UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2019
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
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Delaware |
001-31625 |
33-0864902 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices and zip code)
(949) 833-3600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock, $0.01 par value |
WLH |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously reported, on November 5, 2019, William Lyon Homes, a Delaware corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taylor Morrison Home Corporation, a Delaware corporation (“Taylor Morrison”), and Tower Merger Sub, Inc. (“Merger Sub”). In connection with the transactions related to the Merger Agreement, on December 5, 2019, Taylor Morrison Communities, Inc., a subsidiary of Taylor Morrison (“TMCI”), commenced exchange offers (the “Exchange Offers”) for any and all outstanding 6.00% Senior Notes due 2023 (the “2023 Notes”), 5.875% Senior Notes due 2025 (the “2025 Notes”) and 6.625% Senior Notes due 2027 (the “2027 Notes” and, together with the 2023 Notes and the 2025 Notes, the “Notes”) of William Lyon Homes, Inc., a California corporation and a wholly owned subsidiary of Parent (“California Lyon”) and consent solicitations (“Consent Solicitations”) in respect of certain proposed amendments (the “Amendments”) to (i) the indenture, dated as of March 9, 2018 (as amended, the “2023 Notes Indenture”), by and among California Lyon, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”), governing the 2023 Notes, (ii) the indenture, dated as of January 31, 2017 (as amended, the “2025 Notes Indenture”), by and among California Lyon, the Guarantors and the Trustee, governing the 2025 Notes and (iii) the indenture, dated as of July 9, 2019 (as amended, the “2027 Notes Indenture” and, together with the 2023 Notes Indenture and the 2025 Notes Indenture, the “Indentures”), by and among California Lyon, the Guarantors and the Trustee, governing the 2027 Notes.
In connection with the Exchange Offers and Consents Solicitations, on December 18, 2019, California Lyon, Parent and certain of their subsidiaries (together with Parent, the “Guarantors”) entered into (i) Supplemental Indenture No. 2 (the “2023 Notes Supplemental Indenture”) to the 2023 Notes Indenture, (ii) Supplemental Indenture No. 2 (the “2025 Notes Supplemental Indenture”) to the 2025 Notes Indenture and (iii) Supplemental Indenture No. 1 (the “2027 Notes Supplemental Indenture” and, together with the 2023 Notes Supplemental Indenture and the 2025 Notes Supplemental Indenture, the “Supplemental Indentures”) to the 2027 Notes Indenture.
The Supplemental Indentures, when they become operative, will effect the Amendments, which will (i) eliminate substantially all of the covenants contained in the Indentures, (ii) eliminate certain events of default, (iii) modify covenants regarding mergers and transfer of all or substantially all of the assets of Parent and its restricted subsidiaries, (iv) eliminate certain other restrictive provisions contained in such Indentures and the Notes and (v) reduce the minimum notice period required to optionally redeem the Notes from 30 days to three Business Days.
The Amendments to the Indentures will not become operative unless and until (i) TMCI or California Lyon notifies the Trustee for the applicable Notes that TMCI has delivered to The Depository Trust Company for the holders of such Notes the aggregate amount to be paid to such holders as consent payments, upon the terms and subject to the conditions in TMCI’s offering memorandum and consent solicitation statement, dated December 5, 2019 (the “Offering Memorandum”), or TMCI’s separate consent solicitation statement, dated December 5, 2019, as applicable, in respect of the consents validly delivered and not revoked thereunder and (ii) the Notes that are validly tendered (and not validly withdrawn) in the Exchange Offers have been accepted for exchange by TMCI in accordance with the terms of the Offering Memorandum. If and when the Amendments become operative, the Notes that were not tendered will remain outstanding and will be subject to the terms of the Indentures as modified by the Supplemental Indentures.
The foregoing descriptions of the Supplemental Indentures and the Amendments do not purport to be complete and are qualified in their entirety by reference to the 2023 Notes Supplemental Indenture, the 2025 Notes Supplemental Indenture and the 2027 Notes Supplemental Indenture, copies of which are attached as Exhibit 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.03. | Material Modification of Rights to Security Holders. |
The information set forth in Item 1.01 is incorporated by reference herein as such information relates to the Notes.
| Item 7.01. | Regulation FD Disclosure. |
On December 18, 2019, Taylor Morrison issued a press release announcing the receipt of the requisite consents in connection with the Exchange Offers and Consent Solicitations. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
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Description |
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4.1 |
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4.2 |
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4.3 |
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99.1 |
Press Release issued by Taylor Morrison Home Corporation, dated December 18, 2019. |
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104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 18, 2019
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WILLIAM LYON HOMES |
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By: |
/s/ Jason R. Liljestrom |
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Name: |
Jason R. Liljestrom |
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Its: |
Senior Vice President, General Counsel
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Exhibit 4.1
SUPPLEMENTAL INDENTURE NO. 2
This Supplemental Indenture No. 2 (this “Supplemental Indenture”), dated as of December 18, 2019, is made by and among William Lyon Homes, Inc., a California corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to that certain Indenture, dated as of March 9, 2018, as supplemented by the First Supplemental Indenture dated as of March 19, 2018 (as supplemented from time to time, the “Indenture”), providing for the issuance of the Issuer’s 6.00% Senior Notes due 2023 (the “Securities”);
WHEREAS, Section 9.02 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Guarantors and the Trustee may amend the Indenture or the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) (the “Requisite Consents”);
WHEREAS, on November 5, 2019, William Lyon Homes (the “Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), and a wholly owned subsidiary of TMHC, pursuant to which a wholly owned subsidiary of TMHC will be merged with and into the Parent (the “Merger”), with the Parent surviving the Merger as a wholly owned subsidiary of TMHC;
WHEREAS, Taylor Morrison Communities, Inc. (the “Offeror”), a Delaware corporation and indirect subsidiary of TMHC, has solicited consents (the “Consents”) to certain amendments to the Indenture and the Securities (the “Proposed Amendments”), upon the terms and subject to the conditions set forth in that certain offering memorandum and consent solicitation statement, dated December 5, 2019 (the “Offering Memorandum”) and that certain Consent Solicitation Statement, dated December 5, 2019 (the “Consent Solicitation Statement”);
WHEREAS, the holders of more than 98.7% in aggregate principal amount of the Securities outstanding (excluding any Securities owned by the Issuer or its affiliates) have validly delivered Consents and not validly revoked their Consents to the adoption of all of the Proposed Amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such Consents has been provided by the Offeror to the Trustee;
WHEREAS, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Offeror having received the Requisite Consents from the outstanding Securities pursuant to Section 9.02 of the Indenture, the Issuer desires to amend the Indenture and the Securities (the “Amendment”);
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WHEREAS, in accordance with Section 11.04 of the Indenture, the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to effect the Amendment, the parties mutually covenant and agree as follows:
ARTICLE I
Defined Terms
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.
