UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 2, 2020, The Howard Hughes Corporation (the “Company”) entered into a supplemental indenture (the “2020 First Supplemental Indenture”) by and among HH Woodlands Tower Holdings, LLC, a Delaware limited liability company (“Woodlands Tower”), API/HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company (“API/HHC”), each as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee, to amend that certain indenture governing the 5.375% senior notes due 2028 (the “2028 Notes”), dated as of August 18, 2020, by and among the Company, as issuer, HHC Warehouse Holdings Company, LLC, a Delaware limited liability company, HH Warehouse Land Holdings, LLC, a Delaware limited liability company, each as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee (the “2020 Indenture”).
The 2020 First Supplemental Indenture provides that Woodlands Tower and API/HHC, as subsidiary guarantors, will be bound by the terms of the 2020 Indenture, will jointly and severally provide a guarantee of all payment obligations arising under the 2028 Notes, and will each be unconditionally and automatically released as a guarantor upon, among other events, each such entity no longer being the borrower or a guarantor under certain credit facilities or other forms of indebtedness of the Company.
On October 2, 2020, the Company entered into a supplemental indenture (the “2017 Third Supplemental Indenture”) by and among Woodlands Tower and API/HHC, each as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee, to amend that certain indenture governing the 5.375% senior notes due 2025 (the “2025 Notes”), dated as of March 16, 2017, by and between the Company and Wells Fargo Bank, National Association, as trustee (as supplemented by a first supplemental indenture thereto, dated as of June 15, 2017, and a second supplemental indenture thereto, dated as of August 18, 2020, and as so supplemented, the “2017 Indenture”).
The 2017 Third Supplemental Indenture provides that Woodlands Tower and API/HHC, as subsidiary guarantors, will be bound by the terms of the 2017 Indenture, will jointly and severally provide a guarantee of all payment obligations arising under the 2025 Notes, and will each be unconditionally and automatically released as a guarantor upon, among other events, each such entity no longer being the borrower or a guarantor under certain credit facilities or other forms of indebtedness of the Company.
The preceding descriptions of the 2020 First Supplemental Indenture and the 2017 Third Supplemental Indenture are summaries and are qualified in their entirety by, respectively, the 2020 First Supplemental Indenture, filed as Exhibit 4.1 hereto, and the 2017 Third Supplemental Indenture, filed as Exhibit 4.2 hereto, each of which is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | First Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of August 18, 2020, among The Howard Hughes Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding Company, LLC and Wells Fargo Bank, National Association, as trustee. | |
| 4.2 | Third Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of March 16, 2017, as first supplemented on June 15, 2017 and as further supplemented on August 18, 2020, among The Howard Hughes Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding Company, LLC and Wells Fargo Bank, National Association, as trustee. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 7, 2020
| THE HOWARD HUGHES CORPORATION | ||
| By: | /s/ Peter F. Riley | |
| Peter F. Riley | ||
| Senior Executive Vice President, Secretary and General Counsel | ||