Howard Hughes Holdings to Acquire Vantage Group Holdings

Rhea-AI Summary

Howard Hughes Holdings (NYSE: HHH) agreed to acquire 100% of Vantage Group Holdings for approximately $2.1 billion, expected to close in Q2 2026 subject to regulatory approvals. The deal price reflects ~1.5x estimated year-end 2025 book value and an implied ~1.4x price-to-book at closing.

Financing includes ~$1.2 billion cash on HHH's balance sheet and up to $1.0 billion of non-interest-bearing, non-voting preferred stock issued to Pershing Square Holdings (PSH). Pershing Square will manage Vantage's assets on a fee-free basis. HHH has staged repurchase rights over seven years to increase economic ownership to 100%.

Positive

• $2.1B acquisition adds specialty insurance platform
• Pershing Square to manage assets on a fee-free basis
• Transaction priced at ~1.5x estimated 2025 book value
• HHH call options enable up to 100% economic ownership

Negative

• HHH issues up to $1.0B non-voting preferred to PSH
• PSH preferred may convert if not redeemed after 7 years
• PSH can force a public listing of Vantage if not redeemed

Key Figures

Acquisition price approximately $2.1 billion Cash consideration for 100% of Vantage Group Holdings

Cash funding approximately $1.2 billion Portion funded from HHH cash on balance sheet

Preferred funding up to $1.0 billion Non-interest-bearing PSH Preferred issued by HHH

Tranche count 14 tranches PSH Preferred split into equal tranches with annual call rights

Call accretion rate 4% per annum Increase on original PSH Preferred issue price for repurchase

Price-to-book multiple 1.5 times Multiple of estimated year-end 2025 Vantage book value

Implied P/B at close approximately 1.4 times Implied Vantage price-to-book-value multiple at closing

Preferred term seven years Period before PSH Preferred becomes convertible if not redeemed

Market Reality Check

$78.11 Last Close

Volume Volume 233,887 is below the 20-day average of 324,167, suggesting limited pre-news positioning. normal

Technical Shares at $82.97 were trading above the 200-day MA at $74.89, reflecting a pre-news uptrend.

Peers on Argus

HHH was down 0.67% pre-announcement while key peers showed mixed moves (e.g., VTMX -2.36%, CCS +0.85%, COMP -4.19%), pointing to stock-specific rather than broad sector dynamics.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 17	Community grand opening	Positive	-0.4%	Launch of 37,000-acre Teravalis master planned community in Arizona.
Nov 10	Quarterly earnings	Positive	+11.3%	Record Q3 2025 results with raised AOCF and MPC EBT guidance.
Oct 08	Earnings call schedule	Neutral	-0.5%	Announcement of Q3 2025 earnings release and conference call timing.
Sep 30	Board appointments	Positive	+3.8%	Addition of two independent directors to support diversified holding strategy.
Sep 10	Affiliate leadership change	Neutral	+0.8%	Leadership transition at Seaport Entertainment Group, a related entity.

Pattern Detected

Positive strategic and earnings news has often aligned with gains for HHH, though some large development announcements have seen muted or negative next-day reactions.

Recent Company History

Over the last few months, Howard Hughes has advanced its strategy toward a diversified holding model. In September 2025, new independent directors were added to support this evolution. Record Q3 2025 results on November 10 drove a strong 11.3% gain, while the November launch of the 37,000-acre Teravalis community drew a modest -0.4% move. The current Vantage acquisition further extends this diversification beyond real estate into specialty insurance.

Market Pulse Summary

This announcement marks a major step in HHH’s shift toward a diversified holding model by acquiring Vantage for approximately $2.1 billion. The structure combines $1.2 billion of cash with up to $1.0 billion in non-interest-bearing preferred stock that mirrors Vantage’s economics. Historically, acquisition-related moves with Pershing Square involvement have been meaningful, so investors may watch execution on underwriting discipline, book value growth, and the timeline to full economic ownership of Vantage.

Key Terms

preferred stock financial

"up to $1 billion of non-interest-bearing, non-voting preferred stock issued by HHH"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

book value financial

"1.5 times Vantage’s book value, multiplied by the ownership percentage"

Book value is a company’s total assets minus its total liabilities as reported on the balance sheet; it represents the net accounting value that would remain for shareholders if the business sold its assets and paid off its debts. Investors use it as a benchmark to judge whether a stock looks cheap or pricey compared with that accounting baseline—like comparing a car’s resale “book” value to the price someone asks—and to assess firms with lots of tangible assets or potential liquidation value.

gaap financial

"The book value will be determined in accordance with GAAP as of the end"

GAAP, or Generally Accepted Accounting Principles, are a set of standardized rules and guidelines that companies follow when preparing their financial statements. They ensure consistency, transparency, and comparability across different companies, making it easier for investors to understand and compare financial information accurately. This helps investors make informed decisions based on trustworthy and uniform financial reports.

call option financial

"immediately preceding the exercise of the Call Option."

