VAUGHAN, ONTARIO April 16, 2024 – Empire Communities Corp.
(“
Empire Communities” or
“
Empire”) announced today that it has commenced a
cash tender offer (the “
Tender Offer”) for any and
all of its outstanding 7.000% Senior Notes due 2025 (the
“
2025 Notes”). The Tender Offer is being made
pursuant to the terms and subject to the conditions set forth in
the Offer to Purchase, dated as of April 16, 2024 (the
“
Offer to Purchase”), and the related notice of
guaranteed delivery (together with the Offer to Purchase, the
“
Offer Documents”).
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on April 23, 2024, unless extended or earlier terminated
as described in the Offer to Purchase (such time and date, as may
be extended, the “Expiration Time”). Holders of
the 2025 Notes (the “Holders”) may withdraw their
validly tendered 2025 Notes as described below. Holders are urged
to read the Offer Documents carefully before making any decision
with respect to the Tender Offer.
Certain information regarding the 2025 Notes and the U.S.
Treasury Reference Security, the Bloomberg reference page and the
fixed spread is set forth in the table attached.
The consideration (the “Tender Offer
Consideration”) for each $1,000 principal amount of the
2025 Notes validly tendered, and not validly withdrawn, and
accepted for purchase pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to the fixed spread for the 2025 Notes specified above
plus the yield based on the bid-side price of the U.S. Treasury
Reference Security specified above, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00 p.m. New York City time, on
April 23, 2024, the date on which the Tender Offer is currently
scheduled to expire.
In addition to the Tender Offer Consideration, Holders will also
receive accrued and unpaid interest on the 2025 Notes validly
tendered and accepted for purchase from December 15, 2023, the last
interest payment date, up to, but excluding, the date on which
Empire makes payment for such 2025 Notes, which date is currently
expected to be no later than five business days after the
Expiration Time (such date, as it may be extended, the
“Settlement Date”). As described in the Offer to
Purchase, Holders who validly tender their 2025 Notes may validly
withdraw their tendered 2025 Notes at any time prior to, but not
after, the earlier of (i) the Expiration Time and (ii) if the
Tender Offer is extended, the 10th business day after commencement
of the Tender Offer.
2025 Notes may also be validly withdrawn at any time after the
60th business day after commencement of the Tender Offer if for any
reason such Tender Offer has not been consummated by that date.
The consummation of the Tender Offer and Empire’s obligations to
accept for purchase, and to pay for, 2025 Notes validly tendered
(and not validly withdrawn) pursuant to the Tender Offer are
subject to the satisfaction of or waiver of the Financing Condition
(as defined in the Offer to Purchase) and the other conditions
described in the Offer to Purchase. To the extent that less than
all of the outstanding 2025 Notes are tendered and accepted for
purchase in the Tender Offer, we intend to satisfy and discharge
the indenture governing the 2025 Notes with respect to the 2025
Notes, in accordance with the provisions of such indenture, and to
redeem at par on December 15, 2024 the 2025 Notes that remain
outstanding following the consummation of the Tender Offer.
Statements of intent in this press release shall not constitute a
notice of redemption under the indenture governing the 2025 Notes.
Any such notice, if made, will only be made in accordance with the
provisions of the indenture. Empire may amend, extend or, subject
to certain conditions and applicable law, terminate the Tender
Offer at any time in its sole discretion. The Tender Offer is not
conditioned on any minimum amount of 2025 Notes being tendered.
Empire has appointed J.P. Morgan Securities LLC to act as dealer
manager for the Tender Offer and has retained D.F. King & Co.
to serve as the tender agent and information agent. Requests for
documents may be directed to D.F. King & Co. by telephone at +1
(212) 269-5550 (collect) or +1 (866) 811-1442 (toll free) or by
email at empire@dfking.com. Questions regarding the Tender Offer
may be directed to J.P. Morgan Securities LLC at + 1 (212) 834-7489
(collect) or + 1 (866) 834-4666 (toll-free).
The Tender Offer is being made solely pursuant to the Offer
Documents, which set forth the complete terms of the Tender Offer.
Copies of the Offer Documents are available at the following web
address: www.dfking.com/empire.
None of Empire, its board of directors, the trustee, the dealer
manager or the tender agent and information agent make any
recommendations as to whether holders should tender their 2025
Notes pursuant to the Tender Offer, and no one has been authorized
by any of them to make such recommendations. Holders are urged to
evaluate carefully all information in the Offer Documents, consult
their own investment and tax advisors and must make their own
decisions as to whether to tender their 2025 Notes, and, if so, the
principal amount of 2025 Notes to tender.
This press release shall not constitute an offer to purchase or
a solicitation of an offer to sell the 2025 Notes or any other
securities, nor shall there be any offer, solicitation or purchase
of the 2025 Notes in any state or jurisdiction in which such offer,
solicitation or purchase would be unlawful.
About Empire Communities
Empire Communities is a residential builder/developer involved
in all sectors of the new home building industry, including both
low‐rise and high‐rise built forms. Celebrating 30 years of
building inspiring new places to live, Empire has an established
tradition of creating prestigious award‐winning new homes,
communities and amenities and has earned a reputation for
outstanding attention to detail and customer service. Since its
inception in 1993, Empire has built over 32,000 new homes and
condos. Today, Empire is one of North America’s largest privately
held integrated residential homebuilders, with current communities
in Toronto, Southwestern Ontario, Texas, Georgia, Tennessee, and
the Carolinas.
Forward-Looking Statements
The information presented in this press release includes
forward-looking statements and are based on future expectations,
plans and prospects for our business and operations that involve a
number of risks and uncertainties. These statements often utilize
words such as “believes”, “estimates”, “anticipates”, “expects”,
“expected”, “plans”, “intends”, “may”, “will” or “should” and
similar expressions. These forward-looking statements include
statements related to Empire’s intentions regarding the timing and
completion of the Tender Offer; the completion of the purchase and
the redemption of the 2025 Notes; and other matters. These
statements involve risks and uncertainties, and actual results may
differ. These risks and uncertainties include, but are not limited
to, our ability to consummate the Tender Offer, the purchase of the
2025 Notes or the redemption of the 2025 Notes; and other risks set
forth in the Offer Documents.
Empire is not subject to the reporting requirements of the
Securities Exchange Act of 1934. However, Empire has furnished
certain financial and other reports to Holders. Such report for the
fiscal year ended December 31, 2023 contains further information
concerning the risks and uncertainties associated with our
business. Holders may obtain a copy of such report from the
information agent.
Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. The
forward-looking statements in this press release are made as of the
date hereof, and Empire does not undertake any obligation to update
the forward-looking statements as a result of new information,
future events or otherwise, except as otherwise required by
law.
- 2025 Notes & The U.S. Treasury Reference Security
Rami Jurdi
Empire Communities
+ 1 (905) 307-8102, 1265
rjurdi@empirecommunities.com