Form 8-K - Current report
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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): May 23, 2024
HOWARD HUGHES HOLDINGS INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation) |
001-41779
(Commission
File Number) |
93-1869991
(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 |
|
HHH |
|
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.
On
May 23, 2024, Howard Hughes Holdings Inc. (the “Company”) posted a presentation to its website relating to the Company’s
previously announced spin-off of its subsidiary, Seaport Entertainment Group Inc. (“Seaport Entertainment” or “SEG”).
A copy of the presentation is furnished as Exhibit 99.1 and incorporated in this report by reference.
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 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. |
Exhibit Index
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.
|
HOWARD HUGHES
HOLDINGS INC. |
|
|
|
|
|
|
|
By: |
/s/
Joseph Valane |
|
|
Joseph
Valane |
|
|
General
Counsel & Secretary |
Date: May 23,
2024
Exhibit 99.1
| Howard Hughes
Spinoff of Seaport
Entertainment |
| HOWARD HUGHES
Forward-Looking Statements
Statements made in this presentation that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would,” and other statements of similar expression and other words
of similar expression, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934.
These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this presentation and are not guarantees
of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ
materially are set forth as risk factors in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission. In this presentation, forward-looking statements include, but are not limited to, expectations about whether HHH will complete plans for
a spinoff of Seaport Entertainment Group Inc. on a tax-free basis and on the timing anticipated or at all; whether Seaport Entertainment Group Inc. will launch a
rights offering and whether any such rights offering and associated backstop will be completed with the anticipated proceeds or at all; whether HHH will
experience the expected positive economic benefit of the estimated NOLs (as defined below) and/or the net economic benefit in the amount anticipated or at all;
whether the intended tax treatment of the proposed transactions and certain other restructuring steps undertaken in connection with the proposed transactions
is respected; our ability to fully utilize certain tax assets in the event of a change of control and any resulting loss of or decrease to related cash flow benefits;
whether cash historically used to fund Seaport and now used to fund new developments will result in the anticipated yield on cost and the accuracy of our 2024
condo sales revenue guidance, our 2024 gross margins guidance, 2024 EBT guidance and the related assumptions for each disclosed in our earnings release
for the fiscal quarter ended March 31, 2024, as furnished with the Securities and Exchange Commission on May 8, 2024, as well as other risks and uncertainties
related to the proposed transactions. We caution you not to place undue reliance on the forward-looking statements contained in this presentation and do not
undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the
date of this presentation except as required by law.
This presentation is intended for the information of HHH stockholders. It does not constitute an offer to sell or the solicitation of an offer to buy any securities,
including any securities that may be offered by Seaport Entertainment Group Inc. Any potential future securities offering will be made pursuant to an effective
registration statement under the Securities Act of 1933, as amended or an exemption from such act’s registration requirement.
2 |
| HOWARD HUGHES Spinoff Overview Howard Hughes Holdings Inc. (“Howard Hughes” or “HHH”) plans a pro rata distribution of the shares of Seaport Entertainment Group Inc. (“Seaport Entertainment” or “SEG”) to its stockholders in a distribution intended to be tax-free to HHH stockholders for U.S. federal income tax purposes (the “Transaction”)(1) SEG is expected to be a separate, publicly-traded company that will own and operate HHH’s entertainment-related assets primarily in New York and Las Vegas, including: The Seaport in Lower Manhattan The 250 Water Street development site The Las Vegas Aviators Triple-A baseball team and the Las Vegas Ballpark A 25% minority interest in Jean-Georges Restaurants and other partnerships An interest in and to 80% of the air rights above the Fashion Show mall In connection with the proposed spinoff, HHH is expected to contribute approximately $25 million of cash, paydown the 250 Water Street loan by $51 million net, incur certain transaction costs, make available to SEG a $5 million revolver for a limited time, and enter into a transition services agreement HHH is expected to have a positive economic benefit, with an estimated $120 million of net operating losses (“NOLs”) and no longer covering potential Seaport losses(2) SEG is expected to have its own management team and board of directors In addition, following the spinoff, SEG is expected to launch a $175 million rights offering that is expected to include a backstop provided by investment funds managed by Pershing Square Capital Management, L.P. Transaction Details Timing The spinoff does not require a stockholder vote and is expected to occur in Q3 2024 3 (1) Except for cash received in lieu of fractional shares. (2) This estimate of this benefit involves uncertainties in the application of complex tax laws and regulations, which are subject to change, as well as projections as to the values of our assets and our future revenues, expenses and operations. See Forward-Looking Statements. |
