Alright, we have been waiting for this for over a decade now.  Let’s see what happens

FT:

Bill Ackman has created a new acquisition machine, fulfilling his long-standing aspiration to create a conglomerate in the image of Warren Buffett’s Berkshire Hathaway, he announced on Monday. Ackman is assuming effective control of Howard Hughes, a listed real estate development company he already partially owns, with a further $900mn investment in the Texas-based group. Under the agreement, it will shift its strategy to become a diversified conglomerate, buying controlling stakes in public and private companies under the instruction of Ackman and his investment team.

 

Ackman has been working on the deal for months but faced backlash from Howard Hughes shareholders over an unusual management fee proposal that could have been worth tens of millions of dollars annually to his asset management firm, Pershing Square. Ackman agreed to softened terms of the fee arrangement, paving the way for Monday’s deal. Howard Hughes will pay Pershing Square $15mn annually for its investment team, led by Ackman and his chief investment officer Ryan Israel, to hunt for acquisitions. It will also owe Pershing Square a 1.5 per cent fee on any increase in the market capitalisation of Howard Hughes above the inflation rate. A special committee formed by Howard Hughes’ board addressed complaints about the original terms.

 

The new arrangement was viewed positively by some large Howard Hughes shareholders, who had considered attempting to block a previous effort launched by Ackman in January. In that first effort, Ackman had proposed that Howard Hughes pay Pershing Square a 1.5 per cent management fee on all of its market cap gains with no hurdle. But the new proposal ties the fee to the current market cap and share count of Howard Hughes, meaning Ackman will not be compensated for simply issuing new Howard Hughes shares to fund acquisitions. “The management fee change is a pretty big modification from prior proposals,” one large shareholder told the Financial Times. “It is not the perfect deal, but the special committee listened to some feedback,” he said. However, other shareholders criticised the low hurdle on Ackman’s fee, instead of it being linked to the S&P 500 or a more stringent benchmark.

 

The deal did not require a shareholder vote and closed on Monday. Ackman created Howard Hughes in 2012 as a way to exit one of his greatest-ever trades, a large bet on bankrupt mall developer General Growth Properties during the 2008 financial crisis. Instead of selling his shares, Ackman took ownership of a piece of General Growth’s non-core properties including large residential developments in Houston, Las Vegas, Maryland and Hawaii. Ackman has long believed the properties, which public investors have not so far valued highly, can be engineered to fund large corporate takeovers using their cash flows and tax advantages.

 

Ackman said in a press release that Howard Hughes’s value had “largely gone unrecognized” by public stockholders and that it could now become “a superb platform to build a faster-growing, high-returning holding company”.

So, this is so much better than the take-private option.  I am gonna sit here and see how this plays out.  Clearly, expect to see some volatility around this as it takes shape and investments are made, primarily if they are privately held companies as their valuations can sway significantly and are a bit opaque to investors used to being able to look up today’s price in their phones in a second.

That being said, my sole question is: “What took so long????”

The Release:

NEW YORK–(BUSINESS WIRE)–Pershing Square Holdco, L.P. (“Pershing Square”), the parent holding company of Pershing Square Capital Management, L.P. (“PSCM”), today announced it has submitted a new non-binding proposal to the Special Committee of the Board of Directors of Howard Hughes Holdings Inc. (“HHH”).

 

The new proposal is responsive to feedback from HHH shareholders and the Special Committee, and replaces Pershing Square’s previously disclosed non-binding proposal of January 13, 2025 that has been withdrawn.

