As filed with the Securities and Exchange Commission on November 6, 2014
Registration No. 333-198793
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
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Delaware |
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1531 |
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33-0864902 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
WILLIAM LYON HOMES, INC.
(Exact name of registrant as specified in its charter)
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California |
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1531 |
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33-0253855 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
AND
The Other Registrants Named in the Table of Additional Registrants Below
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(949) 833-3600
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
William H. Lyon
Chief
Executive Officer
William Lyon Homes
William Lyon Homes, Inc.
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(949) 833-3600
(Address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Cary Hyden, Esq.
Michael A. Treska, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
APPROXIMATE DATE OF
COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered |
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Amount to be
registered/proposed
maximum offering price
per unit/proposed
maximum aggregate
offering price |
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Amount of
registration fee |
Class A Common stock, par value $0.01 per share, of William Lyon Homes |
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(1)(2) |
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Preferred Stock, par value $0.01 per share, of William Lyon Homes |
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(1)(2) |
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Debt Securities of William Lyon Homes |
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(1) |
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Debt Securities of William Lyon Homes, Inc. |
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(1) |
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Depositary Shares of William Lyon Homes |
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(1) |
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Warrants of William Lyon Homes |
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(1) |
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Purchase Contracts of William Lyon Homes |
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(1) |
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Units of William Lyon Homes |
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(1) |
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Guarantees of Debt Securities of William Lyon Homes and William Lyon Homes, Inc. |
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(3)(4) |
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Total |
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$600,000,000(5) |
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$77,280(6)(7) |
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(1) |
An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices. |
(2) |
Includes rights to acquire Class A Common Stock or preferred stock of William Lyon Homes under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
(3) |
Consists of (i) guarantees of debt securities of William Lyon Homes, Inc. by any one or more of William Lyon Homes and/or the guarantor registrants listed on the Table of Additional Registrants below and (ii) guarantees
of debt securities of William Lyon Homes by William Lyon Homes, Inc. and/or any one or more of the guarantor registrants listed on the Table of Additional Registrants below. |
(4) |
Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is payable for the guarantees. |
(5) |
Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of Class A Common Stock that are issued upon conversion of debt securities or preferred
stock registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $600,000,000. |
(6) |
The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
The registrants hereby amend
this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment that specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANTS
Additional Registrants (as Guarantors of the Debt Securities)
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Exact Name as specified in its charter * |
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State or other
jurisdiction of
incorporation or
organization |
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Primary
Standard Industrial
Classification
Code Number |
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I.R.S.
Employer
Identification
No. |
California Equity Funding, Inc. |
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California |
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1531 |
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33-0830016 |
PH-LP Ventures |
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California |
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1531 |
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33-0799119 |
Duxford Financial, Inc. |
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California |
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1531 |
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33-0640824 |
Sycamore CC, Inc. |
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California |
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1531 |
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33-0981307 |
Presley CMR, Inc. |
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California |
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1531 |
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33-0603862 |
William Lyon Southwest, Inc. |
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Arizona |
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1531 |
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86-0978474 |
PH-Rielly Ventures |
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California |
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1531 |
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33-0827710 |
HSP Inc. |
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California |
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1531 |
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33-0636045 |
PH Ventures-San Jose |
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California |
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1531 |
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33-0785089 |
Presley Homes |
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California |
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1531 |
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33-0905035 |
WLH Enterprises |
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California |
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1531 |
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33-0013333 |
Lyon East Garrison Company I, LLC |
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California |
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1531 |
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41-2065692 |
Lyon Waterfront LLC |
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Delaware |
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1531 |
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04-3671928 |
Circle G at the Church Farm North Joint Venture, LLC |
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Arizona |
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1531 |
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20-3431322 |
Mountain Falls, LLC |
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Nevada |
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1531 |
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20-1119631 |
Mountain Falls Golf Course, LLC |
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Nevada |
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1531 |
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20-1223291 |
Polygon WLH LLC |
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Delaware |
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1531 |
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47-1450060 |
Cascadian South L.L.C. |
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Oregon |
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1531 |
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20-2079637 |
460 Central, L.L.C. |
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Washington |
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1531 |
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61-1721676 |
Baseline Woods SFD I, L.L.C. |
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Washington |
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1531 |
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30-0758135 |
Baseline Woods SFD II, L.L.C. |
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Washington |
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1531 |
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80-0904432 |
Baseline Woods West, L.L.C. |
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Washington |
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1531 |
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80-0900060 |
Bethany Creek Falls, L.L.C |
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Washington |
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1531 |
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37-1749247 |
Brownstone At Issaquah Highlands, L.L.C. |
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Washington |
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1531 |
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38-3890401 |
Bryant Heights, L.L.C. |
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Washington |
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1531 |
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32-0419724 |
Bull Mountain Ridge, L.L.C. |
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Washington |
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1531 |
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36-4787754 |
Calais At Villebois, L.L.C. |
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Washington |
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1531 |
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36-4784375 |
Cascadian King Company, L.L.C. |
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Washington |
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1531 |
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20-2079561 |
Cascara At Redmond Ridge, L.L.C. |
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Washington |
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1531 |
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36-4762776 |
Cedar Falls Way LLC |
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Washington |
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1531 |
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27-2254716 |
Cornelius Pass Townhomes, L.L.C. |
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Washington |
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1531 |
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36-4788175 |
Edgewater Tualatin, L.L.C. |
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Washington |
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1531 |
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45-2544575 |
Grande Pointe At Villebois, L.L.C. |
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Washington |
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1531 |
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32-0439430 |
High Point III, L.L.C. |
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Washington |
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1531 |
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45-3058340 |
Highcroft at Sammamish, L.L.C. |
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Washington |
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1531 |
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32-0416990 |
Issaquah Highlands Investment Fund, L.L.C. |
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Washington |
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1531 |
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37-1741558 |
Les Bois At Villebois, L.L.C. |
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Washington |
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1531 |
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38-3916750 |
Mill Creek Terrace, L.L.C. |
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Washington |
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1531 |
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61-1712661 |
Murray & Weir SFD, L.L.C. |
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Washington |
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1531 |
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80-0872762 |
Orenco Woods SFD, L.L.C. |
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Washington |
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1531 |
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37-1747850 |
Peasley Canyon Homes, L.L.C. |
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Washington |
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1531 |
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30-0798985 |
PNW Cascadian Company, L.L.C. |
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Washington |
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1531 |
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20-2079495 |
Polygon At Brenchley Estates, L.L.C. |
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Washington |
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1531 |
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30-0781866 |
Polygon At Sunset Ridge, L.L.C. |
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Washington |
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1531 |
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36-4785359 |
Polygon At Villebois II, L.L.C. |
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Washington |
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1531 |
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35-2440012 |
Polygon At Villebois III, L.L.C. |
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Washington |
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1531 |
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38-3889651 |
Polygon At Villebois IV, L.L.C. |
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Washington |
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1531 |
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90-0955097 |
Polygon At Villebois V, L.L.C. |
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Washington |
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1531 |
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61-1711098 |
Polygon Northwest Company, L.L.C. |
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Washington |
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1531 |
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91-1540522 |
Polygon Paymaster, L.L.C. |
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Washington |
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1531 |
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91-2105569 |
Ridgeview Townhomes, L.L.C. |
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Washington |
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1531 |
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27-3496638 |
Riverfront MF, L.L.C. |
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Washington |
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1531 |
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35-2478777 |
Riverfront SF, L.L.C. |
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Washington |
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1531 |
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32-0412982 |
Silverlake Center, L.L.C. |
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Washington |
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1531 |
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38-3923758 |
Spanaway 230, L.L.C. |
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Washington |
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1531 |
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61-1677929 |
Sparrow Creek, L.L.C. |
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Washington |
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1531 |
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38-3932588 |
The Reserve At Maple Valley, L.L.C. |
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Washington |
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1531 |
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37-1714339 |
The Reserve At North Creek, L.L.C. |
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Washington |
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1531 |
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36-4727473 |
Twin Creeks At Cooper Mountain, L.L.C. |
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Washington |
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1531 |
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90-0899730 |
Viewridge At Issaquah Highlands, L.L.C. |
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Washington |
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1531 |
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80-0839321 |
W.R. Townhomes F, L.L.C. |
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Washington |
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1531 |
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20-1800310 |
* |
Each additional registrant is a wholly-owned direct or indirect subsidiary of William Lyon Homes. The address, including zip code, and telephone number, including area code, of each registrants principal executive
offices is c/o William Lyon Homes, 4695 MacArthur Court, 8th Floor, Newport Beach, California, telephone (949) 833-3600. |
The information in this prospectus is not complete and may be changed. These securities may
not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted.
Subject to Completion, dated November 6, 2014.
PROSPECTUS
$600,000,000
WILLIAM LYON HOMES
WILLIAM LYON HOMES, INC.
Class A Common Stock
Preferred Stock
Debt
Securities
Depositary Shares
Warrants
Purchase Contracts
Units
Guarantees of
Debt Securities
William Lyon Homes, a Delaware corporation, or Parent, may offer and sell, from time to time, in one or more offerings, in amounts, at prices
and on terms determined at the time of any such offering, (i) shares of its Class A Common Stock, (ii) shares of its preferred stock, which may be issued in one or more series, (iii) debt securities, which may be senior, senior
subordinated or subordinated, (iv) depositary shares, (v) warrants, (vi) purchase contracts and (vii) units. The debt securities offered and sold by Parent may be fully and unconditionally guaranteed by one or more of its subsidiaries. In addition,
William Lyon Homes, Inc., a California corporation, or California Lyon, may offer and sell debt securities, which may be senior, senior subordinated or subordinated, from time to time, in one or more offerings, in amounts, at prices and on terms
determined at the time of any such offering. The debt securities offered and sold by California Lyon will be fully and unconditionally guaranteed by Parent and also may be fully and unconditionally guaranteed by one or more of Parents other
subsidiaries. Parent and California are sometimes referred to in this prospectus as the issuers.
The Class A Common
Stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, units and guarantees being offered pursuant to this prospectus are collectively referred to in this prospectus as the securities. The securities
may be offered in amounts, at prices and on terms determined at the time of the offering of such securities. However, the securities will have a maximum aggregate offering price of $600,000,000. The specific terms of the securities will be provided
in one or more supplements to this prospectus at the time of offering. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.
The securities may be offered directly by the applicable issuer, through agents designated from time to time
or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be
set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections entitled Plan of Distribution and About this Prospectus for more information. No securities may be
sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such series of securities.
INVESTING IN
OUR SECURITIES INVOLVES RISKS. SEE THE RISK FACTORS ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING
IN OUR SECURITIES.
Parents Class A Common Stock is listed on the New York Stock Exchange under the symbol
WLH. On November 5, 2014, the last reported sale price of Parents Class A Common Stock on the New York Stock Exchange was $23.90 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2014.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a
shelf registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $600,000,000 as described in this prospectus. Each time that we
offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement.
Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading Where You Can Find More Information; Incorporation
by Reference.
We have not authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we
indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless the
context indicates otherwise, as used in this prospectus, references to the Company, we, us, and our, and similar expressions, refer to William Lyon Homes, a Delaware corporation, and its subsidiaries.
In addition, Parent refers to William Lyon Homes and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly owned subsidiary of Parent.
1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file
reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain
copies of this information by mail from the Public Reference Section of the SEC at prescribed rates. Further information on the operation of the SECs Public Reference Room in Washington, D.C. can be obtained by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is
http://www.sec.gov.
Our web site address is www.lyonhomes.com. The information on our web site, however, is not, and should
not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that
we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms
of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to
the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SECs Public Reference Room in Washington, D.C. or
through the SECs website, as provided above.
Incorporation by Reference
The SECs rules allow us to incorporate by reference information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will
automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus modifies or replaces that statement.
We incorporate by reference our documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act in this prospectus, between the date of this prospectus and the
termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed
filed with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
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Our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 21, 2014. |
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 9, 2014. |
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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 13, 2014. |
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Our Current Reports on Form 8-K filed with the SEC on February 27, 2014, March 25, 2014, March 26, 2014, April 1, 2014, May 28, 2014, June 23, 2014, July 30, 2014, August 1, 2014
and August 13, 2014. |
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Our Current Report on Form 8-K/A filed with the SEC on September 16, 2014. |
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The description of our Class A Common Stock contained in the our registration statement on Form 8-A, filed with the SEC on May 15, 2013 and any amendment or report filed with the SEC for the purpose of
updating the description. |
2
All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but
excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are
specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
William Lyon Homes
Attention: Corporate Secretary
4695 MacArthur Court, 8th Floor
Newport Beach, CA 92660
Tel:
(949) 833-3600
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by
reference in this prospectus and any accompanying prospectus supplement.
3
THE COMPANY
Our Company
We are one of the largest
Western U.S. regional homebuilders. Headquartered in Newport Beach, California, we are primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado,
Washington and Oregon. Our core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Seattle and Portland. We have a distinguished legacy of more than 58 years of homebuilding operations,
over which time we have sold in excess of 93,000 homes.
We have a significant expertise in understanding the needs of our homebuyers and
designing our product offerings to meet those needs. This allows us to maximize the yield on our land investments by tailoring our home offerings to meet the buyer demands in each of our markets. We build and sell across a diverse range of product
lines at a variety of price points with an emphasis on sales to entry-level, first-time move-up and second-time move-up homebuyers. We are committed to achieving the highest standards in design, quality and customer satisfaction and have received
numerous industry awards and commendations recognizing our achievements throughout our operating history.
Corporate Information and History
Our predecessor, The Presley Companies, or Presley, was formed in 1956. In 1987, General William Lyon purchased 100% of the stock of Presley,
which subsequently went public in 1991 and was listed on The New York Stock Exchange, or the NYSE, under the symbol PDC. In 1999, Presley acquired William Lyon Homes, Inc., a California corporation, and changed its name to William Lyon
Homes and its ticker symbol to WLS. The Company was subsequently taken private in 2006 by way of a tender offer by General William Lyon for the shares of the Company that were then publicly owned.
