A non-voting exchangeable perpetual preferred stock is a type of ownership-like security that pays regular fixed dividends, does not give holders voting rights, can be swapped for another class of shares or securities under set terms, and has no fixed maturity date. For investors it behaves like a long-term income instrument with higher claim than ordinary shares but less control; its value depends on interest rates, dividend reliability, and the potential benefit or dilution if and when it is exchanged.
pari passufinancial
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.
book valuefinancial
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.
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
goodwillfinancial
Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.
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.
A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.
UK Listing Rulesregulatory
UK listing rules are a set of regulations that companies must follow to be officially listed on a UK stock exchange. These rules ensure that companies provide clear, accurate, and sufficient information to protect investors and maintain market confidence, similar to how safety standards ensure products are reliable. Adhering to these rules is important for investors because it helps them make informed decisions about buying or selling company shares.
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LONDON--(BUSINESS WIRE)--
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (“PSH”) today announced the completion of its subscription for $1 billion of non-voting exchangeable perpetual preferred stock issued by Howard Hughes Holdings Inc. (NYSE: HHH) (“HHH”) (the “PSH Preferred Stock”) in connection with the completion of HHH's acquisition by its subsidiary Howard Hughes Insurance Holdings, LLC (“InsuranceCo”) of Vantage Group Holdings, Ltd. (“Vantage”), a privately held specialty insurance and reinsurance company being sold by, among others, Carlyle and Hellman & Friedman, for approximately $2.1 billion in cash. HHH's announcement of the completion of its acquisition of Vantage is available here https://investor.howardhughes.com/news-events/news-releases.
As mentioned in PSH’s announcement of 18 December 2025, the board of directors of PSH (the “PSH Board”) noted the views of HHH's management in relation to the Vantage acquisition and believe that it offers attractive prospects for HHH and, accordingly, for PSH, as HHH’s largest shareholder, and PSH’s shareholders.
The acquisition of Vantage by HHH was financed by a combination of HHH's cash on hand and the subscription for the PSH Preferred Stock. The $1 billion of PSH Preferred Stock was subscribed on the completion of the acquisition.
The PSH Preferred Stock ranks pari passu with HHH common stock, including with respect to payment rights and liquidation. The PSH Preferred Stock is split into 14 equally sized tranches which HHH will have the right to repurchase during a prescribed window following the end of each of the first seven fiscal years post-completion of the acquisition. The cash repurchase price for the PSH Preferred Stock will equal the greater of (a) 1.5 times the book value of InsuranceCo (excluding non-controlling interests and goodwill or purchase-related intangibles attributable to the completion of the acquisition), determined in accordance with GAAP, as reflected in the most recent quarterly, or, as the case may be, annual financial statements of InsuranceCo, multiplied by the corresponding ownership percentage represented by the applicable tranche(s) of PSH Preferred Stock (on an as-exchanged basis) and (b) the original issue price for the PSH Preferred Stock plus a 4% per annum (compounded daily) increase up to and including the repurchase date.
PSH owns approximately 28% of the common stock of HHH. Pershing Square Inc., PSH and other Pershing Square funds (together, “Pershing Square”) collectively own approximately 46.9% of the common stock of HHH. Pershing Square has generally agreed to limit its voting power to 40% and its beneficial ownership to 47%, and HHH has approved the acquisition of the PSH Preferred Stock as an exception to the foregoing limitation.
Pershing Square Capital Management, L.P. (“PSCM”) provides investment, advisory and other ancillary services to HHH pursuant to the terms of a services agreement. Fee reduction arrangements apply to the management fee paid by PSH under its investment management agreement with PSCM equal to the fees paid by HHH to PSCM which are attributable to the HHH common stock held by PSH.
As noted in PSH’s announcement of 18 December 2025, the subscription by PSH for the PSH Preferred Stock constitutes a related party transaction and was approved as such by the PSH Board in accordance with the UK Listing Rules.
Forward-Looking Statements
Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. This announcement may include certain forward-looking statements. Such statements are based on various assumptions and expectations which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) is an investment holding company structured as a closed-ended fund.