 

In the new proposal:

(1)		Pershing Square would acquire 10,000,000 newly issued common shares of HHH for $90 per share. The $90 share price represents a 46.4% premium to the $61.46 unaffected price of HHH stock on August 5th, prior to Pershing Square’s August 6, 2024 amendment of its Schedule 13D announcing its intention to evaluate a potential transaction with HHH,
(2)		Pershing Square’s ownership would increase from 37.6% to 48% of shares outstanding. Pershing Square would not sell any of the shares currently owned by the Pershing Square funds, shares the funds intend to hold for the long term,
(3)		HHH would continue to be governed by an independent board of directors comprised of some current independent directors, three additional Pershing Square directors, and one or more new independent directors,
(4)		Bill Ackman would become Chairman and CEO of HHH; Ryan Israel would become Chief Investment Officer; Ben Hakim would become President; and the full Pershing Square team and resources would be made available to the company,
(5)		The $900 million cash infusion will enable HHH to immediately begin to pursue the acquisition of controlling interests in public and private companies as part of its new strategy of becoming a diversified holding company; the transaction is expected to be credit rating positive for the company,
(6)		HHH’s principal subsidiary, Howard Hughes Corporation (“HHC”), would remain unchanged with the same strategic direction and senior leadership led by CEO David O’Reilly,
(7)		The Pershing Square management team would assume responsibility for overseeing the hedging of macroeconomic and other risks that affect HHC’s core real estate and Master Planned Communities business,
(8)		The Pershing Square management team would receive no cash, equity or other compensation, and
(9)		Pershing Square would enter into a services agreement with HHH and receive an annual fee, paid quarterly, of 1.5% of HHH’s equity market capitalization.

 

The revised transaction does not require regulatory approvals, a shareholder vote or financing, and can therefore be consummated subject only to Special Committee and board approval and the execution of definitive documents, which can be completed within a few weeks. Pershing Square will fund its $900 million investment from cash on its balance sheet.

Pershing Square will host an X Live broadcast on February 19^th at 9am EST regarding the proposed transaction.

Shareholders and other interested parties are invited to access the broadcast and participate in the Q&A session at https://x.com/BillAckman.

 

During the broadcast, Pershing Square CEO Bill Ackman and other members of the Pershing Square Team will make a presentation about the new proposal, and will thereafter host an X Spaces session, which will provide the opportunity for live Q&A.

 

I agree with the strategy here 100%. It is the primary reason I bought the stock years ago. My question is, “Why hasn’t it already happened?”.

We’ve been talking about HHH becoming a holding company vehicle where Ackman can use its resources to acquire other businesses, invest in stocks, and grow into a company with many different assets.

Then they spun off the Seaport, Media, and Sports assets, which diversified them and are now solely a real estate company.

This is confusing and at $85, I’m skeptical this deal happens…

Buffet did it through a public vehicle, there is no reason Bill can’t also

The News:

LAS VEGAS (KSNV) — Howard Hughes Holdings (HHH), the company that has developed the master-planned Summerlin community in Las Vegas, says it received a buyout offer worth $1 billion.

The company disclosed that Pershing Square Capital Management, a hedge fund founded by Bill Ackman, submitted a proposal to merge HHH with a subsidiary and own a majority of common stock.

 

Pershing Square already owns about 37.6% of HHH, according to a filing with the Securities and Exchange Commission. Under the proposal, Pershing Square would buy another 11.8 million shares for $85 per share.

A letter signed by Ackman and addressed to the Howard Hughes board is attached to the filing. In the letter, Ackman says that while he’s pleased with HHH’s business progress, he’s disappointed with its stock price performance.

 

Senior leaders at Pershing Square would take over the leadership team, according to Ackman, but all current HHH employees are expected to keep their jobs. Howard Hughes’ master-planned communities business would also remain unchanged.

“With reference to Howard Hughes Holdings’ namesake — one of the world’s greatest aviators and entrepreneurs — let’s give this bird some wings,” he writes.

 

HHH says a special committee formed last year will evaluate Pershing Square’s proposal, and any potential agreement would require approval from a majority of shareholders who are not affiliated with Pershing Square.

 

“There can be no assurance that the Company will pursue this proposed transaction or any other strategic outcome, and HHH does not intend to comment further on this matter unless and until further disclosure is determined to be appropriate or necessary,” the SEC filing states.

 

HHH oversees the development of Summerlin’s 22,500 acres on Las Vegas’ west side.