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time period. Think of it as a refundable reservation to buy an item later at today’s price: you pay a fee up front and can profit if the stock rises, while your downside is limited to that fee; investors use calls to gain leverage, speculate on upside, or hedge positions without owning the shares.

convertible financial

"will become convertible into the common stock of Vantage if not redeemed"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

pari passu financial

"The PSH Preferred will be pari passu with HHH common stock"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

change of control transaction financial

"subject to mandatory repurchase by HHH in the event of a change of control transaction."

A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.

price-to-book-value multiple financial

"an implied ~1.4 times price-to-book-value multiple at closing."

Price-to-book-value multiple compares a company’s market price per share to its book value per share, where book value is assets minus liabilities recorded on the balance sheet. It tells investors how much they are paying for each dollar of a company’s net accounting value; like checking whether you’re paying more or less than the recorded ‘replacement cost’ of the business, it helps spot bargains or premium valuations and compare companies within a sector.

AI-generated analysis. Not financial advice.

Vantage Acquisition Anchors HHH’s Transformation into a Diversified Holding Company 

Vantage’s Diversified Specialty Insurance Platform Delivers Lower Risk and Superior Return Potential

Pershing Square to Manage Vantage’s Investment Portfolio on a Fee-Free Basis

HHH to Host a Conference Call and Presentation on Thursday, December 18 at 8:30 a.m. ET, with an X Spaces Session to Follow

THE WOODLANDS, Texas, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) today announced that it has entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (“Vantage”), a privately held leading specialty insurance and reinsurance company backed by Carlyle and Hellman & Friedman, for approximately $2.1 billion. The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals. Upon closing, Vantage will anchor Howard Hughes’ transformation into a diversified holding company.

“The acquisition of Vantage is a milestone event in the transformation of Howard Hughes into a diversified holding company,” said Bill Ackman, Executive Chairman of Howard Hughes. “In Vantage, HHH obtains an exceptional diversified specialty insurance and reinsurance platform managed by an excellent and highly experienced team. The combination of Vantage’s insurance expertise and Pershing Square’s investment capabilities creates the opportunity to build a large, highly profitable insurance company and an important source of long-term value creation for Howard Hughes.”

Founded in 2020, Vantage has scaled into a next-generation leading specialty insurer and reinsurer, offering a diversified portfolio of global P&C products supported by modern infrastructure and advanced analytics.

“I’m excited about starting Vantage’s next chapter through this acquisition,” said Greg Hendrick, Chief Executive Officer of Vantage. “With Howard Hughes’ permanent capital and long-term vision, we expect to strengthen our balance sheet and expand opportunities in specialty insurance, reinsurance, and partnership capital. After closing, we anticipate enhanced resources to fuel profitable growth, drive innovation, and deliver even greater value to brokers and clients over time.”

The ~$2.1 billion acquisition will be financed through Howard Hughes Holdings’ cash on hand, and up to $1 billion of non-interest-bearing, non-voting preferred stock issued by HHH to Pershing Square Holdings, Ltd. (LN:PSH) (the “PSH Preferred”). The PSH Preferred will be split into 14 equally sized tranches that HHH will have the right to repurchase at the end of each fiscal year for the first seven years post-closing of the transaction. The repurchase price for each share of the PSH Preferred will be cash consideration equal to the greater of two values: the original issue price of the PSH Preferred plus 4% per annum through the repurchase date, or 1.5 times Vantage’s book value, multiplied by the ownership percentage of Vantage represented by the PSH Preferred shares (on an as-exchanged basis). The book value will be determined in accordance with GAAP as of the end of the fiscal year or quarter, as applicable, immediately preceding the exercise of the Call Option.

The PSH Preferred will economically mirror an interest in Vantage and will become convertible into the common stock of Vantage if not redeemed by the end of the seventh fiscal year post-transaction. The PSH Preferred will be pari passu with HHH common stock and will not have a liquidation preference. It will be subject to mandatory repurchase by HHH in the event of a change of control transaction.

“If we achieve our objectives in running a profitable insurance operation and managing Vantage’s assets to generate highly attractive long-term rates of return, we believe that Vantage will generate high returns on equity for decades to come,” said Ryan Israel, Chief Investment Officer of Howard Hughes Holdings. “We have structured the deal to enable Howard Hughes to acquire 100% legal ownership of Vantage today, and over time to increase its economic ownership to 100% in what we expect to be a highly accretive manner.”

Strategic Benefits of the Transaction:

• The addition of a higher-return, faster-growing insurance operation accelerates HHH’s overall growth profile and increases and diversifies HHH’s sources of long-term value.
• HHH’s holding-company ownership of Vantage provides long-term capital support which will materially strengthen Vantage’s credit profile and underwriting flexibility. An emphasis on underwriting profitability—driven by disciplined risk selection, pricing, and portfolio optimization rather than growth—will improve Vantage’s ability to effectively navigate the insurance cycle and optimize asset allocation over time.
• Pershing Square will manage Vantage’s assets on a fee-free basis, enhancing investment returns and furthering alignment with policyholders and shareholders. No additional investment management or advisory fees will be paid to Pershing Square in connection with its role as investment manager of Vantage’s assets. Over time, Vantage’s investment portfolio will be directly invested in cash, short-term Treasurys, and a portfolio of common stocks subject to rating agency and regulatory considerations.
  
