Striph, 281-929-7772
Executive Vice President, Head of Operations & Investor
Relations
david.striph@howardhughes.com
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SOURCE The Howard Hughes Corporation