Howard Hughes Acquires 100% of Vantage Group for Approximately $2.1B

Howard Hughes (HHH) announced that it has entered into a definitive agreement to acquire 100% of Vantage Group Holdings, a privately held leading specialty insurance and reinsurance company backed by Carlyle (CG) and Hellman & Friedman, for approximately $2.1B. The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals. Upon closing, Vantage will anchor Howard Hughes' transformation into a diversified holding company. The $2.1B acquisition will be financed through Howard Hughes Holdings' cash on hand, and up to $1B of non-interest-bearing, non-voting preferred stock issued by HHH to Pershing Square Holdings. The PSH Preferred will be split into 14 equally sized tranches that HHH will have the right to repurchase at the end of each fiscal year for the first seven years post-closing of the transaction. The repurchase price for each share of the PSH Preferred will be cash consideration equal to the greater of two values: the original issue price of the PSH Preferred plus 4% per annum through the repurchase date, or 1.5 times Vantage's book value, multiplied by the ownership percentage of Vantage represented by the PSH Preferred shares. The book value will be determined in accordance with GAAP as of the end of the fiscal year or quarter, as applicable, immediately preceding the exercise of the Call Option.