  

Summary of Key Terms:

• Total cash consideration of approximately $2.1 billion represents 1.5 times estimated year-end 2025 book value and an implied ~1.4 times price-to-book-value multiple at closing. HHH through its ownership of Vantage will retain any book value accretion at Vantage from signing until closing.
• The transaction will be funded with approximately $1.2 billion of cash on HHH’s balance sheet and up to $1.0 billion from PSH in the form of non-interest-bearing preferred stock issued by HHH convertible into the common equity of Vantage. HHH will receive a series of call options enabling it to redeem the PSH Preferred and acquire additional economic ownership of Vantage over the next, up to, seven years. It is expected that HHH will fully redeem the PSH Preferred and acquire a 100% economic interest in Vantage well within the initial seven-year term of the preferred. In the event that HHH does not fully redeem the PSH Preferred, PSH has the right to cause a public listing of Vantage.
• The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions.
  
  

Conference Call and X Spaces Session Information
HHH Executive Chairman Bill Ackman, CIO Ryan Israel, and CEO David O’Reilly will discuss the Vantage acquisition on a conference call this morning, Thursday, December 18, at 8:30 a.m. ET. The call will be followed by an X Spaces Session shortly thereafter, with a town hall format open to the public providing the opportunity for participants to ask questions and engage in dialogue with HHH’s executive leadership.

To listen to the conference call and view the accompanying presentation via a live webcast, click here or visit the Events page on the Howard Hughes website. Listeners who wish to participate in the question-and-answer session may do so via telephone by pre-registering on HHH’s event registration webpage.

The X Spaces session will be available at https://x.com/BillAckman

Advisors
Jefferies LLC is acting as exclusive financial advisor to Howard Hughes Holdings, and Latham & Watkins are acting as legal counsel. Oliver Wyman is acting as the Company’s actuarial advisor.

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Vantage. Debevoise & Plimpton LLP is acting as legal counsel.

About Howard Hughes Holdings
Howard Hughes Holdings Inc. (HHH) is a holding company focused on growing long-term shareholder value. Through its real estate platform, Howard Hughes Communities, HHH owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including The Woodlands®, Bridgeland® and The Woodlands Hills® in the Greater Houston, Texas area; Summerlin® in Las Vegas; Teravalis™ in the Greater Phoenix, Arizona area; Ward Village® in Honolulu, Hawaiʻi; and Merriweather District in Columbia, Maryland. Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as HHH. For additional information visit www.howardhughes.com.

About Vantage Group Holdings
Vantage Group Holdings Ltd. (Vantage) was established in late 2020 as a re/insurance partner designed for the future. Driven by relentless curiosity, the Vantage team of trusted experts provides a fresh perspective on clients' risks and adds creativity to tech-enabled efficiency and robust analytics to address risks others avoid. Vantage operating subsidiaries Vantage Risk Ltd., Vantage Risk Assurance Company and Vantage Risk Specialty Insurance Company are rated "A-" (Stable) by AM Best and "A-" (Stable) by S&P Global Ratings. Founded with support from Carlyle and Hellman & Friedman, global investment firms with deep experience in the re/insurance industry, Vantage has grown into a leading provider of specialty insurance, reinsurance, and partnership capital solutions. Additional information about Vantage can be found at www.vantagerisk.com.

Safe Harbor Statement
Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, estimates, assumptions, and projections as of the date of this release 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 Howard Hughes Holdings Inc.’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. Howard Hughes Holdings Inc. cautions you not to place undue reliance on the forward-looking statements contained in this release. Howard Hughes Holdings Inc. does 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 release.

Media Relations:
Cristina Carlson
Howard Hughes
cristina.carlson@howardhughes.com
646-822-6910

Francis McGill
Pershing Square
McGill@persq.com
212-909-2455

John Flannery
Vantage Risk
john.flannery@vantagerisk.com
203-918-7151

Investor Relations: 
investorrelations@howardhughes.com
281-929-7700

FAQ

What is Howard Hughes (HHH) paying for Vantage and when will it close?

HHH agreed to acquire Vantage for approximately $2.1 billion, expected to close in Q2 2026, subject to regulatory approvals.

How is the Vantage deal being financed by Howard Hughes (HHH)?

The transaction is funded with about $1.2 billion cash and up to $1.0 billion of non-interest-bearing preferred stock issued to PSH.

What ownership path does HHH have to acquire 100% economic interest in Vantage?

HHH holds staged repurchase rights over seven years to redeem PSH preferred and increase economic ownership to 100%.

Will Pershing Square charge fees to manage Vantage's investment portfolio?

No. Pershing Square will manage Vantage's assets on a fee-free basis, per the announced terms.

What valuation multiples were disclosed for the Vantage acquisition by HHH?

Total cash consideration represents ~1.5x estimated year-end 2025 book value and an implied ~1.4x price-to-book at closing.

Are there conversion or listing rights tied to the PSH preferred issued to Pershing Square?

Yes. The PSH preferred may convert into Vantage common equity if not redeemed by year seven, and PSH can cause a public listing of Vantage if not fully redeemed.