Section 1.2 Certain Definitions, etc. Any definitions used exclusively in the provisions of the Indenture or Securities that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Securities, and all textual references in the Indenture and the Securities exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety. Any of the terms or provisions present in the Securities that relate to any of the provisions of the Indenture amended by Articles II through VI of this Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Supplemental Indenture.
ARTICLE II
Amendments to Article 3—Redemption
Section 2.1 The first sentence of Section 3.03 of the Indenture is hereby amended by replacing “30 days” with “three Business Days”.
ARTICLE III
Amendments to Article 4—Covenants
Section 3.1 Section 4.02 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.02. [Intentionally omitted].”
Section 3.2 Section 4.03 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.03. [Intentionally omitted].”
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Section 3.3 Section 4.04 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.04. [Intentionally omitted].”
Section 3.4 Section 4.05 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.05. [Intentionally omitted].”
Section 3.5 Section 4.06 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.06. [Intentionally omitted].”
Section 3.6 Section 4.07 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.07. [Intentionally omitted].”
Section 3.7 Section 4.08 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.08. [Intentionally omitted].”
Section 3.8 Section 4.09 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.09. [Intentionally omitted].”
Section 3.9 Section 4.10 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.10. [Intentionally omitted].”
Section 3.10 Section 4.11 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.11. [Intentionally omitted].”
Section 3.11 Section 4.12 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.12. [Intentionally omitted].”
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Section 3.12 Section 4.13 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.13. [Intentionally omitted].”
Section 3.13 Section 4.15 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.15. [Intentionally omitted].”
ARTICLE IV
Amendments to Article 5—Successor Company
Section 4.1 Section 5.01( a) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 5.01. (a) Neither the Parent nor the Company will, directly or indirectly, in a single transaction or a series of related transactions, (x) consolidate or merge with or into any Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Parent or the Parent and the Restricted Subsidiaries (taken as a whole) or the Company or the Company and the Restricted Subsidiaries that are Subsidiaries of the Company (taken as a whole), as the case may be, to any Person or (y) adopt a Plan of Liquidation unless, in either case, either (a) the Parent or the Company, as the case may be, will be the surviving or continuing Person or (b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company or the Parent, as the case may be, under the Securities or the Parent’s Security Guarantee, as applicable, and this Indenture; provided that, in the case of the Company, at any time the Successor is a limited liability company, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia.”
ARTICLE V
Amendments to Article 6—Defaults and Remedies
Section 5.1 Section 6.01(4) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(4) [Intentionally omitted];”
Section 5.2 Section 6.01(5) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(5) [Intentionally omitted];”
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Section 5.3 Section 6.01(6) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(6) [Intentionally omitted];”
Section 5.4 Section 6.01(7) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(7) the Parent or the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in an involuntary case;
(C) consents to the appointment of a Custodian of it or for all or substantially all of its assets; or
(D) makes a general assignment for the benefit of its creditors.”
Section 5.5 Section 6.01(8) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Parent or the Company as debtor in an involuntary case;
(B) appoints a Custodian of the Parent or the Company or a Custodian for all or substantially all of the assets of the Parent or the Company; or
(C) orders the liquidation of the Parent or the Company, and the order or decree remains unstayed and in effect for 60 days; or”
Section 5.6 Section 6.01(9) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(9) the Security Guarantee of the Parent ceases to be in full force and effect (other than in accordance with the terms of such Security Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Security Guarantee (other than by reason of release of a Guarantor from its Security Guarantee in accordance with the terms of this Indenture and the Security Guarantee).”
ARTICLE VI
Amendments to Article 9—Amendments
Section 6.1 Section 9.07 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 9.07. [Intentionally omitted].”
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ARTICLE VII
Amendments to the Securities
Section 7.1 The Securities are hereby amended by replacing Section 7 thereof in its entirety on the reverse side thereof and inserting in replacement thereof:
“7. [Intentionally omitted].”
ARTICLE VIII
Effectiveness
Section 8.1 Effectiveness. This Supplemental Indenture shall become a binding agreement between the parties hereto and effective when executed by the parties hereto. Notwithstanding the foregoing, the amendments to the Indenture and the Securities set forth herein shall not become operative until (i) the Offeror or the Company notifies the Trustee that it has delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to Holders as consent payments under the Consent Solicitation Statement and the Offering Memorandum, upon the terms and subject to the conditions in the Consent Solicitation Statement and the Offering Memorandum, as applicable, in respect of the Consents validly delivered and not revoked thereunder and (ii) the Securities that are validly tendered (and not validly withdrawn) have been accepted for exchange by the Offeror in accordance with the terms of the Offering Memorandum.
ARTICLE IX
Miscellaneous
Section 9.1 Securities. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Securities.
Section 9.2 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.
Section 9.3 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 9.4 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9.5 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
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Section 9.6 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes.