In May 2013, we completed our initial public offering, and shares of our Class A Common Stock began trading on the NYSE under the ticker
symbol WLH. Today, our principal executive offices are located at 4695 MacArthur Court, 8th Floor, Newport Beach, California 92660 and our telephone number is (949) 833-3600. Our website address is www.lyonhomes.com. Information
contained on the Companys website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. We were incorporated in the State of Delaware on July 15, 1999.
4
RISK FACTORS
Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully
consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this
prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus
supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
5
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
6
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
For the six months ended June 30, 2014 and the year ended December 31, 2013, our earnings were in excess of fixed charges. The
following table presents our historical ratio of earnings to fixed charges and amount of excess of fixed charges and preferred stock dividends to earnings, as applicable, for the periods indicated.
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Successor(1) |
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Predecessor(1) |
|
|
|
Six Months Ended June 30, 2014 |
|
|
Year Ended December 31, 2013 |
|
|
Period From February 25, through December 31, 2012 |
|
|
|
|
Period from January 1, through February 24, 2012 |
|
|
Year Ended December 31, |
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Ratio of earnings to fixed charges(2) |
|
|
2.20x |
|
|
|
2.72x |
|
|
|
1.02x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of fixed charges to earnings (loss)(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
(16,050 |
) |
|
$ |
(86,347 |
) |
|
$ |
(52,871 |
) |
|
$ |
(150,218 |
) |
Excess of combined fixed charges and preferred stock dividends to earnings (loss)(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(2,097 |
) |
|
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
(1) |
Successor refers to William Lyon Homes and its consolidated subsidiaries on and after the February 25, 2012, or the Emergence Date, after giving effect to: (i) the cancellation of shares of our common stock
issued prior to February 25, 2012; (ii) the issuance of shares of new common stock, and settlement of existing debt and other adjustments in accordance with the Companys prepackaged joint plan of reorganization in February 2012, or
the Plan; and (iii) the application of fresh start accounting. Predecessor refers to William Lyon Homes and its consolidated subsidiaries up to the Emergence Date. In relation to the adoption of fresh start accounting in conjunction with the
confirmation of the Plan, the results of operations for 2012 separately present the period from January 1, 2012 through February 24, 2012 as the pre-emergence, predecessor entity and the period from February 25, 2012 through
December 31, 2012 and all subsequent periods as the successor entity. As such, the application of fresh start accounting is reflected in the period from February 25, 2012 through December 31, 2012 and not the period from
January 1, 2012 through February 24, 2012. Certain statistics including (i) net new home orders, (ii) average number of sales locations, (iii) backlog, (iv) number of homes closed, (v) homes sales revenue and
(vi) average sales price of homes closed are not affected by the fresh start accounting. |
(2) |
The term fixed charges means the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, (c) portion of rent expense
considered to be interest, and (d) preference security dividend requirements of consolidated subsidiaries. The term preference security dividend is the amount of pre-tax earnings that is required to pay dividends on outstanding
preference securities. The term earnings means the sum of (a) pre-tax income from continuing operations and (b) fixed charges. |
7
DESCRIPTION OF PARENTS CAPITAL STOCK
The following is a general description of the terms and provisions of Parents Third Amended and Restated Certificate of
Incorporation, or the Certificate of Incorporation, and Parents Amended and Restated Bylaws, or the bylaws, and applicable provisions of law, in each case as currently in effect on the date of this prospectus. The following description is only
a summary of the material provisions of Parents capital stock, the Certificate of Incorporation and the bylaws and does not purport to be complete and is qualified in its entirety by reference to the provisions of the Certification of
Incorporation and the bylaws. The Certificate of Incorporation and the bylaws are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
General
Our authorized capital stock
consists of 190,000,000 shares, 150,000,000 of which are designated as Class A Common Stock with a par value of $0.01 per share, or Class A Common Stock, 30,000,000 of which are designated as Class B Common Stock with a par value of
$0.01 per share, or Class B Common Stock, and 10,000,000 of which are designated as preferred stock with a par value of $0.01 per share, or preferred stock. As of November 5, 2014, there were 27,431,347 shares of Class A Common Stock
outstanding, 3,813,884 shares of Class B Common Stock outstanding and no shares of preferred stock outstanding. We have reserved an aggregate of 3,636,363 shares of Class A Common Stock for issuance to our current and future directors,
employees and consultants pursuant to the William Lyon Homes 2012 Equity Incentive Plan. In addition, 1,907,550 shares of Class B Common Stock are issuable upon exercise of a warrant, or the Class B Warrant, currently held by Lyon Shareholder
2012, LLC, or Lyon LLC.
Common Stock
The Certificate of Incorporation divides our common stock into two classes of common stock, Class A Common Stock and Class B Common Stock.
Holders of Class A Common Stock and Class B Common Stock have identical rights, except with respect to certain voting, conversion and preemptive rights as further described below. The rights of the holders of common stock will be subject to,
and may be adversely affected by, the rights of the holders of preferred stock. Holders of our common stock have no preference, exchange, sinking fund, redemption or appraisal rights and, except as provided below, have no preemptive rights to
subscribe for any of our securities.
Voting. On all matters on which the holders of our common stock are entitled to vote,
prior to the conversion of all outstanding shares of our Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share, while our Class B Common Stock is entitled to five votes per share. Following the conversion of
all outstanding shares of our Class B Common Stock, each share of common stock is entitled to one vote per share.
Mandatory
Conversion of Class B Common Stock. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock if a majority of the shares of Class B Common Stock then-outstanding vote in favor of such
conversion. If, at any time, any share of Class B Common Stock is not owned, beneficially or of record, by either General William Lyon or William H. Lyon, their siblings, spouses and lineal descendants (including by step-, adoptive and similar
relationships), any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one
share of Class A Common Stock.
Optional Conversion of Class B Common Stock. Holders of Class B Common Stock may
elect at any time to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock.
Status of Converted Class B Common Stock. In the event any shares of Class B Common Stock are converted into shares of
Class A Common Stock, such shares of Class B Common Stock will be cancelled and will no longer be issuable by us.
Dividend Rights. Subject to applicable law, any contractual restrictions and the rights of the holders of any outstanding
series of preferred stock, if any, holders of our common stock are entitled to receive such dividends and
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other distributions that our board of directors may declare from time to time in its sole discretion. Additionally, the payment of cash dividends is subject to certain restrictions under the
terms of the agreements governing our debt. Any dividends declared by the board of directors on a share of our common stock will be declared in equal amounts with respect to each share of every class of common stock. If dividends are declared on our
common stock that are payable in shares of common stock, or securities convertible into, or exercisable or exchangeable for our common stock, the dividends payable to the holders of each class of our common stock will be paid only in kind for the
same class of common stock (or in securities convertible into, or exercisable or exchangeable for in kind shares) and such dividends will be paid in the same number of shares (or fraction thereof) of common stock (or securities convertible into, or
exercisable or exchangeable for the same number of shares (or fraction thereof) on an in kind per share basis).
Liquidation
Rights. Upon our dissolution, liquidation or winding up, whether voluntary or involuntary, subject to the rights of the holders of any outstanding series of preferred stock, if any, and after payments on our debts and other liabilities,
holders of our common stock are entitled to receive our assets available for distribution to our stockholders ratably in proportion to the number of shares of Class A Common Stock that such holders would have held if all shares of Class B
Common Stock were converted into Class A Common Stock prior to any such dissolution, liquidation or winding up.
Preemptive
Rights. The Certificate of Incorporation provides that, for so long as any shares of Class B Common Stock remain outstanding, in the event we issue new shares of Class A Common Stock (including upon the exchange or conversion of
securities exchangeable for or convertible into shares of Class A Common Stock or upon the exercise of warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire shares of Class A Common
Stock), subject to certain exceptions, the holders of our Class B Common Stock shall have the option to purchase from us new shares of Class B Common Stock up to the amount needed to maintain their then-existing voting percentage ownership,
after giving effect to the issuance. Such shares of Class B Common Stock will be acquired at the same cash price per share of Class B Common Stock as the price per share of Class A Common Stock sold by us in connection with such issuance of
shares of Class A Common Stock (or, in the case of shares of Class A Common Stock issued upon the exchange or conversion of securities exchangeable for or convertible into shares of Class A Common Stock or upon the exercise of
warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire shares of Class A Common Stock, a price equal to the per share price of the Class A Common Stock at the close of business on the
date of such grant or issuance) or, if the price to be paid by a purchaser is consideration other than cash, then at a cash price that is substantially equal in value to such other consideration as determined in good faith by our board of directors
(which determination shall be final and binding on all interested parties).
Preferred Stock
The Certificate of Incorporation authorizes our board of directors, without further action by our stockholders, to issue up to 10,000,000
shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock may have the effect of
decreasing the market price of our Class A Common Stock, may adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the
issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
Anti-Takeover Effects of Certain
Provisions of Delaware Law and Charter and Bylaw Provisions
Delaware Anti-Takeover Statute. We are subject to
Section 203 of the Delaware General Corporation Law, or the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a merger or other business combination with any interested stockholder for a period
of three years following the date that the stockholder became an interested stockholder, unless:
(1) prior to the time the stockholder
became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
9
(2) upon consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, subject to certain exclusions; or
(3) on or subsequent to the time the stockholder became an interested stockholder, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special meeting of stockholders, by the affirmative vote of at least 66 2⁄3% of the outstanding
voting stock that is not owned by the interested stockholder.
In general, Section 203 of the DGCL defines an interested
stockholder as:
(1) any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation;
(2) any entity or person that is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock
of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and
(3) the affiliates or associates of any such entities or persons.
The provisions of Section 203 of the DGCL described above could have the following effects on us, among others:
(1) delaying, deferring or preventing a change in control;
(2) delaying, deferring or preventing the removal of existing management;
(3) deterring potential acquirers from making an offer to our stockholders; and
(4) limiting any opportunity of our stockholders to realize premiums over prevailing market prices of the common stock in connection with
offers by potential acquirers.
This could be the case even if a majority of our stockholders might benefit from a change of control or
offer.
Special Meetings of Stockholders. The Certificate of Incorporation provides that special meetings of the
stockholders may be called by our board of directors, the Chairman of the Board, the Chief Executive Officer, or the lead independent director and not by stockholders.
No Action by Written Consent. The Certificate of Incorporation provides that all actions to be taken by holders of our
common stock must be taken at a special or annual meeting, and not by written consent.
Undesignated Preferred Stock. The
ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other
provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.
10
Classified Board; Election and Removal of Directors. Upon the conversion of all
outstanding shares of our Class B Common Stock into Class A Common Stock, our board of directors will be divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of such directors. The
board of directors is authorized to assign members of the board of directors already in office to their respective class. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders, with
staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have
cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. In addition, once our board of directors is divided into three classes, the removal of any of our
directors without cause will require the approval of at least 66 2⁄3% of the voting power of our then-outstanding shares of stock entitled to vote thereon,
voting as a single class. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders
to replace a majority of the directors.
Conflicts of Interest. Delaware law permits corporations to adopt provisions
renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. The Certificate of Incorporation renounces any interest or expectancy that we have in, or right to be
offered an opportunity to participate in, specified business opportunities that are from time to time presented to our non-employee directors. The Certificate of Incorporation provides that, to the fullest extent permitted by law, each of our
directors who is not also one of our officers or employees (along with his or her respective affiliates) will have no duty to refrain from: (i) engaging in the same or similar activities or lines of business in which we or our affiliates now
engage or in which we propose to engage; or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that any non-employee director acquires knowledge of a potential transaction or
other business opportunity which may be a corporate opportunity for itself, himself or herself or its, his or her affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity
to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. The Certificate of Incorporation does not renounce our interest in any business opportunity that is expressly offered to a
non-employee director solely in his or her capacity as a director or officer.
Advance Notice Requirements for Stockholder Proposals
and Director Nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders. Our bylaws also specify certain requirements as to the form and content of a stockholders notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.
Amendment of Bylaws. The amendment, alteration, repeal or
rescission of our bylaws by our stockholders requires approval by holders of at least 66 2⁄3% of the
voting power of our then-outstanding voting stock, voting as a single class.
Amendment of Certificate of Incorporation. The
amendment, repeal or rescission of the Certificate of Incorporation requires approval by holders of at least 66 2⁄3% of the voting power of our
then-outstanding voting stock, voting as a single class.
Choice of Forum. The Certificate of Incorporation provides that
the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to
the DGCL, the Certificate of Incorporation, our bylaws or any action asserting a claim against us governed by the internal affairs doctrine.
Registration Rights Agreements
On the
effective date of the Plan, we entered into registration rights agreements with each of the holders of our Class A Common Stock, our Class B Common Stock and our previously outstanding Class C Common Stock and Convertible Preferred Stock.
We refer to these agreements collectively as the Registration Rights Agreements.
11
On October 12, 2012, we entered into a Subscription Agreement, or the Subscription
Agreement, with WLH Recovery Acquisition LLC, a Delaware limited liability company and investment vehicle managed by affiliates of Paulson & Co. Inc., or Paulson, pursuant to which we issued to WLH Recovery Acquisition LLC
(i) 15,238,095 shares of our Class A Common Stock and (ii) 12,173,913 shares of our previously outstanding Convertible Preferred Stock. (The share numbers in the preceding sentence do not give effect to the Common Stock
Recapitalization described in the following paragraph.) We refer to the entry into the Subscription Agreement and the related issuances of Class A Common Stock and Convertible Preferred Stock as the Paulson Transaction. In
connection with the Paulson Transaction, the agreements with the holders of the Class A Common Stock and the holders of the Convertible Preferred Stock and Class C Common Stock were amended to include in such agreements the shares issued to
Paulson so that Paulson may become a party to such agreements with equal rights, benefits and obligations as the other stockholders who are parties thereto.