The Las Vegas Aviators baseball team and its home stadium, Las Vegas Ballpark, were spun off into a separate company called Seaport Entertainment Group back in August.

The market seems to like the Seaport Group’s spin (as do we). The company is far better off without it, and I believe stemming the tide of continued losses there lets people see this as a real estate play, which it should be.

Results:

THE WOODLANDS, Texas, November 4, 2024 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for the third quarter ended September 30, 2024. The financial statements, exhibits, and reconciliations of non-GAAP measures in the attached Appendix and the Supplemental Information at Exhibit 99.2 provide further detail of these results.

Third Quarter 2024 Highlights:

–Net income from continuing operations per diluted share of $1.95 compared to $0.64 in the prior-year

–Master Planned Community (MPC) EBT of $145 million sets a new quarterly record—driven by a 184% year-over-year increase in residential land sales revenue at an average price of $1 million per acre—and contributed to a $30 million increase in the full-year MPC EBT guidance mid-point to $330 million

–Total Operating Assets NOI of $65 million was up 8% year-over-year—led by strong office and multi-family performance—and contributed to a $2 million increase in the full-year NOI guidance mid-point to $257 million

–Contracted to sell 29 condominium units in Ward Village® and The Woodlands®—representing $57 million of future revenue

–Completed the spinoff of Seaport Entertainment Group on July 31, 2024, providing increased focus on HHH’s real estate operations and MPC development going forward

–Subsequent to quarter end, Victoria Place®—the 7th condominium tower in Ward Village—was completed with increased guidance expectations for condo sales revenue of $760 million at ~27.5% gross margins

“Howard Hughes continued to defy the market’s national narrative in the third quarter, producing outstanding financial results—including record MPC EBT—across our entire portfolio of world class assets which ultimately contributed to increased full-year guidance in each of our segments,” commented David R. O’Reilly, Chief Executive Officer of Howard Hughes. “In the quarter, we also completed our transformative spinoff of Seaport Entertainment, embarking on a new chapter as a pure-play real estate company. With a streamlined portfolio and refined strategic focus on the development of our world-class master planned communities, we anticipate many exciting opportunities for growth and incremental value creation in the years to come.

“In our MPC segment, we delivered record quarterly EBT of $145 million as homebuilder demand for incremental acreage remained at elevated levels. During the quarter, we closed on the sale of 191 residential acres at an impressive average price of $1 million per acre—representing a strong 13% year-over-year pricing increase. With this incredible pace of land sales and pricing, as well as a solid new home market and low inventories of vacant lots in our MPCs, we anticipate continued momentum for additional land sales going forward. As a result, we have meaningfully raised our 2024 full-year MPC EBT guidance range by $30 million to a new mid-point of $330 million.

“In Operating Assets, we delivered strong 8% year-over-year NOI growth, with solid gains in our office and multi-family portfolios. In office, we continued to benefit from expiring rent abatements in The Woodlands and Summerlin® which are the result of remarkable leasing performance in recent years. In multi-family, we achieved a second consecutive quarter of record NOI driven by incremental lease-up at our newest properties, as well as by continued strong demand at our stabilized assets which are almost entirely full. For the full year, we now expect record Operating Assets NOI—including the contribution from joint ventures—of approximately $257 million, up $2 million compared to our previous guidance.

“In Strategic Developments, pre-sales for our future condominium developments in Hawai’i and Texas continued at a solid pace with 29 units contracted during the quarter, bringing our inventory of available units to 88% pre-sold. In early November, subsequent to quarter end, we delivered Victoria Place—our seventh completed condominium tower in Hawai’i. Closings for this project will begin this week, and we expect to achieve approximately $760 million of condo revenue, representing the highest revenue achieved on any tower in the history of Ward Village. In Texas, we recently broke ground on The Ritz-Carlton Residences, The Woodlands. This ultra-luxury condo development on the shores of Lake Woodlands has seen incredible demand since its launch with pre-sales achieving a record price per square-foot for the Houston market.