Section 9.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 9.8 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
Section 9.9 Successors. All agreements of the Issuer in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 9.10 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.11 Ratification of Indenture; Supplemental Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Issuer hereby expressly reaffirms each of its obligations to indemnify the Trustee and hold the Trustee harmless pursuant to Section 7.07 of the Indenture in connection with the Trustee’s execution and delivery of this Supplemental Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
| ISSUER | ||
| WILLIAM LYON HOMES, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| TRUSTEE | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: |
/s/ Donald T. Hurrelbrink |
|
| Name: Donald T. Hurrelbrink | ||
| Title: Vice President | ||
| GUARANTORS | ||
| WILLIAM LYON HOMES | ||
| WILLIAM LYON SOUTHWEST, INC. | ||
| PRESLEY HOMES | ||
| POLYGON WLH LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| DUXFORD FINANCIAL, INC. | ||
| PH VENTURES-SAN JOSE | ||
| PH-LP VENTURES | ||
| PH-RIELLY VENTURES | ||
| PRESLEY CMR, INC. | ||
| SYCAMORE CC, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| WLH COMMUNITIES REALTY INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President | ||
| CALIFORNIA EQUITY FUNDING, INC. | ||
| HSP, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Executive Vice President | ||
| LYON WATERFRONT LLC | ||
| LYON EAST GARRISON COMPANY I, LLC | ||
|
CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC |
||
| MOUNTAIN FALLS, LLC | ||
| By: William Lyon Homes, Inc. | ||
| Its: Sole Member | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH ENTERPRISES | ||
| By: William Lyon Homes, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| By: Presley CMR, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| MOUNTAIN FALLS GOLF COURSE, LLC | ||
| By WLH Enterprises | ||
| Its: Managing Member | ||
| By: William Lyon Homes, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| By: Presley CMR, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| 460 CENTRAL, L.L.C. | ||
| BASELINE WOODS SFD I, L.L.C. | ||
| BASELINE WOODS SFD II, L.L.C. | ||
| BASELINE WOODS WEST, L.L.C. | ||
| BETHANY CREEK FALLS, L.L.C. | ||
| BROWNSTONE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| BRYANT HEIGHTS, L.L.C. | ||
| BULL MOUNTAIN RIDGE, L.L.C. | ||
| CALAIS AT VILLEBOIS, L.L.C. | ||
| CEDAR FALLS WAY LLC | ||
| CASCARA AT REDMOND RIDGE, L.L.C. | ||
| CORNELIUS PASS TOWNHOMES, L.L.C. | ||
| EDGEWATER TUALATIN, L.L.C. | ||
| GRANDE POINTE AT VILLEBOIS, L.L.C. | ||
| HIGH POINT III, L.L.C. | ||
| HIGHCROFT AT SAMMAMISH, L.L.C. | ||
| ISSAQUAH HIGHLANDS INVESTMENT FUND, L.L.C. | ||
| LES BOIS AT VILLEBOIS, L.L.C. | ||
| MILL CREEK TERRACE, L.L.C. | ||
| MURRAY & WEIR SFD, L.L.C. | ||
| ORENCO WOODS SFD, L.L.C. | ||
| PEASLEY CANYON HOMES, L.L.C. | ||
| POLYGON AT BRENCHLEY ESTATES, L.L.C. | ||
| POLYGON AT SUNSET RIDGE L.L.C. | ||
| POLYGON AT VILLEBOIS II, L.L.C. | ||
| POLYGON AT VILLEBOIS III, L.L.C. | ||
| POLYGON AT VILLEBOIS IV, L.L.C. | ||
| POLYGON AT VILLEBOIS V, L.L.C. | ||
| RIDGEVIEW TOWNHOMES, L.L.C. | ||
| RIVERFRONT MF, L.L.C. | ||
| RIVERFRONT SF, L.L.C. | ||
| By: Polygon WLH LLC | ||
| Its: Sole Member | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| SILVERLAKE CENTER, L.L.C. | ||
| SPANAWAY 230, L.L.C. | ||
| SPARROW CREEK, L.L.C. | ||
| THE RESERVE AT MAPLE VALLEY, L.L.C. | ||
| THE RESERVE AT NORTH CREEK, L.L.C. | ||
| TWIN CREEKS AT COOPER MOUNTAIN, L.L.C. | ||
| W.R. TOWNHOMES F, L.L.C. | ||
| VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| CASCADIAN KING COMPANY, L.L.C. | ||
| PNW CASCADIAN COMPANY, L.L.C. | ||
| POLYGON NORTHWEST COMPANY, L.L.C. | ||
| POLYGON PAYMASTER, L.L.C. | ||
| CASCADIAN SOUTH L.L.C. | ||
| By: Polygon WLH LLC | ||
| Its: Sole Member | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH COMMUNITIES LLC | ||
| RSI JURUPA VALLEY LLC | ||
| RSI COMMUNITIES – CALIFORNIA LLC | ||
| WLH COMMUNITIES – TEXAS LLC | ||
| RSI CONSTRUCTION SERVICES LLC | ||
| WLH COMMUNITIES – ALDERWOOD LLC | ||
| WLH STILLWATER LLC | ||
| WLH STONEWALL LLC | ||
| WLH PRADO LLC | ||
| WLH TRAILS AT LEANDER LLC | ||
| WLH ONION CREEK LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Vice President | ||
Exhibit 4.2
SUPPLEMENTAL INDENTURE NO. 2
This Supplemental Indenture No. 2 (this “Supplemental Indenture”), dated as of December 18, 2019, is made by and among William Lyon Homes, Inc., a California corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to that certain Indenture, dated as of January 31, 2017, as supplemented by the First Supplemental Indenture dated as of March 19, 2018 (as supplemented from time to time, the “Indenture”), providing for the issuance of the Issuer’s 5.875% Senior Notes due 2025 (the “Securities”);
WHEREAS, Section 9.02 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Guarantors and the Trustee may amend the Indenture or the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) (the “Requisite Consents”);
WHEREAS, on November 5, 2019, William Lyon Homes (the “Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), and a wholly owned subsidiary of TMHC, pursuant to which a wholly owned subsidiary of TMHC will be merged with and into the Parent (the “Merger”), with the Parent surviving the Merger as a wholly owned subsidiary of TMHC;
WHEREAS, Taylor Morrison Communities, Inc. (the “Offeror”), a Delaware corporation and indirect subsidiary of TMHC, has solicited consents (the “Consents”) to certain amendments to the Indenture and the Securities (the “Proposed Amendments”), upon the terms and subject to the conditions set forth in that certain offering memorandum and consent solicitation statement, dated December 5, 2019 (the “Offering Memorandum”) and that certain Consent Solicitation Statement, dated December 5, 2019 (the “Consent Solicitation Statement”);
WHEREAS, the holders of more than 96.6% in aggregate principal amount of the Securities outstanding (excluding any Securities owned by the Issuer or its affiliates) have validly delivered Consents and not validly revoked their Consents to the adoption of all of the Proposed Amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such Consents has been provided by the Offeror to the Trustee;
WHEREAS, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Offeror having received the Requisite Consents from the outstanding Securities pursuant to Section 9.02 of the Indenture, the Issuer desires to amend the Indenture and the Securities (the “Amendment”);
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WHEREAS, in accordance with Section 11.04 of the Indenture, the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to effect the Amendment, the parties mutually covenant and agree as follows:
ARTICLE I
Defined Terms
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.
Section 1.2 Certain Definitions, etc. Any definitions used exclusively in the provisions of the Indenture or Securities that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Securities, and all textual references in the Indenture and the Securities exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety. Any of the terms or provisions present in the Securities that relate to any of the provisions of the Indenture amended by Articles II through VI of this Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Supplemental Indenture.
ARTICLE II
Amendments to Article 3—Redemption
Section 2.1 The first sentence of Section 3.03 of the Indenture is hereby amended by replacing “30 days” with “three Business Days”.
ARTICLE III
Amendments to Article 4—Covenants
Section 3.1 Section 4.02 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.02. [Intentionally omitted].”
