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| HHC > SEC Filings for HHC > Form 8-K on 11-Dec-2012 | All Recent SEC Filings |
11-Dec-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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.
(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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