HHH - Howard Hughes Holdings Inc. Board of Directors Approves Separation of Seaport Entertainment Group Inc. | Benzinga
THE WOODLANDS, Texas, July 18, 2024 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE:HHH) (the "Company" or "HHH") announced today that its Board of Directors has authorized and declared a pro rata distribution (the "Distribution") of 100% of the outstanding shares of common stock of Seaport Entertainment Group Inc. ("Seaport Entertainment") to holders of record of HHH common stock as of the close of business on July 29, 2024 (the "Record Date"). The Distribution is expected to be payable after market close on July 31, 2024 (the "Distribution Date"). As a result of the Distribution, holders of HHH common stock will receive one share of Seaport Entertainment common stock for every nine shares of HHH common stock held at the close of business on the Record Date.
Fractional shares of Seaport Entertainment common stock will not be distributed to HHH stockholders. Instead, the fractional shares of Seaport Entertainment common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to HHH stockholders who otherwise would have received fractional shares of Seaport Entertainment common stock.
No action is required by HHH stockholders to receive the distributed shares of common stock of Seaport Entertainment. HHH stockholders who hold HHH common stock on the Record Date will either receive a book-entry account statement reflecting their ownership of Seaport Entertainment common stock or their brokerage account will be credited with Seaport Entertainment shares. The shares are expected to be credited to "street name" stockholders through the Depository Trust Corporation (DTC) on the Distribution Date.
An Information Statement containing details regarding the distribution of Seaport Entertainment common stock and Seaport Entertainment's business and management following the consummation of the Distribution will be mailed to HHH stockholders prior to the Distribution Date. The Distribution remains subject to the satisfaction or waiver of customary conditions, including the Securities and Exchange Commission ("SEC") having declared Seaport Entertainment's Registration Statement on Form 10, as amended (the "Registration Statement"), effective. The Registration Statement has been filed with the SEC and is available at the SEC's website at www.sec.gov, as described in the Information Statement.
HHH expects "when-issued" trading of Seaport Entertainment common stock to begin on July 29, 2024, on the New York Stock Exchange ...