UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2022
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction
of incorporation) | | 001-34856 (Commission File Number) | | 36-4673192 (I.R.S. Employer
Identification No.) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77381
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol(s) | | Name of each exchange on which
registered: |
| Common stock $0.01 par value per share | | HHC | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
Share Repurchase Program
The Board of Directors of The Howard Hughes Corporation, a Delaware corporation (the “Company”), authorized a share repurchase program, pursuant to which the Company may, from time to time, purchase common stock in an amount up to $250 million. The common stock will be repurchased through open market transactions.
The date and time of such repurchases will depend upon market conditions and the Company’s cash position going forward. All repurchases will be made in compliance with, and at such times as permitted by, federal securities laws and may be suspended or discontinued at any time. The new program follows the completion of the Company’s prior share repurchase program adopted in October 2021 pursuant to which the Company repurchased all authorized purchases under the plan having an aggregate value of $250 million of its common stock.
The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements 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.
| | THE HOWARD HUGHES CORPORATION |
| | | |
| | By: | /s/ Peter F. Riley |
| | | Peter F. Riley |
| | | Senior Executive Vice President, Secretary and General Counsel |
Date: March 15, 2022
