UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 30, 2017
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 001-34856 | | 36-4673192 |
(State or other jurisdiction of incorporation
or organization) | | (Commission
File Number) | | (IRS employer
identification number) |
One Galleria Tower | | |
13355 Noel Road, 22nd Floor
Dallas, Texas | | 75240 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (214) 741-7744
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement.
Redemption of Notes and Termination of Indenture
Effective March 30, 2017, the indenture (“Indenture”), dated October 3, 2013, as amended by the supplemental indenture, dated March 16, 2017, by and between The Howard Hughes Corporation (the “Issuer”) and Wells Fargo National Association, as trustee (the “Trustee”), governing the Issuer’s 6.875% senior notes due 2021 (the “Notes”) has been satisfied and discharged in accordance with its terms. The Issuer discharged the Indenture after issuing a notice of redemption in accordance with the Indenture and funding an amount to the Trustee sufficient to redeem the remaining outstanding Notes not tendered in the Tender Offer (as defined in Item 8.01) at a redemption price of 105.156%, plus accrued and unpaid interest on such Notes up to, but excluding the redemption date.
Item 8.01. Other Events.
On March 30, 2017, the Issuer announced the expiration of its cash tender offer and consent solicitation for any and all of its outstanding 6.875% senior notes due 2021 (the “Tender Offer”) and the completion of its call for redemption of all of the remaining Notes not tendered in the Tender Offer. A copy of the press release issued in connection with such action is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number | | Description |
99.1 | | Press Release dated March 30, 2017 |
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: March 30, 2017
| THE HOWARD HUGHES CORPORATION |
| |
| |
| By: | /s/ Peter F. Riley |
| | Name: | Peter F. Riley |
| | Title: | Senior Vice President, Secretary and General |
| | | Counsel |
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EXHIBIT INDEX
Exhibit
Number | | Description |
99.1 | | Press Release dated March 30, 2017 |
4