In May 2013, in connection with our initial public offering, we effected a 1-for-8.25 reverse stock split with respect to each of our
Class A Common Stock and Class B Common Stock, and all of our previously outstanding shares of Class C Common Stock and Convertible Preferred Stock were converted into shares of Class A Common Stock on a one-for-one basis and as
automatically adjusted for the reverse stock split. We collectively refer to this reverse stock split and conversion as the Common Stock Recapitalization. The Registration Rights Agreements continue to apply to shares of Class A
Common Stock issued upon conversion of the shares of Class C Common Stock and Convertible Preferred Stock, and issuable upon conversion of the outstanding shares of Class B Common Stock, as applicable, so long as such shares of Class A Common
Stock continue to qualify as registrable securities as defined in such agreements. Pursuant to the Registration Rights Agreements, and in fulfillment of the ongoing contractual obligations described above, we filed a registration
statement on Form S-3 (File No. 333-194517), which was declared effective on March 20, 2014.
The Registration Rights
Agreements do not provide for any cash penalties, liquidated damages or other specific penalties resulting from delays in registering the securities covered by each of the agreements. The holders of the securities covered by the Registration Rights
Agreements have the right to pursue an injunction in order to prevent a breach and to enforce their rights under the Registration Rights Agreements. We may be required to pay reasonable legal fees and expenses incurred in connection with such
enforcement proceedings.
Class B Warrant
Pursuant to the Class B Warrant, Lyon LLC may purchase up to 1,907,550 shares of our Class B Common Stock at $17.08 per share (after giving
effect to the Common Stock Recapitalization). The original term of the Class B Warrant was five years, and it would expire on February 24, 2017. In connection with the adoption of the Certificate of Incorporation, the Class B Warrant was amended to
extend the term to 10 years, and the Class B Warrant will now expire on February 24, 2022. Lyon LLC is managed by William H. Lyon, and all interests in Lyon LLC are held for the benefit of William H. Lyon.
Limitation of Liability and Indemnification Matters
We have entered into indemnification agreements with each of our executive officers and directors pursuant to which we have agreed to indemnify
such executive officers and directors against liability incurred by them by reason of their services as an executive officer or director to the fullest extent allowable under applicable law. We also provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them while acting in their capacities as our directors or officers.
To the extent that indemnification for liabilities arising under the Securities Act may be permitted to our executive officers and directors
pursuant to the foregoing, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
National Market Listing
Our Class A
Common Stock is listed on the NYSE under the symbol WLH.
12
DESCRIPTION OF DEBT SECURITIES
This prospectus covers the offer and sale of debt securities of William Lyon Homes, a Delaware corporation, and William Lyon Homes, Inc., a
California corporation. As used in this section, the term applicable issuer refers to William Lyon Homes in the case of debt securities of William Lyon Homes, or William Lyon Homes, Inc., in the case of debt securities of William Lyon
Homes, Inc., in each case excluding any of the issuers respective subsidiaries, unless expressly stated or the context requires otherwise.
The following description, together with the additional information included in any applicable prospectus supplement, summarizes certain
general terms and provisions of the debt securities that may be offered under this prospectus. When a particular series of debt securities is offered and sold, a description of the specific terms of the series will be included in a supplement to
this prospectus. The supplement will also indicate to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.
The debt securities that may be offered pursuant to this prospectus may be senior, senior subordinated or subordinated obligations and, unless
otherwise specified in a supplement to this prospectus, the debt securities will be the direct, unsecured obligations of the applicable issuer and may be issued in one or more series.
The debt securities will be issued under an indenture between the applicable issuer and U.S. Bank National Association, as trustee. Select
portions of the indentures to be entered into are summarized below. The summary is not complete. The form of the indentures has been filed as an exhibit to the registration statement of which this prospectus forms a part and you should read the
indenture for provisions that may be important to you. In the summary below, we have included references to the section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined
herein have the meanings specified in the indenture.
General
The terms of each series of debt securities will be established by or pursuant to a resolution of the applicable issuers board of
directors and set forth or determined in the manner provided in a resolution of such board of directors, in an officers certificate or by a supplemental indenture. (Section 2.2) The particular terms of each series of debt securities will be
described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).
The applicable issuer can
issue an unlimited amount of debt securities under the applicable indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. (Section 2.1) The prospectus supplement (including any pricing
supplement or term sheet) relating to any series of debt securities being offered will set forth the aggregate principal amount and the other terms of the debt securities, including, if applicable:
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the title and ranking of the debt securities (including the terms of any subordination provisions); |
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the price or prices (expressed as a percentage of the principal amount) at which the debt securities will be sold; |
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any limit on the aggregate principal amount of the debt securities; |
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the date or dates on which the principal of the securities of the series is payable; |
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt
securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; |
13
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer
or exchange, and where notices and demands to the applicable issuer in respect of the debt securities may be delivered; |
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the period or periods within which, the price or prices at which and the terms and conditions upon which the applicable issuer may redeem the debt securities; |
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any obligation the applicable issuer will have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods
within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
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the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities; |
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
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the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any,
responsible for overseeing such composite currency; |
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the designation of the currency, currencies or currency units in which payment of principal of, premium, and interest on the debt securities will be made; |
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if payments of principal of, or premium, if any, or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the
manner in which the exchange rate with respect to these payments will be determined; |
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the manner in which the amounts of payment of principal, premium, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or
by reference to a commodity, commodity index, stock exchange index or financial index; |
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any provisions relating to any security provided for the debt securities; |
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any addition to, deletion of or change in the Events of Default described in this prospectus or set forth in the applicable indenture with respect to the debt securities and any change in the acceleration provisions
described in this prospectus or in the applicable indenture with respect to the debt securities; |
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any addition to, deletion of or change in the covenants described in this prospectus or set forth in the applicable indenture with respect to the debt securities; |
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
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the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange
will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; |
14
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any other terms of the debt securities, which may supplement, modify or delete any provision of the applicable indenture as it applies to that series, including any terms that may be required under applicable law or
regulations or advisable in connection with the marketing of the securities; and |
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whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2) |
The applicable issuer may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon
declaration of acceleration of their maturity pursuant to the terms of the applicable indenture. Information on the federal income tax considerations and other special considerations applicable to any of these debt securities will be provided in the
applicable prospectus supplement.
If the purchase price of any of the debt securities is denominated in a foreign currency or currencies
or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, then information on the restrictions,
elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units will be provided in the applicable prospectus
supplement.
Transfer and Exchange
Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, or the
Depositary, or a nominee of the Depositary (which is referred to as a book-entry debt security), or a certificate issued in definitive registered form (which is referred to as a certificated debt security) as set forth in the
applicable prospectus supplement. Except as set forth under the heading Global Debt Securities and Book-Entry System below, book-entry debt securities will not be issuable in certificated form.
Certificated Debt Securities. You may transfer or exchange certificated debt securities at any office the applicable issuer maintains
for this purpose in accordance with the terms of the applicable indenture. (Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities, but payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange may be required. (Section 2.7)
You may effect the transfer of
certificated debt securities and the right to receive the principal of, or any premium or interest on, certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by the
applicable issuer or the trustee of the certificate to the new holder or the issuance by the applicable issuer or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with,
or on behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Please see the section entitled Global Securities in this prospectus for more information.
Covenants
Any restrictive covenants
applicable to any issue of debt securities will be set forth in the applicable prospectus supplement. (Article IV)
No Protection in the Event of a
Change of Control
Unless stated otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions
that may afford holders of the debt securities protection in the event the applicable issuer has a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) that could
adversely affect holders of debt securities.
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Consolidation, Merger and Sale of Assets
The applicable issuer may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties
and assets to any person (a successor person) unless:
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the applicable issuer is the surviving person or the successor person (if other than the applicable issuer) is a person that is organized and validly existing under the laws of any U.S. domestic jurisdiction and
expressly assumes the applicable issuers obligations on the debt securities and under the applicable indenture; and |
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immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. |
Notwithstanding the above, any subsidiaries of the applicable issuer may consolidate with, merge into or transfer all or part of its
properties to the applicable issuer. (Section 5.1)
Events of Default
Event of Default means with respect to any series of debt securities, any of the following:
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited
by the applicable issuer with the trustee or with a paying agent prior to the expiration of the 30-day period); |
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default in the payment of principal of any security of that series when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise; |
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default in the performance or breach of any other covenant or warranty by the applicable issuer in the applicable indenture (other than a covenant or warranty that has been included in the indenture solely for the
benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after the applicable issuer receives written notice from the trustee or the applicable issuer and the trustee receive written
notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the applicable indenture; |
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the applicable issuer; and |
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1) |
No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or
reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain Events of Default or an acceleration under the applicable indenture may constitute an event of
default under certain other indebtedness of the applicable issuer or its subsidiaries outstanding from time to time.
The applicable
issuer will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the status of such Default or
Event of Default and what action we are taking or propose to take in respect thereof. (Section 6.1)
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If an Event of Default with respect to debt securities of any series at the time outstanding
occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to the applicable issuer (and to the trustee if given by the holders),
declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if
any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all
outstanding debt securities or the applicable series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of
acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities
of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the
applicable indenture. (Section 6.2) You are referred to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of
such discount securities upon the occurrence of an Event of Default.
The applicable indenture will provide that the trustee may refuse to
perform any duty or exercise any of its rights or powers under the applicable indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or
exercising such right or power. (Section 7.1(e)) Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 6.12)
No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the
applicable indenture or for the appointment of a receiver or trustee, or for any remedy under the applicable indenture, unless:
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and |
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to
institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to
institute the proceeding within 60 days. (Section 6.7) |
Notwithstanding any other provision in the applicable indenture, the
holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the
enforcement of payment. (Section 6.8)
The applicable indenture will require the applicable issuer, within 120 days after the end of its
fiscal year, to furnish to the trustee a statement as to compliance with the applicable indenture. (Section 4.3) If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a
responsible officer of the trustee, then the trustee must mail to each holder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has
knowledge of such Default or Event of Default. The applicable indenture will provide that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of
that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities. (Section 7.5)
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Modification and Waiver
The applicable issuer, the applicable guarantors, if any, the trustee may modify, amend or supplement the applicable indenture or the debt
securities of any series without the consent of any holder of any debt security:
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to cure any ambiguity, defect or inconsistency; |
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to comply with covenants in the indenture described above under the heading Consolidation, Merger and Sale of Assets; |
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to provide for uncertificated securities in addition to or in place of certificated securities; |
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to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
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to release any applicable guarantor from any of its obligations under its applicable guarantee of the applicable indenture (to the extent permitted by the applicable indenture); |
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to surrender any of our rights or powers under the indenture; |
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to add covenants or events of default for the benefit of the holders of debt securities of any series; |
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to comply with the applicable procedures of the applicable depositary; |
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to make any change that does not adversely affect the rights of any holder of debt securities; |
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to conform the text of the applicable indenture, the applicable guarantees or the applicable securities to any provision of the Description of Notes section of an applicable prospectus supplement;
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than
one trustee; |
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to allow any applicable guarantor to execute a supplemental indenture or guarantee with respect to the applicable securities; or |
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to comply with requirements of the SEC or changes to applicable law. (Section 9.1) |
The
applicable issuer may also modify and amend the applicable indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not
make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
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reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to
any series of debt securities; |
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reduce the principal amount of discount securities payable upon acceleration of maturity; |
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waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate
principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
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make any change to certain provisions of the applicable indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt
securities and to institute suit for the enforcement of any such payment and to waivers or amendments; |
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release any applicable guarantor from any of its obligations under its applicable guarantee or the applicable indenture, except as permitted by the applicable indenture; or |
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waive a redemption payment with respect to any debt security. (Section 9.3) |
Except for
certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive compliance by the applicable issuer or any
guarantor of debt securities of that series with provisions of the applicable indenture or guarantee. (Section 9.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all
the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series;
provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
(Section 6.13)
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. The applicable indenture will provide that, unless otherwise provided by the terms of the applicable series of debt
securities, the applicable issuer and the guarantors, if any, may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). The applicable issuer will be so discharged upon the
deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued
such currency, that, through the payment of interest and principal in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the opinion of a nationally recognized firm of independent public
accountants or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in
accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among other things, the
applicable issuer has delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the applicable indenture,
there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain
or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been
the case if the deposit, defeasance and discharge had not occurred. (Section 8.3)
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Defeasance of Certain Covenants. The applicable indenture will provide that, unless
otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
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the applicable issuer and any guarantor, if applicable, may omit to comply with the covenant described under the heading Consolidation, Merger and Sale of Assets and certain other covenants set forth in the
applicable indenture, as well as any additional covenants that may be set forth in the applicable prospectus supplement; and |
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (covenant defeasance). |
The conditions include:
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the applicable issuer or, if applicable, any guarantor(s), must deposit, or cause to be irrevocably deposited, depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments
in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
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the applicable issuer or guarantor(s) must deliver to the trustee an opinion of counsel to the effect that the applicable issuer or guarantor has received from, or there has been published by, the United States Internal
Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the
holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on
the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4) |
No Personal Liability of Directors, Officers, Employees or Stockholders
None of the past, present or future directors, officers, employees or stockholders, as such, of any applicable issuer will have any liability
for any of our obligations under the debt securities or the applicable indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder waives and releases all such
liability. This waiver and release is part of the consideration for the issue of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that
such a waiver is against public policy.
