THE HOWARD HUGHES CORPORATION 2,000,000 Shares of Common Stock Underwriting AgreementHoward Hughes Corp • March 31st, 2020 • Real estate investment trusts • New York
The Howard Hughes Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”) , for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 300,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 31st, 2020 • Howard Hughes Corp • Real estate investment trusts • New York
This SHARE PURCHASE AGREEMENT, dated as of March 27, 2020 (this “Agreement”), is entered into by and between The Howard Hughes Corporation (“Seller”), and Pershing Square Capital Management, L.P. (“PSCM”) on behalf of Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P. (each, except PSCM, together with its permitted nominees and assignees, a “Purchaser” and together the “Purchasers”).
