On November 9, 2012, The Howard Hughes Corporation (the "Company") entered into a Warrant Purchase Agreement with certain affiliates of Brookfield Asset Management Inc. listed on Schedule I of the Warrant Purchase Agreement (the "Brookfield Investors"). Under the terms of the Warrant Purchase Agreement, the Brookfield Investors agreed, in accordance with the Warrant Agreement, dated as of November 9, 2010 (the "Warrant Agreement"), by and between the Company and Computershare Shareowner Services LLC (as successor-in-interest to Mellon Investor Services LLC), to exercise warrants to purchase 1,525,272 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at an exercise price of $50.00 per share of Common Stock or $76,263,600 in the aggregate. Simultaneously with the exercise of the warrants, the Company agreed to purchase the remaining warrants to purchase 2,308,601 shares of Common Stock held by the Brookfield Investors for $89,311,600. The Warrant Purchase Agreement provides that the exercise price paid by the Brookfield Investors shall be netted against the purchase price paid by the Company for Brookfield's remaining warrants, resulting in a payment by the Company of $13,048,000 to the Brookfield Investors. The transactions closed on November 9, 2012.

For information about the Company's relationship with Brookfield Asset Management Inc. and its affiliates, see the section entitled "Related Party Transactions and Certain Relationships" included in the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the "SEC") on April 26, 2012, which section is incorporated by reference herein.

A copy of the Warrant Purchase Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Additionally, a more complete description of the Warrant Agreement and the Warrant Agreement attached as Exhibit 10.8 are included in the Company's Current Report on Form 8-K filed with the SEC on November 12, 2010, and are incorporated by reference herein.

(d) Exhibits.

Number                                    Exhibit

  10.1     Warrant Purchase Agreement, dated as of November 9, 2012, by and among
           The Howard Hughes Corporation and the parties listed on Schedule I
           attached thereto.