Latham Advises Howard Hughes Holdings in Spinoff of Seaport Entertainment Group

Howard Hughes Holdings Inc. (NYSE: HHH) has announced the completion of the spinoff of the Company’s Seaport Entertainment division into a separate public company, Seaport Entertainment Group Inc., effective 11:59 p.m. Eastern Time on July 31, 2024. Under the terms of the separation, after market close on July 31, 2024, each stockholder who held HHH common stock as of the close of business on July 29, 2024, the record date for the distribution, received one share of Seaport Entertainment Group common stock for every nine shares of common stock of HHH held at the close of business on such date. Cash will be paid to those holders who would otherwise be entitled to, and in lieu of, fractional shares. Howard Hughes becomes a pure-play real estate company with a national portfolio of award-winning, large-scale mixed-used communities spanning 101,000 acres, including nearly 35,000 acres in the company’s landbank and a robust pipeline of future development offering considerable growth and value creation opportunities.

Latham & Watkins LLP represented Howard Hughes Holdings in the transaction with a corporate team led by New York partner Michael Haas, Los Angeles/New York partner Julian Kleindorfer, Washington, D.C./New York partner Abigail Smith, Chicago partner Alexa Berlin, New York partner Justin Elliott, Century City/Los Angeles partner Pardis Zomorodi, Houston partner Jared Grimley, Century City counsel William Kessler, and New York counsel Karen Ritter, with associates Greer Gaddie, Grace Garcea, Alice Bradshaw, Dominick Constantino, Dylan Penza, Teddy Finneran, Cyerra McGowan, Steven Hao and Caroline Hughes. Advice was also provided on compensation and benefits matters by Los Angeles partner David Taub, with associate Joseph Benedetto; on intellectual property matters by New York partner Jeffrey Tochner, with associates Pelin Serpin and Victoria Allen; on finance matters by New York Partner Carlos Alvarez, Los Angeles partner Kenneth Askin and San Diego counsel Achraf Farraj, with associate Naffie Lamin; and on entertainment, sports and media matters by Century City partner Adam Sullins, with associates Sam Lehman and Sammy Camy.