Howard Hughes plans $1B notes, to redeem 2028 debt
Howard Hughes Holdings Inc. announced that its wholly owned subsidiary, The Howard Hughes Corporation, plans a private, unregistered offering of $1 billion in senior notes, split between notes due 2032 and 2034.
Rhea-AI Filing Summary
Howard Hughes Holdings Inc. announced that its wholly owned subsidiary, The Howard Hughes Corporation, plans a private, unregistered offering of $1 billion in senior notes, split between notes due 2032 and 2034. The company also disclosed that preliminary, unaudited estimated financial results for the fourth quarter and full year ended December 31, 2025 are included in a preliminary offering memorandum excerpted in an exhibit.
On the same day, The Howard Hughes Corporation called for the redemption of $750 million aggregate principal amount of its 5.375% Senior Notes due 2028 on February 19, 2026. Holders will receive 100.896% of principal plus accrued and unpaid interest, or a total of $1,011.6475 per $1,000 principal. The company intends to fund this redemption with proceeds from the new 2032 and 2034 notes.
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Insights
Howard Hughes plans $1B in new notes to refinance $750M of 2028 debt.
The Howard Hughes Corporation, a subsidiary of Howard Hughes Holdings Inc., intends to issue $1 billion of senior notes due 2032 and 2034 in a private, unregistered offering. In parallel, it will redeem $750,000,000 of 5.375% Senior Notes due 2028 on February 19, 2026.
The redemption price is 100.896% of principal plus accrued interest, giving holders $1,011.6475 per $1,000 principal. The company states that it intends to fund this redemption with proceeds from the new notes, indicating a refinancing of part of its existing debt stack rather than a clearly quantified net reduction or increase in borrowings.
Key items to track in subsequent disclosures include the final interest rates and covenants for the new 2032 and 2034 notes, as those terms will determine whether overall interest expense and financial flexibility improve relative to the redeemed 5.375% 2028 notes.
8-K Event Classification
FAQ
What did Howard Hughes Holdings Inc. (HHH) announce about new senior notes?
How much of Howard Hughes’ 5.375% 2028 senior notes will be redeemed?
What redemption price will holders of Howard Hughes’ 2028 notes receive?
How does Howard Hughes plan to fund the redemption of its 2028 notes?
Does the Howard Hughes 8-K include financial results for 2025?
Are the new Howard Hughes senior notes being registered with the SEC?
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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| Item 7.01 | Regulation FD Disclosure |
Howard Hughes Holdings Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the private offering of senior notes by its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) as described below. Such information contains certain preliminary unaudited estimated financial results of HHC for the fourth quarter and the fiscal year ended December 31, 2025.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
On February 4, 2026, the Company issued a press release announcing HHC’s intention to offer, subject to market and other conditions, $1 billion in aggregate principal amount of HHC senior notes consisting of senior notes due 2032 (the “2032 Notes”) and senior notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”), in an unregistered offering exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
In addition, on February 4, 2026, the Company issued a press release announcing the redemption by HHC of $750,000,000 aggregate principal amount outstanding of HHC’s 5.375% Senior Notes due 2028 (the “2028 Notes”) on February 19, 2026 (the “redemption date”). The redemption price for the 2028 Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest on the 2028 Notes to, but excluding, the redemption date, for a total payment to holders of $1,011.6475 per $1,000 principal amount of 2028 Notes. HHC intends to fund the redemption of the 2028 Notes with proceeds from the offering of the 2032 Notes and the 2034 Notes. A copy of the press release is furnished hereto as Exhibit 99.3 and incorporated herein by reference.
This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of the Company’s senior notes. Such notice, if any, will be given in accordance with the terms of the applicable indenture.
| Item 9.01 | Financial Statements and Exhibits | |
| Exhibit No. |
Description | |
| 99.1 | Excerpts from HHC’s Preliminary Offering Memorandum. | |
| 99.2 | Press release dated February 4, 2026 announcing HHC’s intention to offer 2032 Notes and 2034 Notes. | |
| 99.3 | Press release dated February 4, 2026, announcing HHC’s redemption of 2028 Notes. | |
| 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 4, 2026 | By: | /s/ Joseph Valane |
| Joseph Valane | ||
| General Counsel & Secretary | ||