Pershing Square Holdings, Ltd. Announces Completion of Investment in Howard Hughes Holdings Inc. Preferred Stock
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) ("PSH") today announced the completion of its subscription for $1 billion of non-voting exchangeable perpetual preferred stock issued by Howard Hughes Holdings Inc. (NYSE:HHH) ("HHH") (the "PSH Preferred Stock") in connection with the completion of HHH's acquisition by its subsidiary Howard Hughes Insurance Holdings, LLC ("InsuranceCo") of Vantage Group Holdings, Ltd. ("Vantage"), a privately held specialty insurance and reinsurance company being sold by, among others, Carlyle and Hellman & Friedman, for approximately $2.1 billion in cash. HHH's announcement of the completion of its acquisition of Vantage is available here https://investor.howardhughes.com/news-events/news-releases.
As mentioned in PSH's announcement of 18 December 2025, the board of directors of PSH (the "PSH Board") noted the views of HHH's management in relation to the Vantage acquisition and believe that it offers attractive prospects for HHH and, accordingly, for PSH, as HHH's largest shareholder, and PSH's shareholders.
The acquisition of Vantage by HHH was financed by a combination of HHH's cash on hand and the subscription for the PSH Preferred Stock. The $1 billion of PSH Preferred Stock was subscribed on the completion of the acquisition.
The PSH Preferred Stock ranks pari passu with HHH common stock, including with respect to payment rights and liquidation. The PSH Preferred Stock is split into 14 equally sized tranches which HHH will have the right to repurchase during a prescribed window following the end of each of the first seven fiscal years post-completion of the acquisition. The cash repurchase price for the PSH Preferred Stock will equal the greater of (a) 1.5 times the book value of InsuranceCo (excluding non-controlling interests and goodwill or purchase-related intangibles attributable to the completion of the acquisition), determined in accordance with GAAP, as reflected in the most recent quarterly, or, as the case may be, annual financial statements of InsuranceCo, multiplied by the corresponding ownership percentage represented by the applicable tranche(s) of PSH Preferred Stock (on an as-exchanged basis) and (b) the original issue price for the PSH Preferred Stock plus a 4% per annum (compounded daily) increase up to and including the repurchase date.
PSH owns approximately 28% of the common stock of HHH. Pershing Square Inc., PSH and other Pershing Square funds (together, "Pershing Square") collectively own approximately 46.9% of the common stock of HHH. Pershing Square has generally agreed to limit its voting power to 40% and its beneficial ownership to 47%, and HHH has approved the acquisition of the PSH Preferred Stock as an exception to the foregoing limitation.
Pershing Square Capital Management, L.P. ("PSCM") provides investment, advisory and other ancillary services to HHH pursuant to the terms of a services agreement. Fee reduction arrangements apply to the management fee paid by PSH under its investment management agreement with PSCM equal to the fees paid by HHH to PSCM which are attributable to the HHH common stock held by PSH.
As noted in PSH's announcement of 18 December 2025, the subscription by PSH for the PSH Preferred Stock constitutes a related party transaction and was approved as such by the PSH Board in accordance with the UK Listing Rules.
Forward-Looking Statements
Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. This announcement may include certain forward-looking statements. Such statements are based on various assumptions and expectations which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) is an investment holding company structured as a closed-ended fund.
Category: (PSH:Other)
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