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HHC > SEC Filings for HHC > Form 8-K on 11-Dec-2012All Recent SEC Filings

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Form 8-K for HOWARD HUGHES CORP


11-Dec-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry Into a Material Definitive Agreement.

On December 6, 2012, The Howard Hughes Corporation (the "Company") entered into
(i) a Warrant Purchase Agreement (the "Fairholme Warrant Purchase Agreement") with The Fairholme Fund and Fairholme Focused Income Fund (collectively, "Fairholme") and (ii) a Warrant Purchase Agreement (the "Blackstone Warrant Purchase Agreement") with certain affiliates of The Blackstone Group L.P. listed on Schedule I of the Blackstone Warrant Purchase Agreement (the "Blackstone Investors"). Under the terms of the Fairholme Warrant Purchase Agreement, the Company agreed to purchase warrants to purchase 1,916,667 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), held by Fairholme for $30.00 cash per warrant. Under the terms of the Blackstone Warrant Purchase Agreement, the Company agreed to purchase warrants to purchase 333,333 shares of Common Stock held by the Blackstone Investors for $30.00 cash per warrant. The transactions closed on December 7, 2012.

For information about the Company's relationships with Fairholme and the Blackstone Investors, see the section entitled "Related Party Transaction 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.

Copies of the Fairholme Warrant Purchase Agreement and the Blackstone Warrant Purchase Agreement are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Additionally, a more complete description of the Warrant Agreement is included in, and a copy of the Warrant Agreement is attached as Exhibit 10.8 to, the Company's Current Report on Form 8-K filed with the SEC on November 12, 2010, and are incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number                                     Exhibit

   10.1      Warrant Purchase Agreement, dated as of December 6, 2012, by and
             among The Fairholme Fund, Fairholme Focused Income Fund and The
             Howard Hughes Corporation

   10.2      Warrant Purchase Agreement, dated as of December 6, 2012, by and
             among the parties listed on Schedule I attached thereto and The
             Howard Hughes Corporation


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