Pershing Square Holdings, Ltd. Announces Investment in Howard Hughes Holdings Inc. Preferred Stock

Core Viewpoint - Pershing Square Holdings, Ltd. has committed to invest up to $1 billion in non-voting exchangeable perpetual preferred stock of Howard Hughes Holdings Inc. to facilitate HHH's acquisition of Vantage Group Holdings for approximately $2.1 billion in cash [1][2]. Group 1: Investment Details - The acquisition of Vantage will be financed through HHH's cash and the subscription for the PSH Preferred, with the amount to be determined by HHH up to a $1 billion cap [3]. - The PSH Preferred will be divided into 14 equal tranches, which HHH can repurchase within a specified window after the first seven fiscal years post-acquisition [3]. - The repurchase price for the PSH Preferred will be the greater of 1.5 times the preceding year-end or quarter-end book value of Vantage or the original issue price plus a 4% annual increase until repurchase [3]. Group 2: Ownership and Exchange Rights - If not fully repurchased within 60 days after the seventh fiscal year, the PSH Preferred can be exchanged for common stock of Vantage, with PSH having the right to request an IPO or direct listing of Vantage concurrently with such exchange [4][6]. - PSH's ownership of Vantage will be capped at 49% of its common stock without majority approval from disinterested directors of HHH [4]. Group 3: Related Party Transaction - The PSH Investment is classified as a related party transaction due to the relationship between PSCM and PSH, with PSCM controlling 30% or more of the voting rights at HHH [11]. - The PSH Board considers the investment fair and reasonable for PSH shareholders, having received advice from N.M. Rothschild & Sons Limited [12]. Group 4: Transaction Timeline - The transaction is anticipated to close in the second quarter of 2026, pending customary regulatory approvals and closing conditions [9].