| HOWARD HUGHES
Seaport Entertainment at a Glance
The Seaport – 478K+ Square Feet of Entertainment,
Restaurant, Retail, and Unique Office Space 10K Capacity Ballpark in Downtown Summerlin, NV 25% Interest in Jean-Georges Restaurants
An Interest in and to 80% of the Air Rights Above
the Fashion Show Mall in Las Vegas
The Las Vegas Aviators
Minor League Baseball Team
4
SEG is contemplated to consist of a collection of thematically similar but differentiated businesses
250 Water Street Mixed-Use Development Site
547K Zoning Square Feet |
| HOWARD HUGHES
Spinoff Strategic Rationale
The spinoff is expected to create two separately traded, public companies with distinct asset bases and business plans, redefining
HHH as a pure-play real estate company focused on master planned communities and allowing SEG to operate independently as an
entertainment-focused enterprise
5
Allows HHH to focus on its core portfolio of
MPCs
• HHH’s management team can focus on
operating one of the nation’s largest
portfolios of master planned communities
spanning over 101,000 gross acres as well
as the company’s operating assets and
strategic developments
• HHH will continue to own, manage, and
develop commercial, residential, and mixed-use real estate throughout the U.S.
Premier Developer of Large-Scale
Master Planned Communities (“MPCs”)
Allows Seaport Entertainment to focus on its
entertainment portfolio and investment
strategy
• SEG’s management team can focus on
unlocking the potential value embedded in its
existing portfolio
• SEG’s strategic plan to acquire
entertainment related physical and/or
operational assets across geographic
markets in both mixed-use communities and
bespoke one-off locations differs from the
strategic plan of HHH
Formed to own, operate, develop and
capitalize on a unique collection of
assets positioned at the intersection of
entertainment and real estate
Financial Flexibility
• Both HHH and SEG expect ample liquidity to provide the financial stability
and flexibility to invest in and grow their platforms
Organizational Efficiency
• Provides each company with a separate dedicated and experienced
management team positioned to seek enhanced efficiencies across each
organization, coupled with dedicated focus and attention to their respective
assets, which should better position each company to achieve its financial
and commercial goals
Clarity for the Investment Community
• Provides existing and potential investors with greater transparency and
better highlights the tailored investment opportunities presented by each of
HHH and SEG
Long-Term Growth
• Allows each company to execute on its long-term value creation and
growth strategies, executing on transactions and seeking partnerships that
are specific to their respective business models
Mutually Beneficial for Both Companies |
| HOWARD HUGHES
Pro Forma Howard Hughes at a Glance
Unique, Self-Funding Business Model With Three Interrelated Business Segments
6
Master Planned
Communities
7 large-scale, long-term communities with
35K acres of remaining raw land in proximity
to major employment centers with integrated
amenities
Ability to manage cash flow by calibrating
pricing, timing and development spend
Increase in residents drives demand for
operating assets
Land sales provide equity and cash flow for
strategic developments
Residential & Commercial Land Bank
Operating Assets
Consistent and growing stream of operating
income from office, multi-family, and retail
assets
Steady cash flow stream to support existing
operations, repay debt and fund growth
initiatives
Commercial amenities increase demand and
land prices for MPCs
Positioned to benefit from continued maturing
of MPCs with increasing margins
High-Quality, Diversified Real Estate Portfolio
Strategic Developments
Proven track record of creating value and
managing risk
Completed developments grow operating
portfolio
New developments unlock the value
embedded in HHH’s raw land bank
Projects Under Construction |
| HOWARD HUGHES
40%
44%
11%
5%
$1,024M
Office (SF) 6,942K 184K 6,758K
Multi-family (Units) 5,876 21 5,855
Retail (SF) 2,725K 294K 2,431K
Pro Forma Howard Hughes’ Business Segments
HHH SEG Pro Forma HHH
Operating Assets
Portfolio Mix(3)
(As of 3/31/2024)
Revenue
(FY 2023)
Operating Assets
MPC
Strategic Developments
Seaport Entertainment
(1) Includes revenue from Las Vegas Aviators and Ballpark.