Section 3.2 Section 4.03 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.03. [Intentionally omitted].”
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Section 3.3 Section 4.04 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.04. [Intentionally omitted].”
Section 3.4 Section 4.05 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.05. [Intentionally omitted].”
Section 3.5 Section 4.06 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.06. [Intentionally omitted].”
Section 3.6 Section 4.07 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.07. [Intentionally omitted].”
Section 3.7 Section 4.08 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.08. [Intentionally omitted].”
Section 3.8 Section 4.09 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.09. [Intentionally omitted].”
Section 3.9 Section 4.10 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.10. [Intentionally omitted].”
Section 3.10 Section 4.11 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.11. [Intentionally omitted].”
Section 3.11 Section 4.12 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.12. [Intentionally omitted].”
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Section 3.12 Section 4.13 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.13. [Intentionally omitted].”
Section 3.13 Section 4.15 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.15. [Intentionally omitted].”
ARTICLE IV
Amendments to Article 5—Successor Company
Section 4.1 Section 5.01(a) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 5.01. (a) Neither the Parent nor the Company will, directly or indirectly, in a single transaction or a series of related transactions, (x) consolidate or merge with or into any Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Parent or the Parent and the Restricted Subsidiaries (taken as a whole) or the Company or the Company and the Restricted Subsidiaries that are Subsidiaries of the Company (taken as a whole), as the case may be, to any Person or (y) adopt a Plan of Liquidation unless, in either case, either (a) the Parent or the Company, as the case may be, will be the surviving or continuing Person or (b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company or the Parent, as the case may be, under the Securities or the Parent’s Security Guarantee, as applicable, and this Indenture; provided that, in the case of the Company, at any time the Successor is a limited liability company, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia.”
ARTICLE V
Amendments to Article 6—Defaults and Remedies
Section 5.1 Section 6.01(4) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(4) [Intentionally omitted];”
Section 5.2 Section 6.01(5) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(5) [Intentionally omitted];”
Section 5.3 Section 6.01(6) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(6) [Intentionally omitted];”
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Section 5.4 Section 6.01(7) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(7) the Parent or the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in an involuntary case;
(C) consents to the appointment of a Custodian of it or for all or substantially all of its assets; or
(D) makes a general assignment for the benefit of its creditors.”
Section 5.5 Section 6.01(8) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Parent or the Company as debtor in an involuntary case;
(B) appoints a Custodian of the Parent or the Company or a Custodian for all or substantially all of the assets of the Parent or the Company; or
(C) orders the liquidation of the Parent or the Company, and the order or decree remains unstayed and in effect for 60 days; or”
Section 5.6 Section 6.01(9) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(9) the Security Guarantee of the Parent ceases to be in full force and effect (other than in accordance with the terms of such Security Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Security Guarantee (other than by reason of release of a Guarantor from its Security Guarantee in accordance with the terms of this Indenture and the Security Guarantee).”
ARTICLE VI
Amendments to Article 9—Amendments
Section 6.1 Section 9.07 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 9.07. [Intentionally omitted].”
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ARTICLE VII
Amendments to the Securities
Section 7.1 The Securities are hereby amended by replacing Section 7 thereof in its entirety on the reverse side thereof and inserting in replacement thereof:
“7. [Intentionally omitted].”
ARTICLE VIII
Effectiveness
Section 8.1 Effectiveness. This Supplemental Indenture shall become a binding agreement between the parties hereto and effective when executed by the parties hereto. Notwithstanding the foregoing, the amendments to the Indenture and the Securities set forth herein shall not become operative until (i) the Offeror or the Company notifies the Trustee that it has delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to Holders as consent payments under the Consent Solicitation Statement and the Offering Memorandum, upon the terms and subject to the conditions in the Consent Solicitation Statement and the Offering Memorandum, as applicable, in respect of the Consents validly delivered and not revoked thereunder and (ii) the Securities that are validly tendered (and not validly withdrawn) have been accepted for exchange by the Offeror in accordance with the terms of the Offering Memorandum.
ARTICLE IX
Miscellaneous
Section 9.1 Securities. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Securities.
Section 9.2 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.
Section 9.3 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 9.4 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9.5 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
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Section 9.6 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes.
Section 9.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 9.8 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
Section 9.9 Successors. All agreements of the Issuer in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 9.10 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.11 Ratification of Indenture; Supplemental Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Issuer hereby expressly reaffirms each of its obligations to indemnify the Trustee and hold the Trustee harmless pursuant to Section 7.07 of the Indenture in connection with the Trustee’s execution and delivery of this Supplemental Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
| ISSUER | ||
| WILLIAM LYON HOMES, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| TRUSTEE | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: |
/s/ Donald T. Hurrelbrink |
|
| Name: Donald T. Hurrelbrink | ||
| Title: Vice President | ||
| GUARANTORS | ||
| WILLIAM LYON HOMES | ||
| WILLIAM LYON SOUTHWEST, INC. | ||
| PRESLEY HOMES | ||
| POLYGON WLH LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| DUXFORD FINANCIAL, INC. | ||
| PH VENTURES-SAN JOSE | ||
| PH-LP VENTURES | ||
| PH-RIELLY VENTURES | ||
| PRESLEY CMR, INC. | ||
| SYCAMORE CC, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| WLH COMMUNITIES REALTY INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President | ||
| CALIFORNIA EQUITY FUNDING, INC. | ||
| HSP, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Executive Vice President | ||
| LYON WATERFRONT LLC | ||
| LYON EAST GARRISON COMPANY I, LLC | ||
|
CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC |
||
| MOUNTAIN FALLS, LLC | ||
| By: William Lyon Homes, Inc. | ||