Governing Law
The indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will
be governed by the laws of the State of New York. (Section 10.10)
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DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer depositary shares rather than full shares of preferred stock. Each depositary share will represent
ownership of and entitlement to all rights and preferences of a fraction of a share of preferred stock of a specified series (including dividend, voting, redemption and liquidation rights). The applicable fraction will be specified in a prospectus
supplement. The shares of preferred stock represented by the depositary shares will be deposited with a depositary named in the applicable prospectus supplement, under a deposit agreement among us, the depositary and the holders of the certificates
evidencing depositary shares, or depositary receipts. Depositary receipts will be delivered to those persons purchasing depositary shares in the offering. The depositary will be the transfer agent, registrar and dividend disbursing agent for the
depositary shares. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.
The summary of the terms of the depositary shares contained in this prospectus and in any applicable prospectus supplement does not purport to
be complete and is subject to, and qualified in its entirety by, the provisions of the deposit agreement and our certificate of incorporation and the certificate of designation that are, or will be, filed with the SEC for the applicable series of
preferred stock.
Dividends
The
depositary will distribute all cash dividends or other cash distributions received in respect of the series of preferred stock represented by the depositary shares to the record holders of depositary receipts in proportion to the number of
depositary shares owned by such holders on the relevant record date, which will be the same date as the record date fixed by us for the applicable series of preferred stock. The depositary, however, will distribute only such amount as can be
distributed without attributing to any depositary share a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary
receipts then outstanding.
In the event of a distribution other than in cash, the depositary will distribute property received by it to
the record holders of depositary receipts entitled thereto, in proportion, as nearly as may be practicable, to the number of depositary shares owned by such holders on the relevant record date, unless the depositary determines (after consultation
with us) that it is not feasible to make such distribution, in which case the depositary may (with our approval) adopt any other method for such distribution as it deems equitable and appropriate, including the sale of such property (at such place
or places and upon such terms as it may deem equitable and appropriate) and distribution of the net proceeds from such sale to such holders.
Liquidation Preference
In the event of
the liquidation, dissolution or winding up of the affairs of William Lyon Homes, whether voluntary or involuntary, the holders of each depositary share will be entitled to the fraction of the liquidation preference accorded each share of the
applicable series of preferred stock as set forth in the applicable prospectus supplement.
Redemption
If the series of preferred stock represented by the applicable series of depositary shares is redeemable, such depositary shares will be
redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem as of
the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. The depositary will mail the notice of redemption promptly upon receipt of such notice from us and not less than 30 nor more than 60
days prior to the date fixed for redemption of the preferred stock and the depositary shares to the record holders of the depositary receipts.
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Voting
Promptly upon receipt of notice of any meeting at which the holders of the series of preferred stock represented by the applicable series of
depositary shares are entitled to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the depositary receipts as of the record date for such meeting. Each such record holder of depositary
receipts will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by such record holders depositary shares. The depositary will endeavor, insofar as
practicable, to vote such preferred stock represented by such depositary shares in accordance with such instructions, and we will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so.
The depositary will abstain from voting any of the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.
Withdrawal of Preferred Stock
Upon
surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, and subject to the terms of the deposit agreement, the owner of the depositary shares evidenced thereby is entitled to
delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by such depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder
evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt
evidencing such excess number of depositary shares. Holders of preferred stock thus withdrawn will not thereafter be entitled to deposit such shares under the deposit agreement or to receive depositary receipts evidencing depositary shares therefor.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time and from time to
time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders (other than any change in fees) of depositary shares will not be effective unless such amendment has
been approved by owners of at least a majority of the depositary shares then outstanding. No such amendment may impair the right, subject to the terms of the deposit agreement, of any owner of any depositary shares to surrender the depositary
receipt evidencing such depositary shares with instructions to the depositary to deliver to the holder of the preferred stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of
applicable law.
The deposit agreement will be permitted to be terminated by us upon not less than 30 days prior written notice to the
applicable depositary if holders of a majority of each series of preferred stock affected by such termination consents to such termination, whereupon such depositary will be required to deliver or make available to each holder of depositary
receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts together with any other property
held by such depositary with respect to such depositary receipts. In addition, the deposit agreement will automatically terminate if (a) all outstanding depositary shares thereunder shall have been redeemed, (b) there shall have been a
final distribution in respect of the related preferred stock in connection with any liquidation, dissolution or winding-up of William Lyon Homes and such distribution shall have been distributed to the holders of depositary receipts evidencing the
depositary shares representing such preferred stock or (c) each share of the related preferred stock shall have been converted into stock of William Lyon Homes not so represented by depositary shares.
Charges of Depositary
We will pay all
transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred stock and initial issuance of the
depositary shares, and redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other
charges as are provided in the deposit agreement to be for their accounts. In certain circumstances, the depositary may refuse to transfer depositary shares, may
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withhold dividends and distributions and sell the depositary shares evidenced by such depositary receipt if such charges are not paid. The applicable prospectus supplement will include
information with respect to fees and charges, if any, in connection with the deposit or substitution of the underlying securities, the receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the underlying security,
and the transferring, splitting or grouping of receipts. The applicable prospectus supplement will also include information with respect to the right to collect the fees and charges, if any, against dividends received and deposited securities.
Miscellaneous
The depositary will
forward to the holders of depositary receipts all notices, reports and proxy soliciting material from us which are delivered to the depositary and which we are required to furnish to the holders of the preferred stock. In addition, the depositary
will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any notices, reports and proxy soliciting material received from us
which are received by the depositary as the holder of preferred stock. The applicable prospectus supplement will include information about the rights, if any, of holders of receipts to inspect the transfer books of the depositary and the list of
holders of receipts.
Neither the depositary nor William Lyon Homes assumes any obligation or will be subject to any liability under the
deposit agreement to holders of depositary receipts other than for its negligence or willful misconduct. Neither the depositary nor William Lyon Homes will be liable if it is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit agreement. The obligations of William Lyon Homes and the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder, and they will not be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. William Lyon Homes and the depositary may rely on written advice of counsel or accountants, on information
provided by holders of the depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.
In the event the depositary shall receive conflicting claims, requests or instructions from any holders of depositary receipts, on the one
hand, and us, on the other hand, the depositary shall be entitled to act on such claims, requests or instructions received from us.
Resignation and
Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any
time remove the depositary, any such resignation or removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment. Such successor depositary must be appointed within 60 days after delivery of the notice
for resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $150,000,000.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants
independently or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors
or a warrant agent. The summary of material provisions of the warrants and warrant agreements in this prospectus and in any applicable prospectus supplement are subject to, and qualified in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus
supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;
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the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred
stock; |
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; |
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the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable; |
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the terms of any rights to redeem or call the warrants; |
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the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
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United States federal income tax consequences applicable to the warrants; and |
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants. |
Holders of equity warrants will not be entitled:
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to vote, consent or receive dividends; |
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receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or |
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exercise any rights as stockholders of William Lyon Homes. |
Each warrant will entitle its
holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise
specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.
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A holder of warrant certificates may exchange them for new warrant certificates of different
denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are
exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to
enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including
any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.
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DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
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debt or equity securities issued by us, a basket of such securities, an index or indices or such securities or any combination of the above as specified in the applicable prospectus supplement; |
Each purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering
the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any
acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
The purchase
contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis.
The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations
thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under the applicable
indenture.
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DESCRIPTION OF UNITS
We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may
evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and
address of the unit agent in the applicable prospectus supplement relating to a particular series of units.
The following description,
together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and
provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered
under this prospectus.
If we offer any units, certain terms of that series of units will be described in the applicable prospectus
supplement, including, without limitation, the following, as applicable:
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the title of the series of units; |
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identification and description of the separate constituent securities comprising the units; |
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the price or prices at which the units will be issued; |
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
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a discussion of certain United States federal income tax considerations applicable to the units; and |
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any other terms of the units and their constituent securities. |
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DESCRIPTION OF GUARANTEES
To the extent provided in the applicable supplement to this prospectus, the debt securities offered and sold pursuant to this prospectus may
be guaranteed by one or more guarantors. Each guarantee will be issued under a supplement to the applicable indenture. The prospectus supplement relating to a particular issue of guarantees will describe the terms of those guarantees, including the
following, to the extent applicable:
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the series of debt securities to which the guarantees apply; |
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whether the guarantees are secured or unsecured; |
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whether the guarantees are senior, senior subordinated or subordinated; |
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the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and |
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any additional terms of the guarantees. |
28
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we
indicate differently in a prospectus supplement, the securities initially will be issued in book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities will be
deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing
securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor
depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York Banking Law; |
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a banking organization within the meaning of the New York Banking Law; |
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a member of the Federal Reserve System; |
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a clearing corporation within the meaning of the New York Uniform Commercial Code; and |
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a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. |
DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct
participants in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC
and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by or through direct
participants, which will receive a credit for the securities on DTCs records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well
as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of
DTCs partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee
will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTCs records reflect only the identity of the direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the
depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices and demands in respect of the securities and the indenture
may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.
29
Conveyance of notices and other communications by DTC to direct participants, by direct
participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTCs practice is
to determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.
Neither DTC
nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered
owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below, we will have the option of making payments by check mailed to the
addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons
entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.
Redemption proceeds,
distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTCs practice is to credit direct participants accounts upon
DTCs receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions
and customary practices, as is the case with securities held for the account of customers in bearer form or registered in street name. Those payments will be the responsibility of participants and not of DTC or us, subject to any
statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our
responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their
names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those
laws may impair the ability to transfer or pledge beneficial interests in securities.
DTC may discontinue providing its services as
securities depositary with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their
ownership interests in those securities. However, if:
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the
Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTCs ceasing to be so registered, as the case may be;
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
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an Event of Default has occurred and is continuing with respect to such series of securities, |
we will prepare
and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be
exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to
ownership of beneficial interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTCs book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this information.
31
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
Each time that we sell securities covered by this prospectus, we will
provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if
applicable.
Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated
to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as
principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with
the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the
purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best
efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify
underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Any Class A Common Stock will be listed on the New York Stock Exchange, but any other securities may or may not be listed on a national
securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or
short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with
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stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open
market. These transactions may be discontinued at any time.
If indicated in the applicable prospectus supplement, underwriters or other
persons acting as agents may be authorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts
providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and
charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with
those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others
to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will
be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third
party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any given offering will be
described in the applicable prospectus supplement.
In compliance with the guidelines of the Financial Industry Regulatory Authority,
Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
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LEGAL MATTERS
Latham & Watkins LLP, Costa Mesa, California, will pass upon certain legal matters relating to the issuance and sale of the securities
offered hereby on behalf of William Lyon Homes and William Lyon Homes, Inc. Certain other matters will be passed on for us by Bryan Cave LLP, Phoenix, Arizona, Greenberg Traurig LLP, Las Vegas, Nevada, and Davis Wright Tremaine LLP, Seattle,
Washington and Portland, Oregon. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of William Lyon Homes as of December 31, 2013 and 2012 and for the year ended December 31,
2013, the period from January 1, 2012 through February 24, 2012, and the period from February 25, 2012 through December 31, 2012, incorporated by reference to the Annual Report on Form 10-K for the year ended December 31,
2013 have been so incorporated herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. The report contains an explanatory paragraph
that states that William Lyon Homes entered into a plan of reorganization and emerged from bankruptcy on February 24, 2012, as discussed in notes 2 and 3 to the consolidated financial statements. As a result of the reorganization, William Lyon
Homes applied fresh start accounting and the consolidated financial information for periods after the reorganization date is presented on a different cost basis than that for the periods before the reorganization and, therefore, is not comparable.
Our audited consolidated financial statements for the year ended December 31, 2011 incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 2013, have been so incorporated herein in reliance upon the report of Windes, Inc., an independent registered public accounting firm, upon the authority of said firm as experts in accounting and
auditing in giving said report.
The combined financial statements of the Residential Homebuilding Operations of PNW Home Builders, L.L.C.
and Affiliates as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP,
independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
INDEPENDENT AUDITORS
With respect to the unaudited interim financial information of the Residential Homebuilding Operations of
PNW Home Builders, L.L.C. and Affiliates for the periods ended June 30, 2014 and 2013, incorporated by reference herein, the independent auditors have reported that they applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report included in Exhibit 99.2 in the Companys Current Report on Form 8-K/A filed with the SEC on September 16, 2014 and incorporated by reference herein, states that they did not audit and
they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. The accountants are
not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the Securities Act) for their reports on the unaudited interim financial information because those reports are not a report or a
part of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. |
Other Expenses of Issuance and Distribution |
The following is an
estimate of the expenses (all of which are to be paid by us) that we may incur in connection with the securities being registered hereby.
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SEC registration fee |
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$ |
77,280 |
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Printing expenses |
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Legal fees and expenses |
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(1) |
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Accounting fees and expenses |
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(1) |
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Miscellaneous |
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(1) |
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Total |
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$ |
(1) |
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(1) |
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. |
Indemnification of Directors and Officers |
Delaware
Corporation Registrants
Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the
DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the persons conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
the person acted in any of the capacities set forth above, against expenses (including attorneys fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person will be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 will not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and the indemnification provided by, or granted pursuant to, Section 145 will, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of the heirs, executors and administrators of
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such a person. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
Section 102(b)(7) of the DGCL provides that a corporations certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision will not eliminate or limit the liability of a director (i) for
any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
The Third Amended and Restated
Certificate of Incorporation of William Lyon Homes provides that, to the fullest extent permitted by the DGCL, a director of the company will not be liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a
director. Further, the liability of a director of the company to the company or its stockholders for monetary damages will be eliminated to the fullest extent permissible under applicable law in the event it is determined that Delaware law does not
apply. The company is authorized to provide for indemnification of directors, officers, employees and agents for breach of duty to the corporation and its stockholders in excess of the indemnification otherwise permitted by applicable law.
The Amended and Restated Bylaws of William Lyon Homes provide for indemnification of the officers and directors to the full extent permitted
by the DGCL. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation will be eliminated or limited to the fullest extent permitted
by the DGCL. These indemnification provisions may be sufficiently broad to permit indemnification of the companys officers and directors for liabilities (including reimbursement of expenses incurred arising under the Securities Act of 1933, as
amended, or the Securities Act).