(2) Excludes the Aviators, Las Vegas Ballpark, and Fashion Show Mall Air Rights.
(3) Excludes Hughes Landing Daycare, Woodlands Sarofim, The Woodlands Warehouse, and certain other assets.
(4) Includes 5.5K square feet of commercial space at 85 South Street.
(5) Retail square footage excludes 382K square feet of anchor space in Downtown Summerlin but includes 164K square feet of retail space under multi-family properties in The Woodlands and Downtown Columbia.
7
$116M
The spinoff will reduce Howard Hughes’ near-term capital costs and future development spend,
creating more cash flow generation
(1)
(2)
(2)
(2)(4)
45%
49%
6%
$908M
(2)
(2)
(5)
(4) |
| HOWARD HUGHES
As of
(In millions) 3/31/2024 Adj. Pro Forma
Equity Market Capitalization $3,346 $3,346
Secured Mortgages, Notes, and Loans 2,946 ($158) $2,788
Unsecured Notes 2,050 2,050
Secured Joint Venture Debt (Unconsolidated) 144 144
Special Improvement District Bonds 65 65
Condominium Financing 377 377
Total Debt $5,582 $5,424
Less: Cash & Cash Equivalents (489) 91 (398)
Less: Special Improvement District,
Municipal Utility District, and TIF Receivables (663) (663)
Net Debt $4,430 $4,362
Total Enterprise Value $7,776 $7,709
Net Debt / Total Enterprise Value 57.0% 56.6%
(1) Based on shares outstanding of 50.3M as of 5/22/2024 and share price of $66.58 as of 5/22/2024.
(2) Includes $115.0M 250 Water Street loan and $43.0M Las Vegas Ballpark loan.
(3) Includes $26.6M cash and cash equivalents of unconsolidated ventures at share.
(4) Includes the contribution of $25.4M of cash by HHH to SEG prior to the separation and distribution pursuant to the terms of the Separation Agreement, the paydown of the 250 Water Street loan from $115.0M to $61.3M, $25.0M of transactions costs paid by HHH, and is
net of $10.0M third-party preferred equity proceeds received by HHH and $3.1M return of cash collateral.
(5) Excludes unconsolidated JV debt.
Consolidated Debt Maturity Schedule (Pro Forma for Spin)(5)
Pro Forma Balance Sheet
Capitalization Consolidated Debt Profile (Pro Forma for Spin)
85%
of debt due in 2026 or later
HHH has strong liquidity, manageable near-term maturities, and financial flexibility to execute its business plan
5.7%
Wtd. Avg. Interest Rate
8
(In millions)
(2)
(3) (4)
(1)
~$92M for the
Park Ward Village
and Ulana
construction
loans
Mortgage, Notes, and Loans Payable Condo Construction Loans
~$246M for the
Victoria Place
construction loan
and ~$9M in
scheduled
principal
payments
Floating
20%
Capped
8%
Swapped
5% Fixed
67%
$9 $779
$246
$92
$255
$546
$871
$300
$833
$2,474
2024 2025 2026 2027 2028 Thereafter |
|
HOWARD HUGHES Source: HHH company filings. (1) $91M includes a $51M net paydown of the 250 Water Street loan, $25M of cash to SEG, and $25M of transaction costs, offset by $10M of proceeds to HHH from the sale of third-party preferred equity in a subsidiary expected to be contributed to SEG. (2) Midpoint of HHH’s 2024 condo sales revenue guidance range of $675M to $725M. (3) Midpoint of HHH’s 2024 gross margins guidance range of 28% to 30%. (4) Midpoint of HHH’s 2024 MPC EBT guidance range of $291M to $308M. (5) Current U.S. federal corporate income tax rate. Tanager Echo Dev. Cost: $87M YOC: 7% HHH Net Economic Benefit $120M HHH Estimated Cash Tax Savings HHH Cash Contribution to SEG(1) ($91M) HHH Net Economic Benefit $29M Cash flow historically used to fund Seaport can now be used for new developments 60% Loan-to-Cost $55M 2023 Seaport cash shortfall covered by HHH Illustrative Examples for Use of NOLs Condo Sales Master Planned Communities EBT 2024 Estimated Condo Sales(2) $700M Estimated Gross Profit %(3) 29% Estimated Gross Profit $203M Tax Rate %(5) 21% Estimated Tax Savings $43M |
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