“And finally, we closed on our first sale of Municipal Utility District (MUD) receivables in Bridgeland® during the quarter, allowing us to create a liquidity mechanism to further enhance our self-funding model. We used the proceeds to significantly pay down Bridgeland’s line of credit, allowing us to expand our borrowing capacity, which improves our liquidity and provides greater optionality for the future. Looking forward, we are exploring opportunities to continue improving our liquidity by accelerating the monetization of other MUD receivables.”

Financial Highlights

Total Company

–HHH reported net income from continuing operations of $96.5 million, or $1.95 per diluted share in the quarter, compared to $32.1 million or $0.64 per diluted share in the prior-year period. This improvement was primarily driven by increased MPC residential land sales, improved NOI performance from Operating Assets, and the final settlement of the construction defect dispute at Waiea in Ward Village.

–The Company continues to maintain a strong liquidity position with $400.7 million of cash and cash equivalents, $1.5 billion of undrawn lender commitment available to be drawn for property development, and limited near-term debt maturities.

–On July 31, 2024, HHH completed the spinoff of Seaport Entertainment Group Inc. (SEG), with holders of HHH common stock receiving one share of SEG common stock for every nine shares of HHH common stock. All current and historical net income and losses related to SEG are reflected in discontinued operations in the Company’s financial statements.

MPC

–MPC EBT of $144.8 million represented a new quarterly all-time high for HHH, increasing 71% compared to $84.8 million in the prior-year period.

–The average price per acre of residential land sold was approximately $1.0 million during the quarter, up 13% year-over-year, and the second-highest quarterly result in HHH history.

–MPC land sales of $198.2 million increased $122.9 million year-over-year, primarily due to 129 acres of superpad sales in Summerlin at an average price per acre of $1.3 million, compared to 39 acres of superpad sales at the same average price in the prior year.

–In TeravalisTM, 18 acres of residential land in Floreo were sold at a strong average price per acre of $762,000.

–Builder price participation declined $6.3 million year-over-year as fewer homes were closed with sales prices over the predetermined breakpoints, driven in part by higher prices per acre achieved on land sold to homebuilders in recent years.

–MPC equity earnings were $0.4 million—representing a $13.9 million year-over-year decrease—primarily related to the successful sellout of clubhouse condominium units at The Summit during the prior-year period.

Operating Assets

–Total Operating Assets NOI—including the contribution from unconsolidated ventures—totaled $64.8 million in the quarter. This represented an 8% increase compared to $60.0 million in the prior-year period.

–Office NOI of $31.8 million increased 9% year-over-year primarily due to abatement expirations and improved lease-up in The Woodlands and Summerlin. During the quarter, 114,000 square feet of new or expanded office leases were executed, and the stabilized office portfolio was 88% leased at quarter end.

–Multi-family NOI of $15.9 million—a new quarterly all-time high for HHH— increased 15% compared to the prior-year period primarily due to continued lease-up and improved performance at Marlow in Downtown Columbia®, Tanager Echo in Summerlin, and Starling at Bridgeland. At quarter end, the stabilized multi-family portfolio was 95% leased.

–Retail NOI of $13.0 million increased 2% year-over-year primarily due to improved occupancy in the ground floor retail at Juniper and Marlow in Downtown Columbia. At quarter end, the retail portfolio was 94% leased.

Strategic Developments

–In Hawai’i, contracted to sell 20 units representing $31.2 million of future revenue at The Launiu—HHH’s 11th tower in Ward Village which commenced pre-sales in February. Pre-sales to date have been strong with 55% of the units already pre-sold at quarter end.

–Contracted to sell four condos at The Park Ward Village® and Kalae®. At quarter end, these towers were 96% and 92% pre-sold, respectively.

–Contracted to sell five residences at The Ritz Carlton Residences, The Woodlands. At quarter end, 77 condos—or 69% of available units—were pre-sold and represented future revenue of $333.5 million. Subsequent to quarter end, in early October, the Company broke ground on this development, with completion expected in 2027.

