THE HOWARD HUGHES CORPORATION (NYSE:HHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
Indenture for 5.375% senior notes due 2025
On March16, 2017, The Howard Hughes Corporation (the Company)
issued $800,000,000 in aggregate principal amount of 5.375%
Senior Notes due 2025 (the 2025 Notes) to an indenture, dated
March16, 2017 (the Indenture), by and between the Company and
Wells Fargo Bank, National Association, as trustee (the Trustee).
The 2025 Notes have not been registered under the Securities Act
of 1933 (the Securities Act) or the securities laws of any other
jurisdiction and were offered and sold either to qualified
institutional buyers to Rule144A under the Securities Act or to
persons outside the United States under Regulation S of the
Securities Act.
The 2025 Notes mature on March15, 2025. Interest accrues on the
2025 Notes at a rate of 5.375% per annum from March16, 2017, and
interest is payable semiannually, on March15 and September15 of
each year. The first interest payment date is September15, 2017.
The Company may redeem all or part of the 2025 Notes at any time
on or after March15, 2020 at prices set forth in the Indenture
plus accrued and unpaid interest up to, but not including, the
redemption date. At any time prior to March15, 2020, the Company
may also redeem up to 35% of the 2025 Notes using the proceeds
from certain equity offerings. At any time prior to March15,
2020, the Company may redeem some or all of the 2025 Notes at a
price equal to 50% of the principal amount, plus a make-whole
premium. If the Company sells certain assets or experiences
specific kinds of changes in control, the Company will be
required to make an offer to purchase the 2025 Notes.
The Indenture contains customary terms and covenants, including
that upon certain events of default occurring and continuing,
either the Trustee or the holders of at least 25% in aggregate
principal amount of the 2025 Notes then outstanding may declare
the entire principal amount of the 2025 Notes, and the interest
accrued on such 2025 Notes, to be immediately due and payable.
Supplemental Indenture for 6.875% senior notes due
2021
The Company also announced the early settlement of its previously
announced tender offer and consent solicitation on its
outstanding 6.875% senior notes due 2021 (the 2021 Notes), which
was commenced on March2, 2017. Having received the requisite
consents from the holders of the 2021 Notes in the tender offer
and consent solicitation, on March16, 2017 the Company and the
Trustee executed a supplemental indenture (the Supplemental
Indenture) to amend the indenture governing the 2021 Notes.
The provisions of the Supplemental Indenture eliminate
substantially all of the restrictive covenants and substantially
all of the events of default (other than for failure to make
payments and certain bankruptcy or insolvency events), and
decrease certain notice periods required for optional redemption
of the Notes.
The preceding description of the Indenture, the 2025 Notes and
the Supplemental Indenture is a summary and is qualified in its
entirety by the Indenture and the form of the Notes, filed as
Exhibit4.1 hereto, and the Supplemental Indenture, filed as
Exhibit4.2 hereto, and are incorporated by reference herein.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form8-K is hereby
incorporated by reference into this Item 2.03, insofar as it
relates to the creation of a direct financial obligation under
the Indenture.
Item 3.03. Material Modification to
Rights of Security Holders.
The information set forth under Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form8-K is hereby
incorporated by reference into this Item 3.03, insofar as it
relates to the Companys entry into the Supplemental Indenture.
Item 9.01 Financial Statements and
Exhibits
(d)Exhibits
|
Exhibit Number |
|
Description |
|
4.1 |
Indenture, dated as of March16, 2017 by and between The |
|
|
4.2 |
First Supplemental Indenture, dated as of March16, 2017 |
About THE HOWARD HUGHES CORPORATION (NYSE:HHC)
The Howard Hughes Corporation is a developer of master planned communities and mixed use properties. The Company is engaged in the ownership, management and the redevelopment or repositioning of real estate assets, as well as other real estate opportunities in the form of entitled and unentitled land and other development rights, also called Strategic Developments. It operates through three segments: Master Planned Communities, Operating Assets and Strategic Developments. Its Master Planned Communities segment consists of the development and sale of residential land and the development of commercial land to hold, develop or sell. Its master planned communities include The Woodlands, Summerlin, Maryland, Bridgeland and The Woodlands Hills. As of December 31, 2016, its Operating Assets segment included 54 properties, investments and other assets. As of December 31, 2016, the Strategic Developments segment included 23 development projects. THE HOWARD HUGHES CORPORATION (NYSE:HHC) Recent Trading Information
THE HOWARD HUGHES CORPORATION (NYSE:HHC) closed its last trading session down -0.27 at 118.14 with 123,822 shares trading hands.