| Its: Sole Member | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH ENTERPRISES | ||
| By: William Lyon Homes, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| By: Presley CMR, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| MOUNTAIN FALLS GOLF COURSE, LLC | ||
| By | WLH Enterprises | |
| Its: | Managing Member | |
| By: | William Lyon Homes, Inc. | |
| Its: | General Partner | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| By: | Presley CMR, Inc. | |
| Its: | General Partner | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
| 460 CENTRAL, L.L.C. | ||
| BASELINE WOODS SFD I, L.L.C. | ||
| BASELINE WOODS SFD II, L.L.C. | ||
| BASELINE WOODS WEST, L.L.C. | ||
| BETHANY CREEK FALLS, L.L.C. | ||
| BROWNSTONE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| BRYANT HEIGHTS, L.L.C. | ||
| BULL MOUNTAIN RIDGE, L.L.C. | ||
| CALAIS AT VILLEBOIS, L.L.C. | ||
| CEDAR FALLS WAY LLC | ||
| CASCARA AT REDMOND RIDGE, L.L.C. | ||
| CORNELIUS PASS TOWNHOMES, L.L.C. | ||
| EDGEWATER TUALATIN, L.L.C. | ||
| GRANDE POINTE AT VILLEBOIS, L.L.C. | ||
| HIGH POINT III, L.L.C. | ||
| HIGHCROFT AT SAMMAMISH, L.L.C. | ||
| ISSAQUAH HIGHLANDS INVESTMENT FUND, L.L.C. | ||
| LES BOIS AT VILLEBOIS, L.L.C. | ||
| MILL CREEK TERRACE, L.L.C. | ||
| MURRAY & WEIR SFD, L.L.C. | ||
| ORENCO WOODS SFD, L.L.C. | ||
| PEASLEY CANYON HOMES, L.L.C. | ||
| POLYGON AT BRENCHLEY ESTATES, L.L.C. | ||
| POLYGON AT SUNSET RIDGE L.L.C. | ||
| POLYGON AT VILLEBOIS II, L.L.C. | ||
| POLYGON AT VILLEBOIS III, L.L.C. | ||
| POLYGON AT VILLEBOIS IV, L.L.C. | ||
| POLYGON AT VILLEBOIS V, L.L.C. | ||
| RIDGEVIEW TOWNHOMES, L.L.C. | ||
| RIVERFRONT MF, L.L.C. | ||
| RIVERFRONT SF, L.L.C. | ||
| By: | Polygon WLH LLC | |
| Its: | Sole Member | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| SILVERLAKE CENTER, L.L.C. | ||
| SPANAWAY 230, L.L.C. | ||
| SPARROW CREEK, L.L.C. | ||
| THE RESERVE AT MAPLE VALLEY, L.L.C. | ||
| THE RESERVE AT NORTH CREEK, L.L.C. | ||
| TWIN CREEKS AT COOPER MOUNTAIN, L.L.C. | ||
| W.R. TOWNHOMES F, L.L.C. | ||
| VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| CASCADIAN KING COMPANY, L.L.C. | ||
| PNW CASCADIAN COMPANY, L.L.C. | ||
| POLYGON NORTHWEST COMPANY, L.L.C. | ||
| POLYGON PAYMASTER, L.L.C. | ||
| CASCADIAN SOUTH L.L.C. | ||
| By: | Polygon WLH LLC | |
| Its: | Sole Member | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH COMMUNITIES LLC | ||
| RSI JURUPA VALLEY LLC | ||
| RSI COMMUNITIES – CALIFORNIA LLC | ||
| WLH COMMUNITIES – TEXAS LLC | ||
| RSI CONSTRUCTION SERVICES LLC | ||
| WLH COMMUNITIES – ALDERWOOD LLC | ||
| WLH STILLWATER LLC | ||
| WLH STONEWALL LLC | ||
| WLH PRADO LLC | ||
| WLH TRAILS AT LEANDER LLC | ||
| WLH ONION CREEK LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Vice President | ||
Exhibit 4.3
SUPPLEMENTAL INDENTURE NO. 1
This Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of December 18, 2019, is made by and among William Lyon Homes, Inc., a California corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to that certain Indenture, dated as of July 9, 2019 (as supplemented from time to time, the “Indenture”), providing for the issuance of the Issuer’s 6.625% Senior Notes due 2027 (the “Securities”);
WHEREAS, Section 9.02 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Guarantors and the Trustee may amend the Indenture or the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) (the “Requisite Consents”);
WHEREAS, on November 5, 2019, William Lyon Homes (the “Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), and a wholly owned subsidiary of TMHC, pursuant to which a wholly owned subsidiary of TMHC will be merged with and into the Parent (the “Merger”), with the Parent surviving the Merger as a wholly owned subsidiary of TMHC;
WHEREAS, Taylor Morrison Communities, Inc. (the “Offeror”), a Delaware corporation and indirect subsidiary of TMHC, has solicited consents (the “Consents”) to certain amendments to the Indenture and the Securities (the “Proposed Amendments”), upon the terms and subject to the conditions set forth in that certain offering memorandum and consent solicitation statement, dated December 5, 2019 (the “Offering Memorandum”) and that certain Consent Solicitation Statement, dated December 5, 2019 (the “Consent Solicitation Statement”);
WHEREAS, the holders of more than 99.4% in aggregate principal amount of the Securities outstanding (excluding any Securities owned by the Issuer or its affiliates) have validly delivered Consents and not validly revoked their Consents to the adoption of all of the Proposed Amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such Consents has been provided by the Offeror to the Trustee;
WHEREAS, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Offeror having received the Requisite Consents from the outstanding Securities pursuant to Section 9.02 of the Indenture, the Issuer desires to amend the Indenture and the Securities (the “Amendment”);
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WHEREAS, in accordance with Section 11.04 of the Indenture, the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof; and
WHEREAS, pursuant to Sections 9.02 and 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to effect the Amendment, the parties mutually covenant and agree as follows:
ARTICLE I
Defined Terms
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.
Section 1.2 Certain Definitions, etc. Any definitions used exclusively in the provisions of the Indenture or Securities that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Securities, and all textual references in the Indenture and the Securities exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety. Any of the terms or provisions present in the Securities that relate to any of the provisions of the Indenture amended by Articles II through VI of this Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Supplemental Indenture.
ARTICLE II
Amendments to Article 3—Redemption
Section 2.1 The first sentence of Section 3.03 of the Indenture is hereby amended by replacing “30 days” with “three Business Days”.
ARTICLE III
Amendments to Article 4—Covenants
Section 3.1 Section 4.02 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.02. [Intentionally omitted].”
Section 3.2 Section 4.03 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.03. [Intentionally omitted].”
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Section 3.3 Section 4.04 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.04. [Intentionally omitted].”
Section 3.4 Section 4.05 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.05. [Intentionally omitted].”
Section 3.5 Section 4.06 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.06. [Intentionally omitted].”
Section 3.6 Section 4.07 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.07. [Intentionally omitted].”
Section 3.7 Section 4.08 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.08. [Intentionally omitted].”
Section 3.8 Section 4.09 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.09. [Intentionally omitted].”
Section 3.9 Section 4.10 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.10. [Intentionally omitted].”
Section 3.10 Section 4.11 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.11. [Intentionally omitted].”
Section 3.11 Section 4.12 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.12. [Intentionally omitted].”
Section 3.12 Section 4.13 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.13. [Intentionally omitted].”
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Section 3.13 Section 4.15 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 4.15. [Intentionally omitted].”
