Howard Hughes (NYSE: HHH) raises $1B in notes to redeem 2028 debt
Rhea-AI Filing Summary
Howard Hughes Holdings Inc., through subsidiary The Howard Hughes Corporation, completed a $1 billion private offering of senior notes split between
Substantially concurrently, the company deposited sufficient funds with the trustee to redeem all
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Insights
Howard Hughes refinances 2028 notes with $1B of longer‑dated debt.
Howard Hughes Holdings Inc. raised
The company is using proceeds primarily to redeem all
Key structural features are the equity‑funded partial call options before
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On February 17, 2026, The Howard Hughes Corporation (“HHC”), a wholly owned subsidiary of Howard Hughes Holdings Inc. (the “Company”), completed its previously announced private offering (the “Offering”) to eligible purchasers of $1 billion aggregate principal amount of HHC senior notes consisting of (i) $500 million in aggregate principal amount of 5.875% senior notes due 2032 (the “2032 Notes”) and (ii) $500 million in aggregate principal amount of 6.125% senior notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”).
Indenture for 5.875% Senior Notes due 2032
The 2032 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2032 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee. The 2032 Notes have not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and were offered and sold either to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act (“Rule 144A”) or to persons outside the United States under Regulation S of the Securities Act (“Regulation S”).
The 2032 Notes mature on March 1, 2032. Interest accrues on the 2032 Notes at a rate of 5.875% per annum from the date of issuance, and interest is payable semiannually, on March 1 and September 1 of each year. The first interest payment date is September 1, 2026. HHC may redeem all or part of the 2032 Notes at any time on or after September 1, 2028 at prices set forth in the 2032 Notes Indenture, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to September 1, 2028, HHC may redeem up to 40% of the 2032 Notes using the proceeds from certain equity offerings at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to September 1, 2028, HHC may also redeem some or all of the 2032 Notes at a price equal to 100% of the principal amount, plus a “make-whole” premium and accrued and unpaid interest up to, but not including, the redemption date.
Upon the occurrence of certain events constituting a change of control, HHC may be required to make an offer to repurchase all of the 2032 Notes (unless otherwise redeemed) at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
The 2032 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2032 Notes then outstanding may declare the entire principal amount of the 2032 Notes, and the interest accrued on such 2032 Notes, to be immediately due and payable.
The foregoing summary description of the 2032 Notes Indenture and the 2032 Notes does not purport to be complete and is qualified in its entirety by reference to the terms of the 2032 Notes Indenture and the form of 2032 Notes included therein, copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively, and incorporated by reference in this Current Report on Form 8-K.
Indenture for 6.125% Senior Notes due 2034
The 2034 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2034 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee. The 2034 Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and were offered and sold either to “qualified institutional buyers” pursuant to Rule 144A or to persons outside the United States under Regulation S.
The 2034 Notes mature on March 1, 2034. Interest accrues on the 2034 Notes at a rate of 6.125% per annum from the date of issuance, and interest is payable semiannually, on March 1 and September 1 of each year. The first interest payment date is September 1, 2026. HHC may redeem all or part of the 2034 Notes at any time on or after March 1, 2029 at prices set forth in the 2034 Notes Indenture, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to March 1, 2029, HHC may redeem up to 40% of the 2034 Notes using the proceeds from certain equity offerings at a redemption price of 106.125% of the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to March 1, 2029, HHC may also redeem some or all of the 2034 Notes at a price equal to 100% of the principal amount, plus a “make-whole” premium and accrued and unpaid interest up to, but not including, the redemption date.
Upon the occurrence of certain events constituting a change of control, HHC may be required to make an offer to repurchase all of the 2034 Notes (unless otherwise redeemed) at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
The 2034 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2034 Notes then outstanding may declare the entire principal amount of the 2034 Notes, and the interest accrued on such 2034 Notes, to be immediately due and payable.
The foregoing summary description of the 2034 Notes Indenture and the 2034 Notes does not purport to be complete and is qualified in its entirety by reference to the terms of the 2034 Notes Indenture and the form of 2034 Notes included therein, copies of which are filed hereto as Exhibits 4.3 and 4.4, respectively, and incorporated by reference in this Current Report on Form 8-K.
| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on February 4, 2026, HHC provided notice of its intention to redeem all its $750,000,000 aggregate principal amount of outstanding 5.375% Senior Notes due 2028 (the “2028 Notes”), on February 19, 2026 (the “Redemption Date”). Substantially concurrently with the closing of the Offering of the Notes, on February 17, 2026, the Company irrevocably deposited with the trustee of the 2028 Notes sufficient funds to pay in full the applicable redemption price for the 2028 Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. Upon deposit of such funds with the trustee of the 2028 Notes, together with other specified documents delivered on February 17, 2026, the indenture governing the 2028 Notes (the “2028 Notes Indenture”) was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the 2028 Notes Indenture, the Company has been released from its obligations with respect to the 2028 Notes Indenture and the 2028 Notes, except with respect to those provisions of such indenture that, by their terms, survive the satisfaction and discharge of such indenture.
| Item 8.01 | Other Events |
On February 17, 2026, the Company issued a press release announcing the closing of the Offering of the Notes. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of February 17, 2026, by and between The Howard Hughes Corporation and Computershare Trust Company, N.A., relating to the 2032 Notes. | |
| 4.2 | Form of 5.875% Senior Notes due 2032 (included in Exhibit 4.1) | |
| 4.3 | Indenture, dated as of February 17, 2026, by and between The Howard Hughes Corporation and Computershare Trust Company, N.A., relating to the 2034 Notes. | |
| 4.4 | Form of 6.125% Senior Notes due 2034 (included in Exhibit 4.3) | |
| 99.1 | Press release issued February 17, 2026 announcing closing of 2032 Notes and 2034 Notes offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOWARD HUGHES HOLDINGS INC. | ||
| Date: February 17, 2026 | By: | /s/ Joseph Valane |
| Joseph Valane | ||
| General Counsel & Secretary | ||
Exhibit 99.1
The Howard Hughes Corporation Closes Offering of Senior Notes
THE WOODLANDS, Texas, February 17, 2026 – Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) announced today that its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) has completed its previously announced notes offering (the “Offering”) 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”).
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, which is scheduled to occur on February 19, 2026, and for general corporate purposes. This press release shall not constitute a notice of redemption of the 2028 Notes.
The Notes were 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.
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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
What did Howard Hughes Holdings Inc. (HHH) announce in this 8-K filing?
What are the key terms of Howard Hughes (HHH) 5.875% senior notes due 2032?
What are the main features of Howard Hughes (HHH) 6.125% senior notes due 2034?
How will Howard Hughes (HHH) use the proceeds from the $1 billion notes offering?
What happens to Howard Hughes’ 5.375% Senior Notes due 2028 after this transaction?
Who was eligible to purchase the new Howard Hughes (HHH) senior notes?
Filing Exhibits & Attachments
6 documents