REG-Pershing Square Holdings, Ltd. Pershing Square Holdings, Ltd. (“PSH”) Announces Amendments to its Investment Management Agreement Which Will Reduce Fees Paid by PSH With Respect to It’s Holdings of Common Stock in Howard Hughes Holdings, Inc. (“HHH”)

Pershing Square HoldingsAnnouncement

06/08/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250806:nBw337ZZa&default-theme=true


Pershing Square Holdings, Ltd. (“PSH”) Announces Amendments to its
Investment Management Agreement Which Will Reduce Fees Paid by PSH With
Respect to It’s Holdings of Common Stock in Howard Hughes Holdings, Inc.
(“HHH”)

PSH Announces Entry into Voting Proxy Agreement Granting Voting Proxy to the
Parent Company of its Investment Manager With Respect to Common Stock in HHH

 

Pershing Square Holdings, Ltd. (LN: PSH) (LN: PSHD) today announced that its
investment manager, Pershing Square Capital Management, L.P. (the
“Investment Manager”), proposed certain amendments to PSH’s Investment
Management Agreement (the “IMA”) that will reduce the management fees paid
by PSH. The Board of PSH approved these amendments to the IMA.

PSH also announced today that it, along with Pershing Square, L.P.
(“PSLP”), Pershing Square International, Ltd. (“PS International”, and
together with PSH and PSLP, the “Funds”), the Investment Manager’s
parent company, Pershing Square Holdco, L.P. (“ManagementCo”), and the
Investment Manager are entering into a Voting Proxy Agreement (the “Voting
Proxy Agreement”) appointing ManagementCo as designated proxy to vote all
common stock of HHH owned by the Funds.

Amendments to IMA

The amendments to the IMA follow ManagementCo’s investment of $900 million
to acquire nine million newly issued shares of common stock with a par value
$0.01 of HHH (the “Common Stock”) on May 5, 2025 (the “Transaction”).
After giving effect to the Transaction, ManagementCo, PSH and the other Funds
collectively own approximately 46.9% of HHH common stock outstanding.

As previously announced, in connection with the Transaction, HHH entered into
a Services Agreement with the Investment Manager pursuant to which the
Investment Manager will provide investment, advisory, and other ancillary
services to HHH (the “Services Agreement”), and HHH will pay the
Investment Manager a quarterly fee further described in the following joint
press release:
https://investor.howardhughes.com/news-releases/news-release-details/pershing-square-invest-900-million-acquire-nine-million-newly
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestor.howardhughes.com%2Fnews-releases%2Fnews-release-details%2Fpershing-square-invest-900-million-acquire-nine-million-newly&esheet=54303457&newsitemid=20250805782790&lan=en-US&anchor=https%3A%2F%2Finvestor.howardhughes.com%2Fnews-releases%2Fnews-release-details%2Fpershing-square-invest-900-million-acquire-nine-million-newly&index=1&md5=4a6c49d057c220247f873f47221a248c)
.

The amendments to the IMA provide for reductions to the management fees
otherwise payable by PSH to the Investment Manager. The reduction will be an
amount equal to the fees payable to the Investment Manager by HHH that are
attributable to the HHH common stock held by PSH.

Voting Proxy Agreement

Under the IMA, the Investment Manager has sole authority to determine how to
vote securities held by PSH, including common stock of HHH, unless otherwise
specifically agreed to in writing by PSH and the Investment Manager. PSH’s
entry into the Voting Proxy Agreement, joining the other Funds in appointing
ManagementCo as designated proxy to vote all common stock of HHH owned by the
Funds, is intended to support the strategic purposes of the Transaction and to
address legal and regulatory considerations, among other reasons.

This press release does not constitute an offer to sell or buy or the
solicitation of an offer to buy or sell any securities.

The Investment Manager is a related party of PSH under UKLR 11 for the
purposes of UKLR 8. The amendment of the IMA and corresponding reduction of
management fees otherwise payable by PSH to the Investment Manager is a
transaction for the benefit of PSH with no financial benefit to the Investment
Manager and, as such, falls below the threshold for a relevant related party
transaction specified in UKLR 11.

About Pershing Square Holdings, Ltd.

Pershing Square Holdings, Ltd. (LN: PSH) (LN: PSHD) is an investment holding
company structured as a closed-ended fund.

Category: (PSH:Other)

Media Contact 

Camarco 

Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3757 4980,
MediaInquiries@pershingsquareholdings.com
(mailto:MediaInquiries@pershingsquareholdings.com)



View source version on businesswire.com:
https://www.businesswire.com/news/home/20250805782790/en/
(https://www.businesswire.com/news/home/20250805782790/en/)

Pershing Square Holdings, Ltd.


Copyright Business Wire 2025