ARTICLE IV
Amendments to Article 5—Successor Company
Section 4.1 Section 5.01(a) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 5.01. (a) Neither the Parent nor the Company will, directly or indirectly, in a single transaction or a series of related transactions, (x) consolidate or merge with or into any Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Parent or the Parent and the Restricted Subsidiaries (taken as a whole) or the Company or the Company and the Restricted Subsidiaries that are Subsidiaries of the Company (taken as a whole), as the case may be, to any Person or (y) adopt a Plan of Liquidation unless, in either case, either (a) the Parent or the Company, as the case may be, will be the surviving or continuing Person or (b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company or the Parent, as the case may be, under the Securities or the Parent’s Security Guarantee, as applicable, and this Indenture; provided that, in the case of the Company, at any time the Successor is a limited liability company, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia.”
ARTICLE V
Amendments to Article 6—Defaults and Remedies
Section 5.1 Section 6.01(4) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(4) [Intentionally omitted];”
Section 5.2 Section 6.01(5) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(5) [Intentionally omitted];”
Section 5.3 Section 6.01(6) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(6) [Intentionally omitted];”
4
Section 5.4 Section 6.01(7) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(7) the Parent or the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in an involuntary case;
(C) consents to the appointment of a Custodian of it or for all or substantially all of its assets; or
(D) makes a general assignment for the benefit of its creditors.”
Section 5.5 Section 6.01(8) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Parent or the Company as debtor in an involuntary case;
(B) appoints a Custodian of the Parent or the Company or a Custodian for all or substantially all of the assets of the Parent or the Company; or
(C) orders the liquidation of the Parent or the Company, and the order or decree remains unstayed and in effect for 60 days; or”
Section 5.6 Section 6.01(9) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“(9) the Security Guarantee of the Parent ceases to be in full force and effect (other than in accordance with the terms of such Security Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Security Guarantee (other than by reason of release of a Guarantor from its Security Guarantee in accordance with the terms of this Indenture and the Security Guarantee).”
ARTICLE VI
Amendments to Article 9—Amendments
Section 6.1 Section 9.06 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
“SECTION 9.06. [Intentionally omitted].”
5
ARTICLE VII
Amendments to the Securities
Section 7.1 The Securities are hereby amended by replacing Section 7 thereof in its entirety on the reverse side thereof and inserting in replacement thereof:
“7. [Intentionally omitted].”
ARTICLE VIII
Effectiveness
Section 8.1 Effectiveness. This Supplemental Indenture shall become a binding agreement between the parties hereto and effective when executed by the parties hereto. Notwithstanding the foregoing, the amendments to the Indenture and the Securities set forth herein shall not become operative until (i) the Offeror or the Company notifies the Trustee that it has delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to Holders as consent payments under the Consent Solicitation Statement and the Offering Memorandum, upon the terms and subject to the conditions in the Consent Solicitation Statement and the Offering Memorandum, as applicable, in respect of the Consents validly delivered and not revoked thereunder and (ii) the Securities that are validly tendered (and not validly withdrawn) have been accepted for exchange by the Offeror in accordance with the terms of the Offering Memorandum.
ARTICLE IX
Miscellaneous
Section 9.1 Securities. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Securities.
Section 9.2 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.
Section 9.3 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 9.4 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9.5 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes.
6
Section 9.6 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 9.7 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
Section 9.8 Successors. All agreements of the Issuer in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 9.9 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.10 Ratification of Indenture; Supplemental Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Issuer hereby expressly reaffirms each of its obligations to indemnify the Trustee and hold the Trustee harmless pursuant to Section 7.07 of the Indenture in connection with the Trustee’s execution and delivery of this Supplemental Indenture.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
| ISSUER | ||
| WILLIAM LYON HOMES, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| TRUSTEE | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: |
/s/ Donald T. Hurrelbrink |
|
| Name: Donald T. Hurrelbrink | ||
| Title: Vice President | ||
| GUARANTORS | ||
| WILLIAM LYON HOMES | ||
| WILLIAM LYON SOUTHWEST, INC. | ||
| PRESLEY HOMES | ||
| POLYGON WLH LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
|
DUXFORD FINANCIAL, INC. |
||
|
PH VENTURES-SAN JOSE |
||
|
PH-LP VENTURES |
||
|
PH-RIELLY VENTURES |
||
|
PRESLEY CMR, INC. |
||
|
SYCAMORE CC, INC. |
||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
|
WLH COMMUNITIES REALTY INC. |
||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President | ||
| CALIFORNIA EQUITY FUNDING, INC. HSP, INC. | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Executive Vice President | ||
| LYON WATERFRONT LLC | ||
| LYON EAST GARRISON COMPANY I, LLC | ||
|
CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC |
||
| MOUNTAIN FALLS, LLC | ||
| By: William Lyon Homes, Inc. | ||
| Its: Sole Member | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH ENTERPRISES | ||
| By: William Lyon Homes, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| By: Presley CMR, Inc. | ||
| Its: General Partner | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Operating Officer | ||
|
MOUNTAIN FALLS GOLF COURSE, LLC |
||
|
By WLH Enterprises |
||
|
Its: Managing Member |
||
|
By: William Lyon Homes, Inc. |
||
|
Its: General Partner |
||
|
By: |
/s/ Matthew R. Zaist |