The Amended and Restated Bylaws of William Lyon Homes further provide that each person who was or is
made a party to or is threatened to be made a party to or is involuntarily involved in any proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving (during such persons tenure
as director and/or officer) at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is an alleged action
or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, will be indemnified and held harmless by the corporation to the fullest extent authorized by the DGCL (or other applicable
law) against all expense, liability and loss reasonably incurred or suffered by such person in connection with such proceeding (for William Lyon Homes, such indemnification rights will continue as to a person who has ceased to be a director or
officer and will inure to the benefit of his or her heirs, executors and administrators). Such director or officer has the right to be paid these expenses in advance of a final disposition; provided, however, that, if the DGCL (or other applicable
law) requires, the advance payment will be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be
indemnified.
California Corporation Registrants
Subsection (b) of Section 317 of the California Corporations Code, or the California Code, empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the
corporation, as defined in that section, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably
believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.
Subsection (c) of Section 317 of the California Code further empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action by
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or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably
incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.
Section 317 of the California Code provides that indemnification is precluded under certain circumstances, including, (i) in respect
of a claim, issue or matter as to which the person has been adjudged to be liable to the corporation in the performance of that persons duty to the corporation and its shareholders, unless and only to the extent that the court in which the
proceeding is or was pending determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court determines (ii) of
amounts paid in settling or otherwise disposing of a pending action without court approval, and (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. To the extent that an
agent of a corporation has been successful on the merits in defense of any proceeding referred to in Subsections (b) or (c) of Section 317 or in defense of any claim, issue or matter therein, such agent will be indemnified against
expenses actually and reasonably incurred in connection therewith. Otherwise, Section 317 requires that indemnification must be authorized in each specific instance by either a majority vote of a quorum consisting of directors who are not
parties to such proceeding, by independent legal counsel in a written opinion if such a quorum of directors is not obtainable, by approval of the shareholders, with shares owned by the person to be indemnified not being entitled to vote, or by the
court in which the proceeding is or was pending upon application by the corporation or an agent or attorney or other person rendering services in connection with the defense. Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it is ultimately determined that such person is not entitled to be indemnified under Section 317.
Section 317 of the California Code further provides that the indemnification provided for under Section 317 shall not be deemed
exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent such additional rights are properly authorized.
The indemnification provided for under Section 317 for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its
shareholders will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to
indemnification are authorized in the articles of the corporation. The rights to such indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of such persons heirs,
executors and administrators. Section 317 also empowers the corporation to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out
of the agents status as such whether or not the corporation would have the power to indemnify the agent against that liability under Section 317.
Articles of Incorporation
The Articles of Incorporation of California Equity Funding, Inc., Duxford Financial, Inc., Presley CMR, Inc., HSP Inc., Presley Homes and
Sycamore CC, Inc. provide that the corporation is authorized to indemnify the directors and officers to the fullest extent permissible under California law. The Articles of Incorporation also provide that the liability of the directors for monetary
damage will be eliminated to the fullest extent permissible under California law.
California Equity Funding Inc., Presley Homes, and
Sycamore CC, Inc. also provide in their Articles of Incorporation that if California law is ever amended to authorize the further elimination or limitation of the personal liability of directors, then the liability of directors will be so eliminated
or limited.
The Articles of Incorporation of PH-LP Ventures, PH Ventures-San Jose and PH Rielly Ventures provide that the liability of
the directors for monetary damage will be eliminated to the fullest extent permissible under California law. Additionally, the corporation is authorized to provide indemnification of agents through bylaw provisions, agreements with agents, votes of
shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Code, subject to certain statutory limitations. The Articles of Incorporation of PH Reilly Ventures
limit the authorization in the previous sentence to breaches of duty to the corporation and its shareholders.
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The Articles of Incorporation of William Lyon Homes, Inc. are silent regarding indemnification of
directors and officers.
Bylaws
The bylaws of William Lyon Homes, Inc., California Equity Funding, Inc., Duxford Financial, Inc., Presley CMR, Inc., HSP Inc., Presley Homes
and Sycamore CC, Inc. provide that each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (for
purposes of this paragraph, a Proceeding), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the corporation or is or was serving (during such
persons tenure as director or officer) at the request of the corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, whether the basis of a Proceeding is an alleged action in an official
capacity as a director or officer or in any other capacity while serving as a director or officer, will be indemnified and held harmless by the corporation to the fullest extent authorized by California General Corporation Law, as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all
expenses, liability and loss (including attorneys fees, judgments, fines, or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. The right to indemnification will be a
contract right and will include the right to be paid by the corporation the expenses incurred in defending a Proceeding in advance of its final disposition; provided, however, that, if California General Corporation Law requires, the payment of such
expenses in advance of the final disposition of a Proceeding will be made only upon receipt by the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under the bylaws or otherwise. No amendment to or repeal of the indemnity provisions will apply to or have any effect on any right to indemnification with respect to any acts or omissions
occurring prior to such amendment or repeal. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify the person against that
expense, liability or loss under the California General Corporation Law. The corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as
may become necessary to effect indemnification as provided therein, or elsewhere. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, including the right to be paid by the
corporation the expenses incurred in defending a Proceeding in advance of its final disposition, to any employee or agent of the corporation to the fullest extent of the provisions of the bylaws or otherwise with respect to the indemnification and
advancement of expenses of directors and officers of the corporation. The aforementioned indemnity and insurance rights are not exclusive of any other rights which any director, officer, employee or agent may have or acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation of the corporation.
The Bylaws of PH-LP Ventures and PH Ventures-San Jose provide that the liability of the directors of the corporation for monetary damages
will be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents for breach of duty to the corporation and shareholders through bylaw provisions or through agreements with
the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Code, subject to certain statutory limits.
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The Bylaws of PH Rielly Ventures generally permit indemnification to the extent allowed by
Section 317 California Code. The only significant differences between the bylaws and Section 317 California Code exist regarding the exclusivity of the indemnification and the ability of the corporation to purchase insurance. The bylaws
provide that the indemnification will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of Incorporation. The rights to indemnity will continue as to a person who
has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such person. With regard to insurance, the fact that a corporation owns all or a portion of the shares of the company
issuing a policy of insurance will not render the provisions related to insurance inapplicable if either of the following conditions are satisfied: (a) If authorized in the Articles of Incorporation, any policy is limited to the extent provided
by subdivision (d) of Corporations Code Section 204 or (b) The company issuing the insurance policy is organized, licensed and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction
of organization and provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased the policy; and the policy issued provides for some manner of risk sharing between
the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage
furnished will be obtained from some unaffiliated insurer or reinsurer.
Arizona Corporation Registrant
Section 10-850 et seq. of the Arizona Revised Statutes, or A.R.S., provides that a corporation may indemnify an individual made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (for the purposes of this section, a proceeding) because either
(1) the individual is or was a director against liability incurred in the proceeding and (a) the individuals conduct was in good faith, (b) the individual (i) in the case of conduct in an official capacity with the
corporation, reasonably believed that the conduct was in the corporations best interests, (ii) in all other cases, reasonably believed that the conduct was at least not opposed to the corporations best interests, and (c) in the
case of any criminal proceedings, had no reasonable cause to believe the conduct was unlawful; or (2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of
incorporation. Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. A corporation may not indemnify a director in connection with a
proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the
directors official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.
Unless limited by the articles of incorporation, a corporation must indemnify (mandatory indemnification) a director who was the
prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the
proceeding. Unless limited by the articles of incorporation or Section 10-851, Subsection D of the A.R.S., a corporation must indemnify a director who while serving as a director was not an officer, employee or holder of more than five per cent
of the outstanding shares of any class of stock of the corporation or of any affiliate of the corporation (outside director). Unless limited by the articles of incorporation, a corporation must pay an outside directors expenses in
advance of a final disposition of a proceeding, if the director furnishes the corporation with a written affirmation of the directors good faith belief that the director has met the standard of conduct described in the foregoing paragraph and
the director furnishes the corporation with a written undertaking executed personally, or on the directors behalf, to repay the advance if it is ultimately determined that the director did not meet the relevant standard of conduct.
Notwithstanding the foregoing, under the provisions that apply exclusively to outside directors a corporation may not provide the indemnification or the advancement of expenses provided for in this paragraph if a court of competent jurisdiction has
determined before payment that the outside director failed to meet the standards described in the foregoing paragraph and a court of competent jurisdiction does not otherwise authorize payment under Section 10-854 of the A.R.S.
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Section 10-856 of the A.R.S. provides that a corporation may indemnify and advance expenses
to an officer who is a party to a proceeding because the individual is or was an officer of the corporation (1) to the same extent as a director; and (2) if the individual is an officer but not a director (or if both an officer and
director, if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer), to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors,
or contract, except for (a) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; and (b) liability arising out of conduct that
constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders, or an intentional violation of criminal law.
Additionally, a corporation may, before final disposition of the proceeding, pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding; provided that the director furnishes the corporation with (i) a written affirmation of the directors good faith belief that the director has met the relevant standard of conduct or that the
proceeding involves conduct for which liability has been properly eliminated under a provision of the articles of incorporation; and (ii) a written undertaking, executed personally or on the directors behalf, to repay the advance if the
director is not entitled to mandatory indemnification and it is ultimately determined that the director did not meet the relevant standard of conduct.
A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who
is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individuals status as a director or officer, whether
or not the corporation would have power to indemnify or advance expenses to the individual against the same liability.
Unless a
corporations articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may also apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of
competent jurisdiction.
A corporations power to indemnify, advance expenses or maintain insurance on behalf of an employee or agent
is not limited by the foregoing laws.
The Articles of Incorporation of William Lyon Southwest, Inc. provide that the corporation will
indemnify, to the maximum extent permitted by applicable law, any person who incurs liability or expense by reason of such person acting as an officer, director, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The foregoing indemnification is mandatory when such indemnification is permitted by law. To the fullest extent
permitted by the A.R.S., a director will not be liable to the corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director.
The bylaws of William Lyon Southwest, Inc. provide that the corporation will indemnify any director or officer of the corporation who was or
is a party or is threatened to be made a party to any threatened, pending or completed proceedings (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an authorized representative of the
corporation (which means a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such proceeding to the maximum extent allowed under the Arizona Business Corporations Act, or the BCA, and not prohibited by the articles of incorporation. To the extent that an
authorized representative of the corporation who neither was nor is a director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, such person
will be indemnified by the corporation against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith. Such an authorized representative may, at the discretion of the corporation, be
indemnified by the corporation in any other circumstances to any extent if the corporation would be required by the bylaws to indemnify such person in such circumstances to such extent if such person were or had been a director or officer of the
corporation. The bylaws also provide for the payment of expenses in advance of the final disposition of such proceeding to the extent permitted under the BCA and not prohibited under the articles of incorporation. Each person who acts as an
authorized representative of the corporation will be deemed to be doing so in reliance
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upon such rights of indemnification as are provided in the articles of incorporation or in the bylaws. The indemnification provided in the articles of incorporation or by the bylaws are not
exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, statute or otherwise, both as to action in such persons official capacity and as to
action in another capacity while holding such office or position, and will continue as to a person who has ceased to be an authorized representative of the corporation and will inure to the benefit of the heirs and personal representative of such
person.
Arizona Limited Liability Company Registrant
Section 29-610 of the A.R.S. states that, unless otherwise provided in a companys articles of organization, an Arizona limited
liability company may indemnify a member, manager, employee, officer or agent or any other person.
The Operating Agreement of Circle G at
the Church Farm North Joint Venture, LLC provides that the company will indemnify, save harmless and pay all judgments and claims against the manager and each member relating to any liability or damage incurred that is attributable to any act
performed or omitted to be performed by such individual in connection with the business of the company, including attorneys fees incurred in connection with the defense of any action based on any such act or omission, which attorneys
fees will be paid as incurred. The company will have the right to assume the defense in any action or claim with respect to which it is indemnifying the manager or member. No manager or member will be personally liable or responsible for any claims
or obligations, whether to the company, the manager or a member, with respect to any claim or obligation for which the company has agreed to indemnity, save harmless or pay; provided however, that there will be no indemnification of the manager or a
member with respect to any liability, claim or obligation attributable to such managers or members fraud, bad faith, gross negligence or willful misconduct or for any expense, cost or liability for which such manager or member is
personally responsible or liable under the terms of the bylaws or any other instrument. The indemnification will apply only in the event, and to the extent, that the manager or a member is not entitled to indemnification, or other payment, from any
other source (including insurance). No manager or member will be personally liable for the failure of the company to make distributions as set forth in the bylaws and will not be liable, responsible, accountable in damages or otherwise to the
company or the members for any act or omission performed or omitted by such manager or member in connection with the company or its business. Notwithstanding the foregoing, the manager and members will in all instances be liable for acts or
omissions in breach of the bylaws or which constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty.
California General Partnership Registrant
Subsection (c) of Section 16401 of the California Code provides that a partnership will reimburse a partner for payments made and
indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
The general partnership agreement of WLH Enterprises provides that the partnership will indemnify, defend and hold harmless to the maximum
extent permitted by law each of the partners for all payments and personal liabilities incurred in the course of the partnerships business or for the preservation of its business or property so long as such payments or liabilities were
incurred (a) with a good faith belief by the partner that such action was authorized and (b) with the good faith belief that the actions taken would be in the best interests of the partnership. The partnership will pay currently the costs
of defense, subject to the indemnified partys confirming the obligation to reimburse the partnership in the event of a definitive determination that the indemnified party did not act with a good faith belief that the action was authorized and
a good faith belief that the actions taken would be in the best interests of the partnership or that the indemnification is precluded by applicable law.
