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$$ Howard Hughes Co. Has a Board

After 19 months it is almost over….

General Growth Properties, Inc. (NYSE: GGP) today named the individuals that will comprise the nine-member Board of Directors for the spin-off company that will consist of GGP’s portfolio of master planned communities and other real estate assets with long-term potential. GGP also announced today the spin-off company will be named The Howard Hughes Corporation.

The Howard Hughes Corporation Board of Directors will assume its responsibilities following the spin-off, which is expected to occur upon GGP’s emergence from bankruptcy in early November. The Company intends to name William A. Ackman Chairman at that time.

“I am extremely pleased that we have assembled such an experienced, talented and dynamic group of individuals to serve as directors of The Howard Hughes Corporation,” said Bill Ackman, Chairman Designee of the Board of The Howard Hughes Corporation. “I also believe the Howard Hughes name — which reflects the success and vision of one of our country’s greatest entrepreneurs — is a fitting brand for this world-class portfolio of real estate assets. We look forward to working to create long-term value for our shareholders.”

The following eight individuals will be members of The Howard Hughes Corporation Board of Directors. One seat on the Board of Directors will be reserved for the company’s Chief Executive Officer, who is expected to be announced after the spin-off is completed.

  • Bill Ackman — Founder and Chief Executive Officer of Pershing Square Capital Management, L.P. and a director of General Growth Properties, Inc. from June 2009 to March 2010. Mr. Ackman will serve as the Chairman of the Board of The Howard Hughes Corporation.
  • David Arthur — Managing Partner, Real Estate Investments — North America, for Brookfield Asset Management
  • Adam Flatto – President, The Georgetown Company, a privately held real estate investment and development company based in New York City
  • Jeff Furber — Chief Executive Officer of AEW Capital Management, L.P., which provides real estate investment management services to investors worldwide
  • Gary Krow — President, CEO and a director of GiftCertificates.com, a leading eCommerce provider of B2B incentive management solutions. Formerly, President of Comdata Corporation, a subsidiary of Ceridian Corporation.
  • Allen Model — Co-Founder, Treasurer and Managing Director of Overseas Strategic Consulting, Ltd., an international consulting firm that provides public information services to clients worldwide
  • Scot Sellers — Chief Executive Officer of Archstone, one of the world’s largest apartment companies, and former Chairman of the National Association of Real Estate Investment Trusts (NAREIT)
  • Steve Shepsman — Executive Managing Director and Founder of New World Realty Advisors, a real estate advisory firm with expertise in real estate restructuring, development and finance, and Chair of the Official Committee of Equity Holders in the Chapter 11 proceedings of General Growth Properties, Inc.

Messrs. Ackman, Model and Krow are designees of Pershing Square Capital Management, L.P. whose investment agreement with The Howard Hughes Corporation allows it to name three members of the Board. Mr. Arthur is a designee of Brookfield Asset Management, whose investment agreement with The Howard Hughes Corporation allows it to name one member of the Board.

This comes a week after GGP named its board. What I like about the composition of both Boards is that they both represent different shareholders with significant stakes in the company. Further, the representation of shareholders has a longterm outlook and not simply in this for a quick hit and exit. That, IMO gives the best possibility of actions from the Board being in the best interest of shareholders and NOT necessarily management. What is also encouraging is that both Boards are stacked with people (from what I know of them) who are full of opinions and not the types to simply show up and nod to what is presented to them.

No Boards is perfect but this composition I think is the best one could hope for with its significant shareholder representation.

Should get the “all clear” on the 21st from Judge Gropper and emerge ~1 week after. Then the real fun begins…..

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