–During the quarter, the Company recovered $90.0 million of insurance proceeds related to the settlement of construction defect claims at Waiea in Ward Village—including window remediation expenditures incurred since 2020. In conjunction with this settlement, the Company also recognized $12.1 million of additional condominium rights and unit cost of sales to settle final project costs previously incurred by the Waiea general contractor.

–Subsequent to quarter end, the Company completed Victoria Place—a 349-unit condominium development that is 100% pre-sold. Unit closings are expected to commence in November, contributing to approximately $760 million of anticipated condo sales revenue in the fourth quarter with approximately 27.5% gross margins.

Financing Activity

–In September 2024, the Company transferred the reimbursement rights for $193.4 million of existing MUD receivables and $10.4 million of related accrued interest, as well as $32.6 million of anticipated future MUD receivables, for total cash consideration of $176.7 million, recognizing a GAAP loss of $51.5 million.

–The cash consideration for the MUD receivable sale was provided by the issuance of third-party tax-exempt bonds that will be serviced by the MUD reimbursement cash flows. If the MUD reimbursement cash flows are consistent with the Company’s expectations, these anticipated future MUD receivables could be either returned to Bridgeland or could be sold in a future transaction. However, if a delay or other event causes a shortfall to bondholders, the cash flows from the $32.6 million of anticipated future MUD receivables would then be used to service the bonds. There are no obligations of the Company to service the bonds or provide any additional collateral.

–Proceeds from the MUD receivable sale were used to pay down the Bridgeland Notes by $192.0 million to a balance of $283.0 million at the end of the third quarter. This transaction supported the modification of the Bridgeland Notes from a capacity of $475 million to $600 million and a maturity extension from September 2026 to September 2029 subsequent to quarter end.

–Subsequent to quarter end in October, closed on a $38.0 million loan to refinance the construction loan for Starling at Bridgeland. The five-year non-recourse loan bears interest at 5.35%.

Full Year 2024 Guidance

–MPC EBT is expected to significantly benefit from solid demand for new homes and strong residential land sales across our MPCs. In the fourth quarter, HHH expects continued momentum and incremental land sales in Bridgeland and The Woodlands Hills®. In Summerlin, following the successful sale of 217 acres of superpads year-to-date, the Company does not anticipate additional closings in the fourth quarter but does expect strong prospects for additional sales in 2025. For the full-year in 2024, growth in residential land sales revenue—including record acres sold and record pricing—are expected to be largely offset by reduced EBT associated with exceptional commercial land sales and builder price participation during 2023, as well as limited inventory of custom lots available to sell at Aria Isle in The Woodlands and the Summit in Summerlin due to their significant past success. As a result, 2024 MPC EBT, which was previously expected to decline 10% to 15% year-over-year with a mid-point of $300 million, is being raised to be in a range of down 1% to down 6% year-over-year with a mid-point of approximately $330 million.

–Operating Assets NOI, including the contribution from unconsolidated ventures, is projected to benefit from increased occupancy at new multi-family developments in Downtown Columbia, Summerlin, and Bridgeland, as well as improved retail leasing and new tenants in Downtown Columbia, Ward Village, and The Woodlands. The office portfolio is expected to benefit from strong leasing momentum experienced in the last two years, partially offset by free rent periods on many of the new leases and the impact of some tenant vacancies. 2024 Operating Assets NOI is expected to be a new full-year segment record, increasing 5% to 8% year-over-year with a mid-point of approximately $257 million. This compares to previous guidance which contemplated a 3% to 6% year-over-year increase—inclusive of $3.1 million of NOI from the Las Vegas Ballpark, which is now reflected in discontinued operations.