California Limited Liability Company Registrants
Under Section 17701.05 of the California Code, except for a breach of duty, the articles of organization or written operating agreement of
a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses
of any kind incurred as a result of acting in that capacity. Under Section 17704.08(b) of the California Code, a limited liability company may purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the
limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the persons status as a manager, member, officer, employee, or agent of the limited liability company.
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The operating agreement of Lyon East Garrison Company I, LLC provides that except as required by
the applicable provisions of the California Code (Section 17701.011 et seq.), the initial member and any additional members admitted to the company pursuant to the provisions of the operating agreement will not be personally liable under
any judgment of a court, or in any other manner, for any debt, obligation or liability of the company. Except as otherwise provided in the operating agreement or by other individual contract, no officer or member will be liable to the company or to
any member or officer for any loss or damage sustained by the company or any member or officer in such persons capacity as such, unless the loss or damage is the result of fraud, deceit, reckless or intentional misconduct, gross negligence, or
a knowing violation of law by the officer or member. To the fullest extent permitted by applicable law, an officer or member is entitled to indemnification from the company for any loss, damage, expense (including attorneys fees), liability or
claim incurred by such officer or member by reason of any act or omission performed or omitted by such officer or member in good faith on behalf of the company and in a manner reasonably believed to be in the best interests of the company and within
the scope of authority conferred on such officer or member by the operating agreement, except that no such officer or member is entitled to indemnification for any loss, damage, liability or claim incurred by such officer or member by reason of
fraud, deceit, breach of fiduciary duty, reckless or intentional misconduct, gross negligence, or a knowing violation of law; provided, however, that any indemnity provided for by this paragraph be provided out of and to the extent of company assets
only, no debt will be incurred by the company or the members in order to provide a source of funds for any indemnity, and no member will have any personal liability (or any liability to make any additional capital contributions) on account thereof.
The indemnification will not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any agreement, vote of member(s) or otherwise.
Delaware Limited Liability Company Registrants
Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set
forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
The Limited Liability Company Agreement of each of Lyon Waterfront LLC and Polygon WLH LLC provide that neither the member, any officer of the
company nor any other authorized person or other representative of the company (for purposes of this paragraph, Indemnified Party) will be liable or accountable in damages or otherwise to the company for any error of judgment or any
mistake of fact or law or for anything that such Indemnified Party may do or refrain from doing, except in the case of fraud, willful misconduct or gross negligence in performing or failing to perform such Indemnified Partys duties. To the
maximum extent permitted by law, the company indemnifies, defends, protects and agrees to hold each Indemnified Party wholly harmless from and against any and all loss, expense or damage suffered by such Indemnified Party by reason of anything which
such Indemnified Party may do or refrain from doing for and on behalf of the company and in furtherance of its interest, except (i) for losses suffered as a result of such Indemnified Partys fraud, willful misconduct or gross negligence
in performing or in failing to perform such Indemnified Partys duties, and (ii) any such indemnity will be recoverable only from the assets of the company and the member will not have any personal liability therefor.
Nevada Limited Liability Company Registrants
Section 86.371 of the Nevada Revised Statutes, or the N.R.S., provides that unless otherwise provided in the articles of organization or
an agreement signed by the member or manager to be charged, no member or manager of any limited liability company is individually liable for the debts or liabilities of the company.
Section 86.411 of the N.R.S. provides that a limited liability company may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a
manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
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Section 86.421 of the N.R.S. provides that a limited liability company may indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager,
member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he
or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 86.431 of the N.R.S. provides that to the extent that a manager, member, employee or agent of a limited-liability company has
been successful in defense of any action, suit or proceeding described in the preceding two paragraphs, or in defense of any claim, issue or matter therein, the company must indemnify such person against expenses, including attorneys fees,
actually and reasonably incurred by such person in connection with the defense. Any indemnification under the preceding two paragraphs, unless ordered by a court or advanced pursuant to the procedures of the paragraph below, may be made only as
authorized in the specific case upon a valid determination that indemnification is proper in the circumstances.
Section 86.441 of
the N.R.S. states that the articles of organization, the operating agreement or a separate agreement may provide that the limited liability company must pay the expenses of members and managers incurred in defending a civil or criminal action, suit
or proceeding, as they are incurred and in advance of the final disposition of the action, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent
jurisdiction that the member or manager is not entitled to be indemnified.
Section 86.451 of the N.R.S. provides that the
indemnification or advancement of expenses discussed above (1) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement,
vote of members or disinterested managers, if any, or otherwise, for an action in the persons official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to
Section 86.421 of the N.R.S. or for the advancement of expenses made pursuant to Section 86.441 of the N.R.S., may not be made to or on behalf of any member or manager if a final adjudication establishes that the members or the
managers acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (2) continues for a person who has ceased to be a member, manager, employee or agent and
inures to the benefit of the heirs, executors and administrators of such a person.
Section 86.461 of the N.R.S. permits a limited
liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a
manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in his or
her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.
The operating agreements of Mountain Falls, LLC and Mountain Falls Golf Course, LLC provide that the company will indemnify each member,
including the managing member, if it acts as the projects general contractor, in the managing members capacity as general contractor, and the company will have the power to indemnify any person, who was or is a party, or who is
threatened to be made a party, to any proceeding by reason of the fact that such person was or is a member, managing member, officer, employee, or other agent of the company, or was or is serving at the request of the company as a director, officer,
employee, or other agent of another limited liability
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company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such person in
connection with such proceeding, if such person acted in good faith and in a manner that such person reasonably believed to be in the best interests of the company, and, in the case of a criminal proceeding, such person had no reasonable cause to
believe that the persons conduct was unlawful. To the extent that an agent of the company has been successful on the merits in defense of any proceeding, or in defense of any claim, issue, or matter in any such proceeding, the agent will be
indemnified against expenses actually and reasonably incurred in connection with the proceeding. In all other cases, indemnification will be provided by the company only if authorized in the specific case by a majority of members. Indemnification
expenses actually and reasonably incurred may be paid by the company in advance of the final disposition of a proceeding, as authorized by the managing member, upon receipt of an undertaking by such person to repay such amount unless it is
ultimately determined that such person is entitled to be indemnified by the company.
Washington Limited Liability Company
Registrants
Section 25.15.040 of the Washington Limited Liability Company Act (the WLLCA) provides that a limited
liability company agreement may contain provisions not inconsistent with law that: (a) eliminate or limit the personal liability of a member or manager to the limited liability company or its members for monetary damages for conduct as a member or
manager, provided that such provisions shall not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law by a member or manager, for conduct of the member or
manager, violating Section 25.15.235 of the WLLCA (which restricts distributions when a companys liabilities exceed its assets) or for any transaction from which the member or manager will personally receive a benefit in money, property or
services to which the member or manager is not legally entitled; or (b) indemnify any member or manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because he
or she is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of
law by the member or manager, conduct of the member or manager adjudged to be in violation of Section 25.15.235 of the WLLCA or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money,
property or services to which such member or manager was not legally entitled.
The Amended and Restated Limited Liability Company
Agreements of 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., Cascadian King Company, L.L.C., Cascara At Redmond Ridge, L.L.C., Cedar Falls Way LLC, 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., PNW Cascadian Company, 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., Polygon Northwest Company, L.L.C., Polygon
Paymaster, L.L.C., Ridgeview Townhomes, L.L.C., Riverfront MF, L.L.C., Riverfront SF, L.L.C., 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., Viewridge At Issaquah Highlands, L.L.C. and W.R. Townhomes F, L.L.C. provide for indemnification, to the full extent permitted by applicable law, by the company to the member, any affiliate of any member and any
officers, directors, employees, agents of the member and any affiliate of any member for any loss, claim, damage or expense arising from such persons act or omission performed or omitted in good faith on behalf of the company in a manner
reasonably believed to be within the scope of authority conferred on such person by the company, except (i) for losses suffered as a result of such persons willful misconduct or gross negligence in performing or in failing to perform such
persons duties, and (ii) any such indemnity will be recoverable only from the assets of the company and the member will not have any personal liability therefor.
Oregon Limited Liability Company Registrant
Section 63.160 of the Oregon Limited Liability Company Act provides that the articles of organization or operating agreement may provide for
indemnification of any person for any acts or omissions as a member, manager, employee or agent and may eliminate or limit liability of a member, manager, employee or agent for damages from such acts or omissions; provided, that indemnification is
not permitted for any breach of the duty of loyalty, acts or omissions not in good faith which involve intentional misconduct or knowing violation of the law, or any unlawful distribution or any transaction from which the member or manager derives
an improper personal benefit.
The Operating Agreement of Cascadian South L.L.C. provides for indemnification, to the full extent
permitted by applicable law, by the company to the member, any affiliate of any member and any officers, directors, employees, agents of the member and any affiliate of any member for any loss, claim, damage or expense arising from such
persons act or omission performed or omitted in good faith on behalf of the company in a manner reasonably believed to be within the scope of authority conferred on such person by the company, except (i) for losses suffered as a result of such
persons willful misconduct or gross negligence in performing or in failing to perform such persons duties, and (ii) any such indemnity will be recoverable only from the assets of the company and the member will not have any personal
liability therefor.
Other
To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons
controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the U.S. Securities and Exchange Commission (the SEC) such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense
of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.
In addition, the Company has entered into indemnification agreements with each of our executive officers and directors pursuant to which the
company has agreed to indemnify such executive officers and directors against liability incurred by them by reason of their services as an executive officer or director to the fullest extent allowable under applicable law. We also provide liability
insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as our directors or officers.
(a) Exhibits
A list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by
reference.
(a) Each of the undersigned registrants hereby
undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
II-10
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by each registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(5) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(A) Each prospectus filed by any registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of each registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of securities:
Each undersigned registrant undertakes that in a primary offering of securities of
such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
II-11
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of such undersigned registrant or used or referred to by such undersigned registrant;
(iii) The portion of any
other free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and
(iv) Any other communications that is an offer in the offering made by such undersigned registrant to the purchaser.
(b) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of such registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of
expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
WILLIAM LYON HOMES, |
a Delaware corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Executive Chairman, Director |
|
|
* |
|
|
Douglas K. Ammerman |
|
Director |
|
|
* |
|
|
Gary H. Hunt |
|
Director |
|
|
* |
|
|
Matthew R. Niemann |
|
Director |
|
|
* |
|
|
Nathaniel Redleaf |
|
Director |
|
|
* |
|
|
Lynn Carlson Schell |
|
Director |
II-13
|
|
|
Signature |
|
Title |
|
|
* |
|
|
Michael Barr |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
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|
|
WILLIAM LYON HOMES, INC., |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
CALIFORNIA EQUITY FUNDING, INC., |
a California corporation |
|
|
By: |
|
/s/ RICHARD S. ROBINSON |
|
|
Richard S. Robinson |
|
|
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
Richard S. Robinson |
|
President, Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer, Director
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
William H. Lyon |
|
Director |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
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PH-LP VENTURES, |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
DUXFORD FINANCIAL, INC., |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
SYCAMORE CC, INC., |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer Director
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
PRESLEY CMR, INC., |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
WILLIAM LYON SOUTHWEST, INC., |
an Arizona corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
PH-RIELLY VENTURES, |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
HSP INC., |
a California corporation |
|
|
By: |
|
/s/ RICHARD S. ROBINSON |
|
|
Richard S. Robinson |
|
|
President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
Richard S. Robinson |
|
President, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Treasurer, Director
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
William H. Lyon |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
PH VENTURES-SAN JOSE, |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
PRESLEY HOMES, |
a California corporation |
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
William H. Lyon |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer, Director
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director |
|
|
* |
|
|
Richard S. Robinson |
|
Director |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
WLH ENTERPRISES, |
a California general partnership |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
|
|
By: |
|
Presley CMR, Inc., |
|
|
a California corporation |
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer of General Partner, Member of Management Committee
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of General Partner
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
Richard S. Robinson |
|
Member of Management Committee |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
LYON EAST GARRISON COMPANY I, LLC, |
a California limited liability company |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of Sole Member
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director of Sole Member |
|
|
* |
|
|
Richard S. Robinson |
|
Director of Sole Member |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
LYON WATERFRONT LLC, |
a Delaware limited liability company |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of Sole Member
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director of Sole Member |
|
|
* |
|
|
Richard S. Robinson |
|
Director of Sole Member |
|
|
*/s/ COLIN T. SEVERN |
Colin T. Severn
Attorney-in-Fact |
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC, |
an Arizona limited liability company |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
Manager |
|
|
|
|
|
By: |
|
/s/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of Manager
(Principal Executive Officer) |
|
|
/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Manager
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director of Manager |
|
|
* |
|
|
Richard S. Robinson |
|
Director of Manager |
|
|
*/s/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
MOUNTAIN FALLS, LLC, |
a Nevada limited liability company |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/S/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of Sole Member
(Principal Executive Officer) |
|
|
/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
of Sole Member (Principal Financial
and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director of Sole Member |
|
|
* |
|
|
Richard S. Robinson |
|
Director of Sole Member |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
MOUNTAIN FALLS GOLF COURSE, LLC, |
a Nevada limited liability company |
|
|
By: |
|
WLH ENTERPRISES, a California
general partnership |
Its: |
|
Managing Member |
|
|
|
|
|
By: |
|
William Lyon Homes, Inc., a California
corporation |
|
|
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/S/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
|
|
|
|
|
By: |
|
Presley CMR, Inc. a California
corporation |
|
|
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/S/ WILLIAM H. LYON |
|
|
Name: |
|
William H. Lyon |
|
|
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of General Partner of
Managing Member (Principal
Executive Officer) |
|
|
/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer
of General Partner of Managing Member
(Principal Financial and Accounting Officer) |
II-31
|
|
|
Signature |
|
Title |
|
|
* |
|
|
General William Lyon |
|
Director of General Partner of Managing Member |
|
|
* |
|
|
Richard S. Robinson |
|
Director of General Partner of Managing Member |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON WLH LLC, |
a Delaware limited liability company |
|
|
By: |
|
William Lyon Homes, Inc., |
|
|
a California corporation |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ William H. Lyon |
|
|
|
|
William H. Lyon |
|
|
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
* |
|
|
William H. Lyon |
|
Chief Executive Officer and Director of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
|
|
* |
|
|
General William Lyon |
|
Director of Sole Member |
|
|
* |
|
|
Richard S. Robinson |
|
Director of Sole Member |
|
|
*/S/ COLIN T.