|
|
Name: Matthew R. Zaist |
||
|
Title: President and Chief Executive Officer |
||
|
By: Presley CMR, Inc. |
||
|
Its: General Partner |
||
|
By: |
/s/ Matthew R. Zaist |
|
|
Name: Matthew R. Zaist |
||
|
Title: President and Chief Operating Officer |
||
| 460 CENTRAL, L.L.C. | ||
| BASELINE WOODS SFD I, L.L.C. | ||
| BASELINE WOODS SFD II, L.L.C. | ||
| BASELINE WOODS WEST, L.L.C. | ||
| BETHANY CREEK FALLS, L.L.C. | ||
| BROWNSTONE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| BRYANT HEIGHTS, L.L.C. | ||
| BULL MOUNTAIN RIDGE, L.L.C. | ||
| CALAIS AT VILLEBOIS, L.L.C. | ||
| CEDAR FALLS WAY LLC | ||
| CASCARA AT REDMOND RIDGE, L.L.C. | ||
| CORNELIUS PASS TOWNHOMES, L.L.C. | ||
| EDGEWATER TUALATIN, L.L.C. | ||
| GRANDE POINTE AT VILLEBOIS, L.L.C. | ||
| HIGH POINT III, L.L.C. | ||
| HIGHCROFT AT SAMMAMISH, L.L.C. | ||
| ISSAQUAH HIGHLANDS INVESTMENT FUND, L.L.C. | ||
| LES BOIS AT VILLEBOIS, L.L.C. | ||
| MILL CREEK TERRACE, L.L.C. | ||
| MURRAY & WEIR SFD, L.L.C. | ||
| ORENCO WOODS SFD, L.L.C. | ||
| PEASLEY CANYON HOMES, L.L.C. | ||
| POLYGON AT BRENCHLEY ESTATES, L.L.C. | ||
| POLYGON AT SUNSET RIDGE L.L.C. | ||
| POLYGON AT VILLEBOIS II, L.L.C. | ||
| POLYGON AT VILLEBOIS III, L.L.C. | ||
| POLYGON AT VILLEBOIS IV, L.L.C. | ||
| POLYGON AT VILLEBOIS V, L.L.C. | ||
| RIDGEVIEW TOWNHOMES, L.L.C. | ||
| RIVERFRONT MF, L.L.C. | ||
| RIVERFRONT SF, L.L.C. | ||
| By: | Polygon WLH LLC | |
| Its: | Sole Member | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| SILVERLAKE CENTER, L.L.C. | ||
| SPANAWAY 230, L.L.C. | ||
| SPARROW CREEK, L.L.C. | ||
| THE RESERVE AT MAPLE VALLEY, L.L.C. | ||
| THE RESERVE AT NORTH CREEK, L.L.C. | ||
| TWIN CREEKS AT COOPER MOUNTAIN, L.L.C. | ||
| W.R. TOWNHOMES F, L.L.C. | ||
| VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C. | ||
| CASCADIAN KING COMPANY, L.L.C. | ||
| PNW CASCADIAN COMPANY, L.L.C. | ||
| POLYGON NORTHWEST COMPANY, L.L.C. | ||
| POLYGON PAYMASTER, L.L.C. | ||
| CASCADIAN SOUTH L.L.C. | ||
| By: | Polygon WLH LLC | |
| Its: | Sole Member | |
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: President and Chief Executive Officer | ||
| WLH COMMUNITIES LLC | ||
| RSI JURUPA VALLEY LLC | ||
| RSI COMMUNITIES – CALIFORNIA LLC | ||
| WLH COMMUNITIES – TEXAS LLC | ||
| RSI CONSTRUCTION SERVICES LLC | ||
| WLH COMMUNITIES – ALDERWOOD LLC | ||
| WLH STILLWATER LLC | ||
| WLH STONEWALL LLC | ||
| WLH PRADO LLC | ||
| WLH TRAILS AT LEANDER LLC | ||
| WLH ONION CREEK LLC | ||
| By: |
/s/ Matthew R. Zaist |
|
| Name: Matthew R. Zaist | ||
| Title: Vice President | ||
Exhibit 99.1
Taylor Morrison Announces Results of Early Participation in Exchange Offers and Consent Solicitations for William Lyon Notes
SCOTTSDALE, AZ, December 18, 2019 – Taylor Morrison Home Corporation (NYSE: TMHC) (“Taylor Morrison”) announced today that, in the previously announced exchange offers and consent solicitations by its subsidiary, Taylor Morrison Communities, Inc. (“TMCI”), for three series of outstanding senior notes (collectively, the “William Lyon Notes”) issued by William Lyon Homes, Inc. (“William Lyon”), the requisite consents have been received to adopt the proposed amendments (the “Amendments”) to the indentures governing each series of William Lyon Notes (the “William Lyon Indentures”). As a result, William Lyon, the guarantors of the William Lyon Notes and the trustee under the William Lyon Indentures have executed supplemental indentures (the “Supplemental Indentures”) to the William Lyon Indentures to effect the Amendments. William Lyon is a direct subsidiary of William Lyon Homes (NYSE:WLH) (“Lyon Parent”). As previously disclosed, Taylor Morrison and Lyon Parent have entered into an Agreement and Plan of Merger to provide for a subsidiary of Taylor Morrison to merge with and into Lyon Parent, with Lyon Parent surviving as a wholly owned subsidiary of Taylor Morrison (the “Merger”).
The Amendments will not become operative unless and until (i) TMCI or William Lyon notifies the trustee for the applicable William Lyon Notes that TMCI has delivered to The Depository Trust Company for the holders of such William Lyon Notes the aggregate amount to be paid to such holders as consent payments, upon the terms and subject to the conditions in the Offering Memorandum (as defined below) or the Separate Consent Solicitation Statement (as defined below), as applicable, in respect of the consents validly delivered and not revoked thereunder and (ii) the William Lyon Notes that are validly tendered (and not validly withdrawn) in the exchange offers described below have been accepted for exchange by TMCI in accordance with the terms of the Offering Memorandum.
The consent results are based on (i) early tenders in the offers to exchange (the “Exchange Offers”) any and all outstanding William Lyon Notes for up to $1.09 billion aggregate principal amount of new notes to be issued by TMCI (the “Taylor Morrison Notes”), which tenders are deemed also to constitute the delivery of consents in the related consent solicitations (the “Consent Solicitations”) being made by TMCI on behalf of William Lyon to adopt the Amendments, (ii) deliveries of consents in the Consent Solicitations (without tendering the William Lyon Notes in the Exchange Offers) and (iii) deliveries of consents in the separate solicitations of consents (the “Separate Consent Solicitations”) from holders of William Lyon Notes that are not eligible to participate in the Exchange Offers.
As of 5:00 p.m., New York City time, on December 18, 2019 (the “Early Participation Date” under the Exchange Offers and the Consent Solicitations and the “Consent Deadline” under the Separate Consent Solicitations), (i) the principal amounts of William Lyon Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked) in the Exchange Offers, (ii) consents in respect of the principal amounts of William Lyon Notes set forth in the table below had been validly delivered and not validly revoked in the Consent Solicitations and (iii) consents in respect of the principal amounts of William Lyon Notes set forth in the table below had been validly delivered and not validly revoked in the Separate Consent Solicitations. For each $1,000 principal amount of William Lyon Notes validly tendered and not validly withdrawn or with respect to which consents had been validly delivered and not validly revoked at or prior to the Early Participation Date or the Consent Deadline, as applicable, holders of William Lyon Notes will be eligible to receive a consent payment of $2.50 in cash (the “Consent Payment”).
