HHH acquires Vantage for $2.1B; Pershing Square provides $1B preferred

Howard Hughes Holdings Inc.

Purchase price ~$2.1B in cash; 100% of Vantage, a specialty insurer backed by Carlyle and Hellman & Friedman.
Funded by HHH cash and up to $1B non-voting, non-interest-bearing preferred stock issued to Pershing Square Holdings.
Preferred stock convertible into Vantage common after 7 years if not repurchased; HHH has call option at greater of issue price+4% or 1.5x book value.
Pershing Square Capital Management to manage Vantage's investment portfolio on a fee-free basis.
Transaction expected to close Q2 2026, subject to regulatory approvals.

item 1.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Howard Hughes Holdings Inc. issued preferred stock to Pershing Square Holdings, Ltd. (PSH) for $1.0 billion.

Security: preferred stock
Purchaser: Pershing Square Holdings, Ltd. (PSH)
Consideration: $1.0 billion

Exact text from the filing

into an equity commitment letter (the “Equity Commitment Letter”) pursuant to which PSH has committed, prior to and contingent upon the Closing, to purchase an amount equal to $1.0 billion (or such lesser amount as may be requested by the Company) of the Company’s Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share (such shares

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Howard Hughes Holdings Inc. entered into Equity Commitment Letter with Pershing Square Holdings, Ltd. valued at $1.0 billion (effective 2025-12-17).

Action: entry
Agreement: equity purchase
Counterparty: Pershing Square Holdings, Ltd.
Value: $1.0 billion
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Pershing Square Holdings, Ltd. (“PSH”) entered into an equity commitment letter (the “Equity Commitment Letter”) pursuant to which PSH has committed, prior to and contingent upon the Closing, to purchase an amount equal to $1.0 billion

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Howard Hughes Holdings Inc. entered into Purchase and Sale Agreement with Vantage Group Holdings, Ltd., Carlyle Partners VII Cayman Holdings V, L.P., H&F Vantage Aggregator, L.P., each of the other shareholders of Vantage valued at $2.1 billion (effective 2025-12-17).

Action: entry
Agreement: asset purchase
Counterparty: Vantage Group Holdings, Ltd., Carlyle Partners VII Cayman Holdings V, L.P., H&F Vantage Aggregator, L.P., each of the other shareholders of Vantage
Value: $2.1 billion
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard Hughes Holdings Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Vantage Group Holdings, Ltd.

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Howard Hughes Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-122577

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