LONDON, December 18, 2025–(BUSINESS WIRE)–Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (“PSH”) today announces that it has entered into an equity commitment letter to subscribe for up to $1 billion of non-voting exchangeable perpetual preferred stock to be issued by Howard Hughes Holdings Inc. (NYSE: HHH) (“HHH”) (the “PSH Preferred”) (the “PSH Investment”) in connection with HHH’s agreement to indirectly acquire Vantage Group Holdings, Ltd. (“Vantage”), a privately held specialty insurance and reinsurance company being sold by, among others, Carlyle and Hellman & Friedman, for approximately $2.1 billion in cash. HHH’s announcement of its agreement to acquire Vantage is available here https://investor.howardhughes.com/news-events/news-releases.
The board of directors of PSH (the “PSH Board”) note the views of HHH’s management in relation to the Vantage acquisition and believe that it offers attractive prospects for HHH and, accordingly, for PSH, HHH’s largest shareholder, and its shareholders.
The acquisition of Vantage by HHH will be financed by a combination of HHH’s cash on hand and the subscription for the PSH Preferred. The quantum of the PSH Preferred to be subscribed will be decided by HHH (up to the $1 billion cap), and the stock issued, on the closing of the acquisition. The PSH Preferred will be split into 14 equally sized tranches which HHH will have the right to repurchase during a prescribed window following the end of each of the first seven fiscal years post-closing of the Vantage acquisition. The repurchase price for the PSH Preferred will be equal to the greater of (a) 1.5 times the preceding year-end or quarter-end book value of Vantage multiplied by the corresponding ownership percentage represented by the applicable tranche(s) of PSH Preferred (on an as-exchanged basis) and (b) the original issue price for the PSH Preferred plus a 4% per annum increase through the date of repurchase.
The PSH Preferred will become exchangeable into the common stock of Vantage if not fully repurchased within 60 days following the end of the seventh fiscal year post-issuance. Without the approval of a majority of disinterested directors of HHH, PSH’s ownership of Vantage will be limited to 49% of Vantage’s common stock.
The PSH Preferred will generally rank pari passu with HHH common stock and will not have a liquidation preference, but will be subject to mandatory repurchase by HHH in the event of, among other things, a change of control transaction of HHH or Vantage. The PSH Preferred will have customary protective provisions, including a pro rata pre-emptive right in the event that any person proposes to contribute additional capital to Vantage following the issuance of the PSH Preferred, a consent right over the primary sale of additional equity securities of Vantage, and a right of first refusal with respect to any proposed secondary sale of any equity securities of Vantage.