Item 1.01. Entry into a Material Definitive Agreement.

Indenture for 4.125% senior notes due 2029

On February 2, 2021, The Howard Hughes Corporation (the "Company") issued $650,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029 (the "2029 Notes") pursuant to an indenture, dated February 2, 2021 (the "2029 Indenture"), by and among the Company, as issuer, HHC Warehouse Holding Company, LLC, a Delaware limited liability company ("HHC Holding"), HH Warehouse Land Holdings, LLC, a Delaware limited liability company ("HH Land"), HH Woodlands Tower Holdings, LLC, a Delaware limited liability company ("HH Tower"), and API/HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company ("Lake Robbins," together with HHC Holding, HH Land and HH Tower, the "Guarantors"), as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee. The 2029 Notes have not been registered under the Securities Act of 1933 (the "Securities Act") or the securities laws of any other jurisdiction and were offered and sold either to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act or to persons outside the United States under Regulation S of the Securities Act.

The 2029 Notes mature on February 1, 2029. Interest accrues on the 2029 Notes at a rate of 4.125% per annum from the date of issuance, and interest is payable semiannually, on February 1 and August 1 of each year. The first interest payment date is August 1, 2021. The Company may redeem all or part of the 2029 Notes at any time on or after February 1, 2024 at prices set forth in the 2029 Indenture, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2024, the Company may redeem up to 40% of the 2029 Notes using the proceeds from certain equity offerings at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2024 the Company may also redeem some or all of the 2029 Notes at a price equal to 100% of the principal amount, plus a "make-whole" premium and accrued and unpaid interest up to, but not including, the redemption date. If the Company sells certain assets or experiences specific kinds of changes in control, the Company will be required to make an offer to purchase the 2029 Notes.

The Guarantors, jointly and severally, provide a guarantee of all payment obligations arising under the 2029 Notes and each will be unconditionally and automatically released as a guarantor upon, among other events, such entity no longer being the borrower or a guarantor under certain credit facilities or other forms of indebtedness.

The 2029 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of the 2029 Notes, and the interest accrued on such 2029 Notes, to be immediately due and payable.

Indenture for 4.375% senior notes due 2031

Also on February 2, 2021, the Company issued $650,000,000 in aggregate principal amount of 4.375% Senior Notes due 2031 (the "2031 Notes") pursuant to an indenture, dated February 2, 2021 (the "2031 Indenture"), by and among the Company, as issuer, the Guarantors, as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee. The 2031 Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and were offered and sold either to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act or to persons outside the United States under Regulation S of the Securities Act.

The 2031 Notes mature on February 1, 2031. Interest accrues on the 2031 Notes at a rate of 4.375% per annum from the date of issuance, and interest is payable semiannually, on February 1 and August 1 of each year. The first interest payment date is August 1, 2021. The Company may redeem all or part of the 2031 Notes at any time on or after February 1, 2026 at prices set forth in the 2031 Indenture, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2024, the Company may redeem up to 40% of the 2031 Notes using the proceeds from certain equity offerings at a redemption price of 104.375% of the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to February 1, 2026 the Company may also redeem some or all of the 2031 Notes at a price equal to 100% of the principal amount, plus a "make-whole" premium and accrued and unpaid interest up to, but not including, the redemption date. If the Company sells certain assets or experiences specific kinds of changes in control, the Company will be required to make an offer to purchase the 2031 Notes.





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The Guarantors, jointly and severally, provide a guarantee of all payment obligations arising under the 2031 Notes and each will be unconditionally and automatically released as a guarantor upon, among other events, such entity no longer being the borrower or a guarantor under certain credit facilities or other forms of indebtedness.

The 2031 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the 2031 Notes then outstanding may declare the entire principal amount of the 2031 Notes, and the interest accrued on such 2031 Notes, to be immediately due and payable.

Fourth Supplemental Indenture for 5.375% senior notes due 2025

On February 2, 2021, the Company entered into the fourth supplemental indenture (the "Fourth Supplemental Indenture") dated as of February 2, 2021, among the Company, the Guarantors, and Wells Fargo Bank, National Association, as trustee, to amend the 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, a second supplemental indenture thereto, dated as of August 18, 2020, and a third supplemental indenture thereto, dated as of October 2, 2020, the "2017 Indenture").

The provisions of the Fourth Supplemental Indenture eliminate substantially all of the restrictive covenants and substantially all of the events of default (other than for failure to make payments and certain bankruptcy or insolvency events), and decrease certain notice periods required for optional redemption of the 2025 Notes.

The preceding descriptions of the 2029 Indenture (including the 2029 Notes), the 2031 Indenture (including the 2031 Notes) and the Fourth Supplemental Indenture are summaries and are qualified in their entirety by, respectively, the 2029 Indenture and the form of the 2029 Notes, filed as Exhibit 4.1 hereto, the 2031 Indenture and the form of the 2031 Notes, filed as Exhibit 4.2 hereto, and the . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation under the 2029 Indenture or the 2031 Indenture, as applicable.




Item 3.03.       Material Modification to Rights of Security Holders.

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03, insofar as it relates to the Company's entry into the Fourth Supplemental Indenture.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit
Number                                  Description
  4.1        Indenture, dated as of February 2, 2021, by and among The Howard
           Hughes Corporation, HHC Warehouse Holding Company, LLC, HH Warehouse
           Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake
           Robbins Holding Company, LLC, and Wells Fargo Bank, National
           Association, as trustee.

  4.2        Indenture, dated as of February 2, 2021, by and among The Howard
           Hughes Corporation, HHC Warehouse Holding Company, LLC, HH Warehouse
           Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake
           Robbins Holding Company, LLC, and Wells Fargo Bank, National
           Association, as trustee.

  4.3        Fourth Supplemental Indenture, dated as of February 2, 2021, to the
           indenture dated as of March 16, 2017, by and among The Howard Hughes
           Corporation, HHC Warehouse Holdings Company, LLC, HH Warehouse Land
           Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins
           Holding Company, LLC, and Wells Fargo Bank, National Association, as
           the trustee.

104        Cover Page Interactive Data File. The cover page XBRL tags are
           embedded within the inline XBRL document (contained in Exhibit 101)




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