SEVERN |
|
|
Colin T. Severn |
|
|
Attorney-in-Fact |
|
|
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
460 CENTRAL, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BASELINE WOODS SFD I, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BASELINE WOODS SFD II, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BASELINE WOODS WEST, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BETHANY CREEK FALLS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BROWNSTONE AT ISSAQUAH HIGHLANDS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BRYANT HEIGHTS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
BULL MOUNTAIN RIDGE, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CALAIS AT VILLEBOIS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CASCADIAN KING COMPANY, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CASCADIAN SOUTH L.L.C., |
an Oregon limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CASCARA AT REDMOND RIDGE, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CEDAR FALLS WAY LLC, |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
CORNELIUS PASS TOWNHOMES, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
EDGEWATER TUALATIN, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
GRANDE POINTE AT VILLEBOIS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
HIGH POINT III, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
HIGHCROFT AT SAMMAMISH, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
ISSAQUAH HIGHLANDS INVESTMENT FUND, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
LES BOIS AT VILLEBOIS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
MILL CREEK TERRACE, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
MURRAY & WEIR SFD, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
ORENCO WOODS SFD, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
PEASLEY CANYON HOMES, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
PNW CASCADIAN COMPANY, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT BRENCHLEY ESTATES, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT SUNSET RIDGE, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT VILLEBOIS II, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT VILLEBOIS III, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT VILLEBOIS IV, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON AT VILLEBOIS V, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON NORTHWEST COMPANY, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
POLYGON PAYMASTER, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
RIDGEVIEW TOWNHOMES, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
RIVERFRONT MF, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
RIVERFRONT SF, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-69
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
SILVERLAKE CENTER, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
SPANAWAY 230, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-71
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
SPARROW CREEK, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
THE RESERVE AT MAPLE VALLEY, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
THE RESERVE AT NORTH CREEK, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-74
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
TWIN CREEKS AT COOPER MOUNTAIN, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member
(Principal Financial and Accounting Officer) |
II-75
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-76
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on the 6th day of November, 2014.
|
|
|
|
|
W.R. TOWNHOMES F, L.L.C., |
a Washington limited liability company |
|
|
By: |
|
Polygon WLH LLC, |
|
|
a Delaware limited liability company |
Its: |
|
Sole Member |
|
|
|
|
|
By: |
|
/s/ Matthew R. Zaist |
|
|
|
|
Matthew R. Zaist |
|
|
|
|
President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons on behalf of the registrant in the capacities indicated as of November 6, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Matthew R.
Zaist |
|
|
Matthew R. Zaist |
|
President and Chief Operating Officer of Sole Member |
|
|
(Principal Executive Officer) |
|
|
/s/ Colin T.
Severn |
|
|
Colin T. Severn |
|
Vice President and Chief Financial Officer of Sole Member |
|
|
(Principal Financial and Accounting Officer) |
II-77
EXHIBIT INDEX
|
|
|
Exhibit
Number |
|
Description |
|
|
1.1* |
|
Form of Underwriting Agreement. |
|
|
3.1 |
|
Third Amended and Restated Certificate of Incorporation of William Lyon Homes (incorporated by reference to William Lyon Homess Current Report on Form 8-K filed with the SEC on May 28, 2013). |
|
|
3.2 |
|
Amended and Restated Bylaws of William Lyon Homes (incorporated by reference to William Lyon Homess Current Report on Form 8-K filed with the SEC on May 28, 2013). |
|
|
3.3 |
|
Certificate of Ownership and Merger (incorporated by reference to William Lyon Homess Current Report on Form 8-K filed with the SEC on January 5, 2000). |
|
|
3.4 |
|
Certificate of Ownership and Merger (incorporated by reference to William Lyon Homess Annual Report on Form 10-K for the year-ended December 31, 2006). |
|
|
3.5 |
|
Articles of Incorporation of William Lyon Homes, Inc. (incorporated by reference to William Lyon Homes, Inc.s Form T-3 filed with the SEC on November 17, 2011). |
|
|
3.6 |
|
Bylaws of William Lyon Homes, Inc. (incorporated by reference to William Lyon Homes, Inc.s Registration Statement on Form S-4 (File No. 333-187867)) |
|
|
4.1** |
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Form of Indenture for Debt Securities. |
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4.2* |
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Form of Deposit Agreement |
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4.3* |
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Form of Warrant |
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4.4* |
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Form of Warrant Agreement |
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4.5* |
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Form of Purchase Contract Agreement |
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4.6* |
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Form of Unit Agreement |
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5.1 |
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Opinion of Latham & Watkins LLP. |
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5.2 |
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Opinion of Bryan Cave LLP. |
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5.3 |
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Opinion of Greenberg Traurig, LLP. |
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5.4 |
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Opinion of Davis Wright Tremaine LLP. |
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12.1** |
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Statement Regarding the Computation of Ratio of Earnings (Loss) to Fixed Charges and Preferred Stock Dividends for the Period from January 1, 2014 through June 30, 2014, the Year Ended December 31, 2013, the period from
January 1, 2012 through February 24, 2012, the Period from February 25, 2012 through December 31, 2012, and for the Years Ended December 31, 2011, 2010 and 2009. |
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15.1 |
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Awareness Letter of KPMG LLP |
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23.1 |
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Consent of Windes, Inc., Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.3 |
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Consent of KPMG LLP, Independent Auditors. |
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23.4 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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23.5 |
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Consent of Bryan Cave LLP (included in Exhibit 5.2). |
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23.6 |
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Consent of Greenberg Traurig, LLP (included in Exhibit 5.3). |
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23.7 |
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Consent of Davis Wright Tremaine LLP (included in Exhibit 5.4). |
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24.1** |
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Powers of Attorney. |
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25.1 |
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the indenture filed as Exhibit 4.1 above. |
* |
To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
** |
Previously filed with the Registration Statement on Form S-3 filed with the SEC on September 17, 2014 (File No. 333-198793). |
Exhibit 5.1
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650 Town Center Drive, 20th Floor |
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Costa Mesa, California 92626-1925 |
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Tel: +1.714.540.1235 Fax: +1.714.755.8290 |
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www.lw.com |
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November 6, 2014 |
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William Lyon Homes
and |
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File No. 051237-0021 |
William Lyon Homes, Inc.
4695
MacArthur Court, 8th Floor
Newport Beach, California 92660
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Re: |
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Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to William Lyon Homes, a Delaware corporation (Parent), and William Lyon Homes,
Inc., a California corporation (California Lyon), in connection with their filing on the date hereof with the Securities and Exchange Commission (the Commission) of a registration statement on
Form S-3 (File No. 333-198793) (as amended, the Registration Statement), including a base prospectus (the Base Prospectus), which provides that it will be supplemented by one or more
prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a Prospectus), under the Securities Act of 1933, as amended (the Act), relating to the registration for
issue and sale by the Company of up to $600,000,000 offering price of (i) shares of Parents Class A common stock, $0.01 par value per share (Common Stock), (ii) shares of one or more series of
Parents preferred stock, $0.01 par value per share (Preferred Stock), (iii) one or more series of Parents debt securities (Parent Debt Securities) to be issued pursuant to an
Indenture, in the form filed as Exhibit 4.1 to the Registration Statement, to be entered into between Parent and U.S. Bank National Association (the Trustee), and one or more supplements or officers certificates
thereto or resolutions of the Board of Directors of Parent, in each case establishing the terms of each such series (collectively, the Parent Indenture), (iv) one or more series of California Lyons debt
securities (the California Lyon Debt Securities, and, together with the Parent Debt Securities, the Debt Securities) to be issued pursuant to an Indenture, in the form filed as Exhibit 4.1 to the
Registration Statement, to be entered into between California Lyon and the Trustee, and one or more supplements or officers certificates thereto or resolutions of the Board of Directors of California Lyon, in each case establishing the terms
of each such series (collectively, the California Lyon Indenture, and, together with the Parent Indenture, the Indentures), (v) depositary shares of Parent (Depositary
Shares), (vi) warrants of Parent (Warrants), (vii) purchase contracts of Parent (Purchase Contracts), (viii) units of Parent (Units), (ix) guarantees of
the Parent Debt Securities (the Parent Guarantees) by California Lyon, one or more of the guarantors identified in Exhibit A-1 hereto (the Specified Guarantors)
or one or more of the guarantors identified in Exhibit A-2 hereto (the Additional
Guarantors, and collectively with California Lyon and the Specified Guarantors, the Parent Guarantors) to be issued pursuant to the Parent Indenture and (x) guarantees of the California Lyon Debt
Securities (the California Lyon Guarantees, and, together with the Parent Guarantees, the Guarantees) by Parent, one or more of the Specified Guarantors or one or more of the Additional Guarantors
(collectively, the California Lyon Guarantors, and, together with the Parent Guarantors, the Guarantors). The Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Purchase
Contracts, Units and Guarantees, plus any additional Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees that may be registered pursuant to any subsequent registration statement that
Parent or California Lyon may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by Parent or California Lyon contemplated by the Registration Statement, are referred to herein collectively as the
Securities.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K
under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
With your consent, we have relied upon certificates and other assurances of officers of Parent, California Lyon, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to
the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the California Corporations Code and the California Revised Uniform Limited Liability Company Act, as applicable, and with respect to the opinions set
forth in paragraphs 3 through 8 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware and
California, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. We call to your attention that each of the Additional Guarantors is organized in the State of Arizona, Nevada, Oregon or
Washington, respectively, as indicated in Exhibit A-2 hereto. Various matters concerning the laws of the States of Arizona, Nevada, Oregon and Washington are addressed in the letters of Bryan Cave LLP, Greenberg Traurig, LLP and Davis Wright
Tremaine LLP, respectively. With respect to the opinions expressed in paragraphs 3 and 4 below, to the extent they involve matters arising under the laws of the States of Arizona, Nevada, Oregon or Washington, respectively, we have with your
consent relied exclusively on the opinions of Bryan Cave LLP, Greenberg Traurig, LLP or Davis Wright Tremaine LLP, as applicable, copies of which have been provided to you, subject to all of the assumptions, limitations and qualifications set forth
therein.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. When an issuance of Common Stock has been duly authorized by all necessary corporate action of Parent, upon issuance, delivery and payment
therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of
shares (a) available under Parents Third Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) and (b) authorized by the board of directors of Parent in connection with the
offering contemplated by the applicable Prospectus, such shares of Common Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that Parent will comply with all applicable notice requirements
regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
2. When a series of Preferred Stock has
been duly established in accordance with the terms of the Certificate of Incorporation and authorized by all necessary corporate action of Parent, upon issuance, delivery and payment therefor in an amount not less than the par value
thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and
numbers of shares (a) available under the Certificate of Incorporation and (b) authorized by the board of directors of Parent in connection with the offering contemplated by the applicable Prospectus, such shares of such series of
Preferred Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that Parent will comply with all applicable notice requirements regarding uncertificated shares provided in the General
Corporation Law of the State of Delaware.
3. When the Parent Indenture has been duly authorized, executed and delivered by all necessary
corporate action of Parent, and when the specific terms of a particular series of Parent Debt Securities have been duly established in accordance with the terms of the Parent Indenture and authorized by all necessary corporate action of Parent, and
such Parent Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Parent Indenture and in the manner contemplated by the applicable Prospectus and by such corporate
action, such Parent Debt Securities will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, and when the specific terms of a particular Parent Guarantee of such series of Parent Debt
Securities by a Parent Guarantor have been duly established in accordance with such Parent Indenture and authorized by all necessary corporate, limited liability company or partnership action of such Parent Guarantor, as applicable, and when a
supplement to the Parent Indenture providing for such Parent Guarantee has been duly authorized by all necessary corporate, limited liability company or partnership action of such Parent Guarantor, as applicable, and when such Parent Guarantee has
been duly executed, issued and delivered in accordance with the Parent Indenture and such supplement to the Parent Indenture and in the manner contemplated by the applicable Prospectus and such corporate, limited liability company or partnership
action, as applicable, such Parent Guarantee will be a legally valid and binding obligation of such Parent Guarantor, enforceable against such Parent Guarantor in accordance with its terms.
4. When the California Lyon Indenture has been duly authorized, executed and delivered by all necessary corporate action of California Lyon,
and when the specific terms of a particular series of California Lyon Debt Securities have been duly established in accordance with the terms of the California Lyon Indenture and authorized by all necessary corporate action of California Lyon, and
such California Lyon Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the California Lyon Indenture and in the manner contemplated by the applicable Prospectus and
by such corporate action, such California Lyon Debt Securities will be the legally valid and binding obligations of California Lyon, enforceable against California Lyon in accordance with their terms, and when the specific terms of a particular
California Lyon Guarantee of such series of California Lyon Debt Securities by a California Lyon Guarantor have been duly established in accordance with such California Lyon Indenture and authorized by all necessary corporate, limited liability
company or partnership action of such California Lyon Guarantor, as applicable, and when a supplement to the California Lyon Indenture providing for such California Lyon Guarantee has been duly authorized by all necessary corporate, limited
liability company or partnership action of such California Lyon Guarantor, as applicable,
and when such California Lyon Guarantee has been duly executed, issued and delivered in accordance with the California Lyon Indenture and such supplement to the California Lyon Indenture and in
the manner contemplated by the applicable Prospectus and such corporate, limited liability company or partnership action, as applicable, such California Lyon Guarantee will be a legally valid and binding obligation of such California Lyon Guarantor,
enforceable against such California Lyon Guarantor in accordance with its terms.