–Condo sales revenues, which were previously projected to range between $730 million and $750 million, are now expected to range between $755 million and $765 million. Gross margin is now expected to be in a range of 27% to 28%. Projected condo sales revenues will be driven entirely by the closing of units at Victoria Place—a 349-unit upscale development in Ward Village that was 100% pre-sold and delivered in early November, subsequent to quarter end. This guidance contemplates approximately $10 million to $20 million of condo sales revenues for Victoria Place occurring in the first quarter of 2025 due to the timing of condo closings.

–Cash G&A is now projected to range between $83 million and $88 million, excluding approximately $9 million of anticipated non-cash stock compensation. This compares to the previous range of $80 million to $90 million. G&A expenses of approximately $33 million incurred during the year to complete the spinoff of Seaport Entertainment are reflected in discontinued operations.

I can’t opine on this until I see an offer. Now, I’d be against any offer that just offers shareholders a 20% or so premium to the current price as we’d all agree the true value is far higher and Pershing understands that very well.

A transaction letting current shareholders remain shareholders in the privately held company could be very appealing (depending on terms), but I’ve heard nothing to indicate that this scenario is being contemplated.

Either way, it does appear some value will be created; it just seems to be a question of how much and for how long.

The Release:

THE WOODLANDS, Texas, Aug. 8, 2024 — Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today announced that Pershing Square Capital Management, L.P., the Company’s largest stockholder, has stated in a regulatory filing that it is, and intends to continue, evaluating the possibility of various potential alternatives with respect to its investment in the Company, including a possible transaction in which it (either alone or together with one or more potential co-investors) may acquire all or substantially all of the shares of common stock in the Company not owned by Pershing Square and their affiliates, and in connection therewith take the Company private. Pershing Square made this statement in an amendment dated August 7, 2024, to its Schedule 13D filing with the Securities and Exchange Commission. Pershing Square currently owns approximately 37.5% of the total outstanding shares of HHH common stock.

 

The Company’s Board of Directors is aware of Pershing Square’s filing and has formed a Special Committee comprised of independent directors to review any proposal by Pershing Square, as and when received, and evaluate it in light of other strategic alternatives that may be available to HHH, including continuing to operate as a publicly traded company. The Board and the Special Committee are committed to acting in the best interests of HHH and its stockholders.

 

There can be no assurance that the foregoing will result in any particular outcome, and HHH does not intend to comment further on these matters until HHH determines that additional disclosure is appropriate or required by law.

 

I won’t be holding this……

The News:

THE WOODLANDS, Texas (July 18, 2024) – 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 (“NYSE”) under the symbol “SEG WI.” The “when-issued” trading market is a market for the yet-to-be-issued shares of Seaport Entertainment common stock that will be distributed to holders of HHH common stock on the Distribution Date. “Regular-way” trading of Seaport Entertainment common stock is expected to begin on the NYSE on August 1, 2024 under the symbol “SEG.”

 

Shares of HHH common stock will continue to trade “regular way” on the NYSE under the symbol “HHH” through the Distribution Date. HHH expects that, beginning July 29, 2024, there will be two markets in HHH common stock on the NYSE: “regular way” under the symbol “HHH” and “ex-distribution” under the symbol “HHH WI.” On or prior to the Distribution Date, shares of HHH common stock that trade in the “regular way” market will trade with the right to receive shares of Seaport Entertainment common stock on the Distribution Date. Shares of HHH common stock that trade in the “ex-distribution” market will trade without the right to receive shares of Seaport Entertainment common stock on the Distribution Date. Holders of HHH common stock are encouraged to consult with their financial advisors regarding the specific implications of selling HHH common stock on or before the Distribution Date.

 

 

 

 

 

For U.S. federal income tax purposes, the Company’s U.S. shareholders generally should not recognize gain or loss as a result of the Distribution, except with respect to cash received in lieu of fractional shares of Seaport Entertainment common stock. HHH stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the Distribution.

 

Wells Fargo is serving as financial advisor and Latham and Watkins LLP is serving as legal advisor to the Company. J.P. Morgan Securities LLC is serving as financial advisor and Richards Layton and Finger, P.A. is serving as legal advisor to the special committee of the Company’s board of directors.