William Lyon Homes (NYSE: WLH) (the “Company”) today announced,
in connection with its offer to purchase for cash (the “Tender
Offer”) any and all of the outstanding aggregate principal amount
of 8.5% Senior Notes due 2020 (the “2020 notes”) and the consent
solicitation (the “Consent Solicitation”) for the Proposed
Amendments (as defined below), in each case through its wholly
owned subsidiary, William Lyon Homes, Inc. (“California Lyon”) and
subject to the terms and conditions specified in the related offer
to purchase and consent solicitation statement dated January 17,
2017 (the “Offer to Purchase”), that as of 5:00 PM New York City
time on January 30, 2017 (the “Early Tender Deadline”), according
to Global Bondholder Services Corporation, approximately
$395,648,000 or 93.09% of the outstanding aggregate principal
amount of the 2020 notes had been validly tendered and not validly
withdrawn in the Tender Offer and Consent Solicitation. California
Lyon will today accept for payment, subject to the terms and
conditions specified in the Offer to Purchase, all 2020 notes
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline. Accordingly, the tendering holders will today
receive, subject to the terms and conditions specified in the Offer
to Purchase, the total consideration of US$1,046.50 per US$1,000
principal amount of 2020 notes tendered and accepted for payment,
which includes an early tender premium of US$30.00 (the “Consent
Payment”) with respect to each US$1,000 principal amount of 2020
notes tendered.
California Lyon has received consents sufficient to approve
amendments to the indenture governing the 2020 notes to eliminate
substantially all of the restrictive covenants and certain events
of default and reduce the minimum notice period required for
optional redemptions of the 2020 notes to two business days
(collectively, the “Proposed Amendments”) on the terms and subject
to the conditions set forth in the Offer to Purchase, which will
become effective today when the holders receive the Consent Payment
for all 2020 notes that have been validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline. Upon
effectiveness of the Proposed Amendments, California Lyon intends
to issue an irrevocable notice of redemption today to redeem the
remaining outstanding 2020 notes.
The Tender Offer and Consent Solicitation are scheduled to
expire at Midnight, New York City time, on February 13, 2017,
unless extended or earlier terminated (such date and time, as it
may be extended or earlier terminated, the “Expiration Time”).
Subject to the terms and conditions set forth in the Offer to
Purchase, holders who validly tender their 2020 notes after the
Early Tender Deadline and at or prior to the Expiration Time will
only be eligible to receive US$1,016.50 per US$1,000 principal
amount of 2020 notes tendered and accepted for payment. Holders who
validly tender their 2020 notes pursuant to the Tender Offer prior
to the Early Tender Deadline will be deemed to have validly
delivered consents related to such 2020 notes (the “Consents”) in
the Consent Solicitation.
The Company engaged Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) LLC to serve as
dealer managers for the Tender Offer and Consent Solicitation. For
additional information regarding the terms of the Tender Offer,
please contact Citigroup Global Markets Inc. at 390 Greenwich
Street, 1st Floor, New York, New York 10013, Attention: Liability
Management Group, Call U.S. Toll-Free: (800) 558-3745, Call
Collect: (212) 723-6106; J.P. Morgan Securities LLC at 383 Madison
Avenue, New York, NY 10179, Attention: Liability Management Group,
Call U.S. Toll Free: (800) 834-4666, Call Collect: (212) 834-4140;
or Credit Suisse Securities (USA) LLC at Eleven Madison Avenue, New
York, NY 10010, Attention: Liability Management Group, Call U.S.
Toll-Free (800) 820-1653, Call Collect: (212) 325-2476.
The Company has appointed Global Bondholder Services Corporation
to serve as the information agent and tender agent for the Tender
Offer and Consent Solicitation. Questions regarding the Tender
Offer and Consent Solicitation should be directed to Global
Bondholder Services Corporation at 65 Broadway, Suite 404, New
York, NY 10006, Banks and Brokers Call: (212) 430-3774, Call U.S.
Toll-Free: (866) 470-3800. Documents for the Tender Offer and
Consent Solicitation, including the Offer to Purchase and the
letter of transmittal, may be obtained by contacting Global
Bondholder Services Corporation by telephone or by email at
contact@gbsc-usa.com.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the 2020 notes or any other
securities and shall not constitute an offer or a solicitation of
an offer to buy, or a sale of, the 2020 notes or any other
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state or any
jurisdiction. Any offer, if at all, will be made only pursuant to
Rule 144A under the Securities Act.
Forward-Looking Statements
Statements contained in this release that state the Company’s or
management’s intentions, expectations or predictions of the future
are forward-looking statements. Specifically, the Company cannot
assure you that Tender Offer, the Consent Solicitation or the offer
to purchase the 2020 notes described above will be consummated on
the terms currently contemplated, if at all. The forward-looking
statements involve risks and uncertainties and actual results may
differ materially from those projected or implied. Additional
information concerning factors that could cause actual results to
differ materially is contained from time to time in the Company’s
filings with the Securities Exchange Commission, including, but not
limited to, the Company’s annual report on Form 10-K for the year
ended December 31, 2015, and its quarterly reports on Form 10-Q for
the quarters ended March 31, 2016, June 30, 2016 and September 30,
2016. The Company disclaims any intention or obligation to revise
any forward-looking statements, including financial estimates,
whether as a result of new information, future events or
otherwise.
About William Lyon Homes
William Lyon Homes is one of the largest Western U.S. regional
homebuilders. Headquartered in Newport Beach, California, the
Company is primarily engaged in the design, construction, marketing
and sale of single-family detached and attached homes in
California, Arizona, Nevada, Colorado, Washington and Oregon. Its
core markets include Orange County, Los Angeles, the Inland Empire,
the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Portland
and Seattle. The Company has a distinguished legacy of more than 60
years of homebuilding operations, over which time it has sold in
excess of 99,000 homes. The Company markets and sells its homes
under the William Lyon Homes brand in all of its markets except for
Colorado, where the Company operates under the Village Homes brand,
and Washington and Oregon, where the Company operates under the
Polygon Northwest brand.
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version on businesswire.com: http://www.businesswire.com/news/home/20170131005512/en/
Investor/Media Contacts:Financial Profiles, Inc.Larry Clark,
(310) 622-8223WLH@finprofiles.com
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