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SECURITIES AND EXCHANGE COMMISSION
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
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)
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)
James E. O’Bannon
Jones Day
2727 North Harwood Street
Dallas, Texas 75201-1515
Telephone: (214) 220-3939
Facsimile: (214) 969-5100
As soon as practicable after the effective date of this Registration Statement.
Large accelerated filero | Accelerated filero | Non-accelerated filerþ | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
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. |
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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.
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• | 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. |
• | 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; |
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• | 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. |
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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. |
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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 |
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 |
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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. |
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• | 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; |
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• | 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. |
• | 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. |
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• | 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; |
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• | 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. |
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• | 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. |
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(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. |
• | 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. |
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One Galleria Tower
13355 Noel Road, Suite 950
Dallas, TX 75240
(214) 741-7744
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• | 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. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
SEC Fee | $ | 14,287 | ||
Printing | $ | 6,000 | ||
Legal Fees and Expenses | $ | 5,000 | ||
Accounting Fees and Expenses | $ | 9,000 | ||
Miscellaneous | $ | 842 | ||
Total | $ | 35,129 | ||
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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) |
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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) |
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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) |
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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 |
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(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 |
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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. |
(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. |
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THE HOWARD HUGHES CORPORATION | ||||
By: | /s/ David R. Weinreb | |||
Name: | David R. Weinreb | |||
Title: | Chief Executive Officer | |||
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 |
*By | /s/ David R. Weinreb | |||
David R. Weinreb | ||||
Attorney-in-fact |
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Table of Contents
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) |
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Table of Contents
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) |
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Table of Contents
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 |
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