The Howard Hughes Corporation announced that it has commenced a cash tender offer for any and all of the $1,000,000,000 aggregate outstanding principal amount of its 5.375% senior notes due 2025 (CUSIP Nos. 44267D AB3; U44255 AB0; and U44255 AC8) (the "Notes") and a related consent solicitation (together, the "Tender Offer and Consent Solicitation") to effect certain amendments (the "Proposed Amendments") to the indenture governing the Notes (as supplemented to date, the "Indenture") that would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture and reduce the notice period required for optional redemption of the Notes, which Proposed Amendments would be contained in a supplemental indenture (the "Fourth Supplemental Indenture") to the Indenture. Holders who tender their Notes will be deemed to have consented to all of the Proposed Amendments, and holders may not deliver consents without tendering their Notes. The Tender Offer and Consent Solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated January 19, 2021, and a related Consent and Letter of Transmittal (together, the "Offer Documents"), which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on February 16, 2021 (as such time and date may be extended, "Expiration Date"), unless earlier terminated. Holders who validly tender their Notes and deliver their consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on February 1, 2021 (as such time and date may be extended by the Company in its sole discretion, the "Consent Payment Deadline") and do not withdraw their Notes or revoke their consents at or prior to such time (as such time and date may be extended by the Company in its sole discretion, the "Withdrawal Deadline"), and whose Notes are accepted for purchase, will receive $1,031.25 per $1,000 principal amount of tendered Notes (the "Total Consideration"), which amount includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest from and including the most recent interest payment date for the Notes, and up to, but excluding, the applicable settlement date. Holders of the Notes who validly tender their Notes after the Consent Payment Deadline, but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive $1,001.25 per $1,000 principal amount of Notes, plus any accrued and unpaid interest from and including the most recent interest payment date for the Notes, and up to, but excluding, the applicable settlement date. Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment. If the Company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents") and the Company accepts such Notes for purchase, the Company will execute the Fourth Supplemental Indenture effecting the Proposed Amendments. Notes tendered and consents delivered prior to the Consent Payment Deadline may be withdrawn at any time before the Withdrawal Deadline. Consents delivered after the Consent Payment Deadline will constitute a waiver of a holder's right to withdraw its consent from and after the Consent Payment Deadline. The company reserves the right, but is under no obligation, on any day following the Consent Payment Deadline and prior to the Expiration Date (the "Early Settlement Date"), to accept for purchase any notes validly tendered prior to the Early Settlement Date (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or waiver of the conditions to the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation is subject to a number of conditions that are set forth in the Offer Documents, including, without limitation, (i) the condition (the "Financing Condition") that the Company has completed one or more financing transactions resulting in net proceeds to the Company that, together with the Company's cash on hand, are sufficient to pay (a) the Total Consideration, plus any accrued and unpaid interest of the Notes from and including the most recent interest payment date and up to, but not including, the applicable settlement date, in respect of all of the Notes and (b) the related fees and expenses of the Tender Offer and Consent Solicitation and (ii) the execution by the Company and the other parties thereto of the Fourth Supplemental Indenture following receipt of the Requisite Consents (the "Documentation Condition"). There can be no assurance that the Company will satisfy the Financing Condition, or any other condition to the Tender Offer and Consent Solicitation, including the Documentation Condition. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes or delivered consents and may terminate the Tender Offer and Consent Solicitation. The company intends to call for redemption any and all Notes not tendered in the Tender Offer and Consent Solicitation, and, at the time the Company calls such Notes for redemption, if the Documentation Condition has not been satisfied, the company intends to effect the satisfaction and discharge of the Indenture.