|
William Lyon
Notes Tendered at Early Participation Date |
Consents
Delivered at Early Participation Date |
Consents
delivered in Separate Consent Solicitations at Consent Deadline |
Total Consents
Delivered |
|||||||||||||||||||
|
Title of Series of William
|
CUSIP
Number of William Lyon Notes |
Aggregate
Principal Amount Outstanding |
Principal
Amount |
Principal
Amount |
Principal
Amount |
Percentage | ||||||||||||||||
|
6.00% Senior Notes due 2023 |
96926DAU4 | $ | 350,000,000 | $ | 323,832,000 | $ | 20,342,000 | $ | 1,454,000 | 98.75 | % | |||||||||||
|
5.875% Senior Notes due 2025 |
96926DAR1 | $ | 436,886,000 | $ | 421,357,000 | $ | 242,000 | $ | 867,000 | 96.70 | % | |||||||||||
|
6.625% Senior Notes due 2027 |
96926DAV2
U96799AJ7 |
$ | 300,000,000 | $ | 290,390,000 | $ | 7,054,000 | $ | 946,000 | 99.46 | % | |||||||||||
Tendered William Lyon Notes may be withdrawn at any time prior to the Expiration Date. However, a valid withdrawal of tendered William Lyon Notes after the Consent Revocation Deadline will not constitute a revocation of any previously delivered consents in respect of those notes and such consents will continue to be deemed delivered.
The Exchange Offers are being, and the Consent Solicitations were, made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated December 5, 2019 (the “Offering Memorandum”) and the related letter of transmittal in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are conditioned upon the closing of the Merger and certain other conditions that may be waived by TMCI. Each Exchange Offer will expire at 12:01 a.m., New York City time, on January 6, 2020 (as the same may be extended, the “Expiration Date”), unless terminated. The settlement date for the Exchange Offers is expected to occur promptly after the Expiration Date, and the Expiration Date of each of the Exchange Offers is expected to be extended such that such settlement date coincides with the closing date of the Merger. As a result, the Expiration Date may be extended one or more times.
The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 807-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
The Separate Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in a separate consent solicitation statement, dated December 5, 2019 (the “Separate Consent Solicitation Statement”) and the related letter of consent, and are conditioned upon the closing of the Merger and certain other conditions that may be waived by TMCI.
The complete terms and conditions of the Separate Consent Solicitations are described in a Separate Consent Solicitation Statement and related letter of consent, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information and tabulation agent in connection with the Separate Consent Solicitations, at (866) 807-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
Each of the previously announced change of control offers (the “Change of Control Offers”) with respect to William Lyon Notes made by TMCI in connection with the Merger pursuant to the change of control notice and offer to purchase dated December 5, 2019 (the “Change of Control Notice”) have been terminated because the Supplemental Indentures have been executed. If and when the Amendments become operative, the Amendments will remove the requirement to make the Change of Control Offers. All William Lyon Notes validly tendered and not validly withdrawn pursuant to the Change of Control Offers will be returned promptly to the holder thereof in accordance with the Change of Control Notice and applicable law, and holders will not receive the purchase price for their William Lyon Notes tendered in the Change of Control Offers.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Taylor Morrison Notes have not been registered with the Securities and Exchange Commission under the Securities Act or any state or foreign securities laws. The Taylor Morrison Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who certify that they are (i) persons who are “U.S. persons” (as defined in Regulation S) and (a) “qualified institutional buyers” within the meaning of Rule 144A or (b) “accredited investors” (as defined in Regulation D) or (ii) not “U.S. persons” within the meaning of Regulation S and are outside of the United States and who are “non-U.S. qualified offerees” for purposes of applicable securities laws are authorized to receive and review the Offering Memorandum (such holders, “Eligible Holders”). The ability of an Eligible Holder to participate in the Exchange Offers also may be further limited, as set forth under “Eligibility and Transfer Restrictions” in the Offering Memorandum.
About Taylor Morrison
Taylor Morrison Home Corporation (NYSE: TMHC) is a leading national homebuilder and developer that has been recognized as the 2016, 2017, 2018 and 2019 America’s Most Trusted® Home Builder by Lifestory Research. Based in Scottsdale, Arizona we operate under two well-established brands, Taylor Morrison and Darling Homes. We serve a wide array of consumer groups from coast to coast, including first-time, move-up, luxury, and 55 plus buyers. In Texas, Darling Homes builds communities with a focus on individuality and custom detail while delivering on the Taylor Morrison standard of excellence.
Forward-Looking Statements
Some of the statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. securities laws. These include statements using the words “believe,” “target,” “outlook,” “may,” “will,” “should,” “could,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “seek,” “would,” “upside,” “increases,” “goal,” “guidance” and “anticipate,” and similar statements and the negative of such words and phrases, which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Taylor Morrison Home Corporation, a Delaware corporation (“Taylor Morrison”), or William Lyon Homes, a Delaware corporation (“William Lyon Homes”), and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to William Lyon Homes or Taylor Morrison or persons acting on their behalf, and are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks and uncertainties that could cause actual results to differ from forward-looking statements include, among other things: the inherent uncertainty associated with financial or other projections, including anticipated synergies; the integration of Taylor Morrison and William Lyon Homes and the ability to recognize the anticipated benefits from the combination of Taylor Morrison and William Lyon Homes, and the amount of time it may take to realize those benefits, if at all; the risks associated with Taylor Morrison’s and William Lyon Homes’ ability to satisfy the conditions to closing the consummation of the Merger, including obtaining the requisite stockholder approvals, and the timing of the closing of the Merger; the failure of the Merger to close for any other reason; the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger; any unanticipated difficulties or expenditures relating to the Merger; the effect of the announcement and pendency of the Merger on the respective business relationships or operating results of Taylor Morrison, William Lyon Homes, or the combined company; risks relating to the value of the Taylor Morrison common stock to be issued in connection with the Merger, and the value of the combined company’s common stock after the Merger is consummated; the anticipated size of the markets and continued demand for Taylor Morrison’s and William Lyon Homes’ homes and the impact of competitive responses to the announcement and pendency of the Merger; the diversion of attention of management of Taylor Morrison or William Lyon Homes from ongoing business concerns during the pendency of the Merger; and the access to available financing on a timely basis, and the terms of any such financing. Additional risks and uncertainties are described in Taylor Morrison’s and William Lyon Homes’ respective filings with the U.S. Securities and Exchange Commission (the “SEC”), including as described under the heading “Risk Factors” in the preliminary joint proxy statement/prospectus included as a part of Taylor Morrison’s Registration Statement on Form S-4 filed with the SEC on December 6, 2019, in Taylor Morrison’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 20, 2019, in William Lyon Homes’ Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 28, 2019, and in their respective subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required by law, neither Taylor Morrison nor William Lyon Homes has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
CONTACT: Investor Relations
Taylor Morrison Home Corporation
(480) 734-2060
investor@taylormorrison.com