Hogan Lovells Advises Howard Hughes Holdings' Special Committee in Transaction with Pershing Square

Press releases | 06 May 2025

New York, 6 May 2025 – Global law firm Hogan Lovells advised the Special Committee of the Board of Directors (the “Special Committee”) of Howard Hughes Holdings Inc. (“Howard Hughes” or the “Company”) in negotiating a transaction with Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. (collectively, “Pershing Square”). Pursuant to the transaction, Pershing Square acquired 9,000,000 newly issued shares of Howard Hughes for a purchase price of US$900 million, increasing its stake in the Company from approximately 38% to approximately 47%. This capital will enable Howard Hughes to become a diversified holding company by acquiring controlling stakes in high-quality, durable growth public and private operating companies while continuing to invest in and grow the Company’s core real estate development and master planned communities business.

As part of the transaction, Howard Hughes entered into a services agreement with Pershing Square pursuant to which Pershing Square will provide investment advisory and other services to the Company in support of its new diversified holding company strategy. The parties also entered into a shareholder agreement and a standstill agreement, pursuant to which Howard Hughes and Pershing Square agreed to certain governance provisions, including board designation rights, ownership limits, voting caps and related party transactions.

Commenting on the transaction, Hogan Lovells Global Managing Partner of the Corporate practice and Global Co-Head of the REIT practice David Bonser said: “This transaction demonstrates Hogan Lovells’ strength in advising special committees of boards on complex matters, combining our deep real estate sector insight with our public company governance capabilities. We are proud to have supported the Special Committee in delivering a transaction that positions Howard Hughes for long-term growth.”

Howard Hughes Corporation, the principal operating subsidiary of the Company, currently owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S.

The transaction is the result of a rigorous process overseen and approved by the Special Committee, which evaluated Pershing Square’s proposals and engaged in robust negotiations with Pershing Square to reach this outcome. Upon recommendation of the Special Committee, the Howard Hughes Board of Directors approved the transaction, which closed today.

The Hogan Lovells team serving as legal advisors to the Special Committee was led by Washington, D.C. based partners David Bonser, John Beckman and Stacey McEvoy, and senior associate Brendan Oldham.

More information on the transaction can be found here.