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Washington, DC 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 19, 2021



(Exact name of registrant as specified in its charter)



 (State or other jurisdiction
of incorporation)



 (Commission File Number)



(I.R.S. Employer
Identification No.)


9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77380

(Address of principal executive offices)


Registrant’s telephone number, including area code:  (214) 741-7744


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 of 1933 (§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 8.01. Other Events.


On January 19, 2021, The Howard Hughes Corporation (the “Company”) issued a press release announcing its intention to offer $1.3 billion in aggregate principal amount of senior notes consisting of senior notes due 2029 (the “2029 Notes”) and senior notes due 2031 (together with the 2029 Notes, the “Notes”) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. The Company intends to use the net proceeds from the offering, as well as available cash on hand, to (i) repurchase, pursuant to the Company’s previously announced tender offer for, or otherwise redeem, all of its $1 billion outstanding principal amount of 5.375% senior notes due 2025, plus any accrued and unpaid interest; (ii) repay all of the approximately $280 million outstanding under the Term Loan Agreement, dated as of December 30, 2019 (as thereafter amended to date), among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors, Bank of America, N.A., as administrative agent, and the lenders party thereto maturing June 2021; and (iii) pay all premiums, fees and expenses related to the foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


99.1   Press Release dated January 19, 2021.
104   Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)







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: January 19, 2021

  By: /s/ Peter F. Riley
    Peter F. Riley
    Senior Executive Vice President, General Counsel and Secretary