Pershing Square proposes to acquire majority of Howard Hughes at $85/share cash option

Howard Hughes Holdings Inc.

Pershing Square offers $85/share cash (38.3% premium to Aug 5 close; 18.4% to Jan 10 close) for up to $1.5B in total consideration.
Stockholders can elect cash or roll over shares into post-merger company; Pershing Square rolls over its 37.6% stake.
Transaction includes $500M share repurchase by HHH via new bond issuance; Jefferies highly confident on financing.
Post-merger, Pershing Square would own 61-69%, but voting limited to <50%; HHC to remain under current management.
Special committee of independent directors formed to evaluate proposal; no assurance deal will be consummated.

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