Howard Hughes begins tender offer on $1 billion 5 3/8% notes due 2025

By Taylor Fox

New York, Jan. 19 – Howard Hughes Corp. commenced a cash tender offer for any and all of its $1 billion 5 3/8% senior notes due 2025 (Cusip: 44267DAB3) and a related consent solicitation seeking to effect certain amendments to the notes, according to an 8-K filing with the Securities and Exchange Commission.

Holders who tender notes prior to the early tender date, 5 p.m. ET on Feb. 1, will receive the total consideration of $1,031.5 per $1,000 of notes tendered, which amount includes an early tender premium of $30 per $1,000 plus interest.

Holders who tender notes after the early tender date, but before the expiration date will receive $1,001.25 per $1,000 of notes.

The company will also pay interest.

The amendments would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture and reduce the notice period required for optional redemption of the notes, which proposed amendments would be contained in a supplemental indenture to the indenture.

Holders who tender their notes will be deemed to have consented to all of the proposed amendments, and holders may not deliver consents without tendering their notes.

If the company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding notes and the company accepts such notes for purchase, the company will execute the fourth supplemental indenture effecting the proposed amendments.

The company plans to redeem any and all notes not tendered in the offer.

The offer and consent solicitation will expire at 11:59 p.m. ET Feb. 16.

BofA Securities, Inc. (980 388-4370, debt_advisroy@bofa.com) is the dealer manager and solicitation agent.

D.F. King & Co., Inc. (888 887-1266) is the tender agent and information agent.

Based in Dallas, Howard Hughes owns, manages and develops commercial, residential and mixed-use real estate throughout the United States.

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