The Howard Hughes Corporation Prices Offering of Senior Notes

Howard Hughes (NYSE: HHH) priced $1.0 billion of senior notes via subsidiary The Howard Hughes Corporation: $500M due 2032 at 5.875% and $500M due 2034 at 6.125%, both priced at par and unsecured.

Rhea-AI Summary

Howard Hughes (NYSE: HHH) priced $1.0 billion of senior notes via subsidiary The Howard Hughes Corporation: $500M due 2032 at 5.875% and $500M due 2034 at 6.125%, both priced at par and unsecured. The offering is expected to close on February 17, 2026.

HHC intends to use net proceeds to redeem all outstanding 5.375% senior notes due 2028, including premiums and accrued interest. The Notes are being sold in a private placement under Rule 144A and Regulation S and are not registered under the Securities Act. This press release is not a notice of redemption.

Positive

• Issued $1.0 billion total senior notes to extend debt maturities
• Notes were priced at par, avoiding original issue discount
• 2032 and 2034 maturities push repayment beyond the 2028 maturity

Negative

• New coupons of 5.875% and 6.125% exceed the 2028 note coupon of 5.375%
• Offering via private placement limits trading liquidity for new notes

Argus Feb 5 session

-2.12% close to close Open Argus

Details

News Market Reaction – HHH

On Feb 5, the first trading day after this news, HHH closed 2.12% below the previous close.

Data tracked by StockTitan Argus for the Feb 5 session.

Key Figures

2032 notes size: $500 million 2034 notes size: $500 million 2032 coupon: 5.875% per annum +5 more

2032 notes size

$500 million

Aggregate principal amount of senior notes due 2032

2034 notes size

$500 million

Aggregate principal amount of senior notes due 2034

2032 coupon

5.875% per annum

Interest rate on 2032 senior notes, paid semi-annually

2034 coupon

6.125% per annum

Interest rate on 2034 senior notes, paid semi-annually

Interest payment dates

March 1 and September 1

Semi-annual payment schedule for both 2032 and 2034 notes

First payment date

September 1, 2026

Initial interest payment for both series of notes

Redeemed notes coupon

5.375% per annum

Coupon of outstanding senior notes due 2028 to be redeemed

Maturities

2032 and 2034

Final maturity years of the new senior notes

Historical Context

5 past events · Latest: Jan 08

5 events

1. Jan 08

   Earnings call timing

   24h Move

   +2.2%

   Announced dates for Q4 2025 earnings release and investor conference call.

2. Dec 18

   Acquisition financing

   24h Move

   +1.0%

   Agreed cash acquisition of Vantage Group Holdings for $2.1B in Q2 2026.

3. Dec 18

   Preferred investment

   24h Move

   +1.0%

   Pershing Square to subscribe up to $1.0B preferred to help fund Vantage deal.

4. Dec 18

   Major acquisition

   24h Move

   +1.0%

   Announced plan to acquire 100% of Vantage Group with cash and preferred funding.

5. Nov 17

   Community opening

   24h Move

   -0.4%

   Grand opening of Teravalis master planned community in Phoenix West Valley.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior notes, Rule 144A, Regulation S, qualified institutional buyers, +1 more

5 terms

senior notes financial

"pricing ... $500 million aggregate principal amount of senior notes due 2032"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Rule 144A regulatory

"buyers in reliance on the exemption from registration provided by Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States to persons other than “U.S. persons” in reliance on Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"solely to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

U.S. persons regulatory

"outside the United States to persons other than “U.S. persons” in reliance on Regulation S"

"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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THE WOODLANDS, Texas, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) announced today the pricing by its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”), of $500 million aggregate principal amount of senior notes due 2032 (the “2032 Notes”) and $500 million aggregate principal amount of senior notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”). The Notes were priced at par.

The 2032 Notes will pay interest semi-annually at a rate of 5.875% per annum and the 2034 Notes will pay interest semi-annually at a rate of 6.125% per annum, in each case payable on March 1 and September 1 of each year, beginning on September 1, 2026. The Notes will be unsecured senior obligations of HHC. The offering of the Notes (the “Offering”) is expected to close on February 17, 2026, subject to the satisfaction of customary closing conditions.

HHC intends to use the net proceeds of the Offering to redeem all of its outstanding 5.375% Senior Notes due 2028 (the “2028 Notes”), including the payment of premiums, accrued and unpaid interest and expenses related to such redemption and for general corporate purposes. This press release shall not constitute a notice of redemption of the 2028 Notes.

The Notes are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Howard Hughes Holdings Inc.
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 Greater Houston; Summerlin^® in Las Vegas; Teravalis™ in Greater Phoenix; Ward Village^® in Honolulu; 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.

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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Howard Hughes (HHH) announce about the February 2026 senior note offering?

They priced $500M 2032 notes at 5.875% and $500M 2034 notes at 6.125%, both at par. According to the company, the offering is expected to close on February 17, 2026, and proceeds will be used to redeem 2028 notes and for general corporate purposes.

How will the HHC notes offering affect the 5.375% senior notes due 2028 for HHH?

HHC intends to use net proceeds to redeem all outstanding 5.375% notes due 2028. According to the company, redemption includes premiums, accrued interest, and related expenses, though this press release is not a formal redemption notice.

When do interest payments begin on the HHH 2032 and 2034 notes and how often are they paid?

Interest is payable semi-annually on March 1 and September 1, beginning September 1, 2026. According to the company, the 2032 notes pay 5.875% per annum and the 2034 notes pay 6.125% per annum, each paid semi-annually.

Are the new HHH notes registered for public resale in the United States?

No, the notes are offered in a private placement and not registered under the Securities Act. According to the company, the sale relies on Rule 144A or Regulation S exemptions and cannot be offered or sold in the U.S. absent registration or an exemption.

What is the expected closing date for Howard Hughes' senior notes offering (HHH)?

The offering is expected to close on February 17, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of those conditions and final settlement procedures for the private placement.