5. When the applicable deposit agreement has been duly
authorized, executed and delivered by all necessary corporate action of Parent, and when the specific terms of a particular issuance of Depositary Shares have been duly established in accordance with the terms of the applicable deposit agreement and
authorized by all necessary corporate action of Parent, and such Depositary Shares have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable deposit agreement and in the
manner contemplated by the applicable Prospectus and by such corporate action (assuming the underlying securities have been validly issued and deposited with the depositary), such Depositary Shares will be the legally valid and binding obligations
of Parent, enforceable against Parent in accordance with their terms.
6. When the applicable warrant agreement has been duly authorized,
executed and delivered by all necessary corporate action of Parent, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all
necessary corporate action of Parent, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the
applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and
binding obligations of Parent, enforceable against Parent in accordance with their terms.
7. When the applicable purchase contract
agreement has been duly authorized, executed and delivered by all necessary corporate action of Parent, and when the specific terms of a particular issue of Purchase Contracts have been duly authorized in accordance with the terms of the applicable
purchase contract agreement and authorized by all necessary corporate action of Parent, and such Purchase Contracts have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable
purchase contract agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable under such Purchase Contracts have been duly authorized and reserved for issuance by all necessary
corporate action), such Purchase Contracts will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their terms.
8. When the applicable unit agreement has been duly authorized, executed and delivered by all necessary corporate action of Parent, and when
the specific terms of a particular issuance of Units have been duly authorized in accordance with the terms of the applicable unit agreement and authorized by all necessary corporate action of Parent, and such Units have been duly executed,
authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable unit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable
upon exercise of such Units have been duly authorized and reserved for issuance by all necessary corporate action), such Units will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their terms.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific
performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court
decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any
provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, and (b) consents to, or restrictions upon,
governing law, jurisdiction, venue, arbitration, remedies, or judicial relief.
With your consent, we have assumed (a) that each of
the Debt Securities Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees and the Indentures, deposit agreements, warrant agreements, purchase contract agreements and unit agreements governing such Securities (collectively, the
Documents) has been or will be duly authorized, executed and delivered by the parties thereto, (b) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto
other than Parent, California Lyon and the Guarantors parties thereto, as applicable, enforceable against each of them in accordance with their respective terms, and (c) that the status of each of the Documents as legally valid and binding
obligations of the parties will not be affected by any (i) breaches of, or
defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or
authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your
benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained in the Prospectus under the heading Legal Matters. We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective
amendment to the Registration Statement filed pursuant to Rule 462(b) under the Act with respect to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Latham & Watkins LLP |
Exhibit A-1
Specified Guarantors
1. |
California Equity Funding, Inc., a California corporation |
2. |
PH-LP Ventures, a California corporation |
3. |
Duxford Financial, Inc., a California corporation |
4. |
Sycamore CC, Inc., a California corporation |
5. |
Presley CMR, Inc., a California corporation |
6. |
PH-Rielly Ventures, a California corporation |
7. |
HSP Inc., a California corporation |
8. |
PH Ventures-San Jose, a California corporation |
9. |
Presley Homes, a California corporation |
10. |
WLH Enterprises, a California general partnership |
11. |
Lyon East Garrison Company I, LLC, a California limited liability company |
12. |
Lyon Waterfront LLC, a Delaware limited liability company |
13. |
Polygon WLH LLC, a Delaware limited liability company |
Exhibit A-2
Additional Guarantors
14. |
William Lyon Southwest, Inc., an Arizona corporation |
15. |
Circle G at the Church Farm North Joint Venture, LLC, an Arizona limited liability company |
16. |
Mountain Falls, LLC, a Nevada limited liability company |
17. |
Mountain Falls Golf Course, LLC, a Nevada limited liability company |
18. |
Cascadian South L.L.C., an Oregon limited liability company |
19. |
460 Central, L.L.C., a Washington limited liability company |
20. |
Baseline Woods SFD I, L.L.C., a Washington limited liability company |
21. |
Baseline Woods SFD II, L.L.C., a Washington limited liability company |
22. |
Baseline Woods West, L.L.C., a Washington limited liability company |
23. |
Bethany Creek Falls, L.L.C., a Washington limited liability company |
24. |
Brownstone At Issaquah Highlands, L.L.C., a Washington limited liability company |
25. |
Bryant Heights, L.L.C., a Washington limited liability company |
26. |
Bull Mountain Ridge, L.L.C., a Washington limited liability company |
27. |
Calais At Villebois, L.L.C., a Washington limited liability company |
28. |
Cascadian King Company, L.L.C., a Washington limited liability company |
29. |
Cascara At Redmond Ridge, L.L.C., a Washington limited liability company |
30. |
Cedar Falls Way LLC, a Washington limited liability company |
31. |
Cornelius Pass Townhomes, L.L.C., a Washington limited liability company |
32. |
Edgewater Tualatin, L.L.C., a Washington limited liability company |
33. |
Grande Pointe At Villebois, L.L.C., a Washington limited liability company |
34. |
High Point III, L.L.C., a Washington limited liability company |
35. |
Highcroft at Sammamish, L.L.C., a Washington limited liability company |
36. |
Issaquah Highlands Investment Fund, L.L.C., a Washington limited liability company |
37. |
Les Bois At Villebois, L.L.C., a Washington limited liability company |
38. |
Mill Creek Terrace, L.L.C., a Washington limited liability company |
39. |
Murray & Weir SFD, L.L.C., a Washington limited liability company |
40. |
Orenco Woods SFD, L.L.C., a Washington limited liability company |
41. |
Peasley Canyon Homes, L.L.C., a Washington limited liability company |
42. |
PNW Cascadian Company, L.L.C., a Washington limited liability company |
43. |
Polygon At Brenchley Estates, L.L.C., a Washington limited liability company |
44. |
Polygon At Sunset Ridge, L.L.C., a Washington limited liability company |
45. |
Polygon At Villebois II, L.L.C., a Washington limited liability company |
46. |
Polygon At Villebois III, L.L.C., a Washington limited liability company |
47. |
Polygon At Villebois IV, L.L.C., a Washington limited liability company |
48. |
Polygon At Villebois V, L.L.C., a Washington limited liability company |
49. |
Polygon Northwest Company, L.L.C., a Washington limited liability company |
50. |
Polygon Paymaster, L.L.C., a Washington limited liability company |
51. |
Ridgeview Townhomes, L.L.C., a Washington limited liability company |
52. |
Riverfront MF, L.L.C., a Washington limited liability company |
53. |
Riverfront SF, L.L.C., a Washington limited liability company |
54. |
Silverlake Center, L.L.C., a Washington limited liability company |
55. |
Spanaway 230, L.L.C., a Washington limited liability company |
56. |
Sparrow Creek, L.L.C., a Washington limited liability company |
57. |
The Reserve At Maple Valley, L.L.C., a Washington limited liability company |
58. |
The Reserve At North Creek, L.L.C., a Washington limited liability company |
59. |
Twin Creeks At Cooper Mountain, L.L.C., a Washington limited liability company |
60. |
Viewridge At Issaquah Highlands, L.L.C., a Washington limited liability company |
61. |
W.R. Townhomes F, L.L.C., a Washington limited liability company |
Exhibit 5.2
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Bryan Cave LLP |
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One Renaissance Square |
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Two North Central Avenue |
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Suite 2200 |
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Phoenix, AZ 85004-4406 |
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Tel (602) 364-7000 |
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Fax (602) 364-7070 |
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www.bryancave.com |
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Bryan Cave Offices |
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Atlanta |
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Boulder |
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Charlotte |
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Chicago |
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Colorado Springs |
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Dallas |
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Denver |
November 6, 2014 |
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Frankfurt |
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Hamburg |
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Hong Kong |
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Irvine |
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Jefferson City |
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Kansas City |
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London |
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Los Angeles |
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Miami |
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New York |
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Paris |
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Phoenix |
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San Francisco |
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Shanghai |
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St. Louis |
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Washington, DC |
William Lyon Homes
and |
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William Lyon Homes, Inc. 4695 MacArthur Court,
8th Floor Newport Beach, California 92660 |
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Re: |
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as local counsel in the State of Arizona to William Lyon Southwest, Inc., an Arizona corporation (William Lyon Southwest),
and Circle G at the Church Farm North Joint Venture, LLC, an Arizona limited-liability company (Church Farm North and together with William Lyon Southwest, the Arizona Guarantors), in connection with the filing
by William Lyon Homes, a Delaware corporation (Parent), and William Lyon Homes, Inc., a California corporation (California Lyon), with the Securities and Exchange Commission (the Commission)
of a registration statement on Form S-3 (File No. 333-198793) (as amended, the Registration Statement), including a base prospectus (the Base Prospectus), which provides that it will be supplemented by one
or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a Prospectus), under the Securities Act of 1933, as amended (the Act), relating to the registration for issue
and sale by the Company of up to $600,000,000 offering price of (i) shares of Parents Class A common stock, $0.01 par value per share (Common Stock), (ii) shares of one or more series of Parents
preferred stock, $0.01 par value per share (Preferred Stock), (iii) one or more series of Parents debt securities (Parent Debt Securities) to be issued pursuant to an Indenture, in the form filed as
Exhibit 4.1 to the Registration Statement, to be entered into between Parent and U.S. Bank National Association (the Trustee), and one or more supplements or officers certificates thereto or resolutions of the Board of
Directors of Parent, in each case establishing the terms of each such series (collectively, the Parent Indenture), (iv) one or more series of California Lyons debt securities (the California Lyon Debt
Securities, and, together with the Parent Debt Securities, the Debt Securities) to be issued pursuant to an
William Lyon Homes
William Lyon Homes, Inc.
November 6, 2014
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Page 2 |
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Indenture, in the form filed as Exhibit 4.1 to the Registration Statement, to be entered into between California Lyon and the Trustee, and one or more supplements or officers certificates
thereto or resolutions of the Board of Directors of California Lyon, in each case establishing the terms of each such series (collectively, the California Lyon Indenture, and, together with the Parent Indenture, the
Indentures), (v) depositary shares of Parent (Depositary Shares), (vi) warrants of Parent (Warrants), (vii) purchase contracts of Parent (Purchase Contracts),
(viii) units of Parent (Units), (ix) guarantees of the Parent Debt Securities (the Parent Guarantees) by California Lyon or one or more of the guarantors including, without limitation, the Arizona Guarantors
(the Specified Guarantors; and together with California Lyon, the Parent Guarantors), to be issued pursuant to the Parent Indenture and (x) guarantees of the California Lyon Debt Securities (the
California Lyon Guarantees, and, together with the Parent Guarantees, the Guarantees) by Parent or one or more of the Specified Guarantors, including, without limitation, the Arizona Guarantors (collectively,
the California Lyon Guarantors, and, together with the Parent Guarantors, the Guarantors). The Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Purchase Contracts, Units and
Guarantees, plus any additional Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees that may be registered pursuant to any subsequent registration statement that Parent or California
Lyon may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by Parent or California Lyon contemplated by the Registration Statement, are referred to herein collectively as the
Securities. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the
Registration Statement or Prospectus, other than as expressly stated herein with respect to the Securities.
As such counsel, we have
examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of Parent, California Lyon, the Arizona Guarantors
and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Arizona, and we express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within the State of Arizona.
Subject to the foregoing and the other matters set forth herein, we are of the opinion that, as of the date hereof:
1. When the specific terms of a particular Parent Guarantee of a series of Parent Debt Securities by an Arizona Guarantor have been duly
established in accordance with such Parent Indenture and authorized by all necessary corporate or limited liability company action of such Arizona Guarantor, as applicable, and when a supplement to the Parent Indenture providing for such Parent
Guarantee by such Arizona Guarantor has been duly authorized by all necessary corporate or limited liability company action of such Arizona Guarantor, as applicable, and when such Parent Guarantee has been duly executed, issued and delivered by such
Arizona Guarantor in accordance with the Parent Indenture and such supplement to the Parent Indenture and in the manner contemplated by the applicable Prospectus and such corporate or limited liability company action, as applicable, such Parent
Guarantee will be a legally valid and binding
William Lyon Homes
William Lyon Homes, Inc.
November 6, 2014
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obligation of such Arizona Guarantor, enforceable against such Arizona Guarantor in accordance with its terms.
2. When the specific terms of a particular California Lyon Guarantee of a series of California Lyon Debt Securities by an Arizona Guarantor
have been duly established in accordance with such California Lyon Indenture and authorized by all necessary corporate or limited liability company action of such Arizona Guarantor, as applicable, and when a supplement to the California Lyon
Indenture providing for such California Lyon Guarantee by such Arizona Guarantor has been duly authorized by all necessary corporate or limited liability company action of such Arizona Guarantor, as applicable, and when such California Lyon
Guarantee has been duly executed, issued and delivered by such Arizona Guarantor in accordance with the California Lyon Indenture and such supplement to the California Lyon Indenture and in the manner contemplated by the applicable Prospectus and
such corporate or limited liability company action, as applicable, such California Lyon Guarantee will be a legally valid and binding obligation of such Arizona Guarantor, enforceable against such Arizona Guarantor in accordance with its terms.
Our opinions are subject to the following: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of
specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law
or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to
(a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, and (b) consents to, or
restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief. We further express no opinion or view as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent
transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules
(without limiting other laws excluded by customary practice).
With your consent, we have assumed that (a) the Debt Securities, the
Guarantees and the Indentures governing such Securities (collectively, the Documents) have been or will be duly authorized, executed and delivered by the parties thereto, (b) the Documents constitute legally valid and binding
obligations of the parties thereto (other than the Arizona Guarantors), enforceable against each of them in accordance with their terms, and (c) that the status of each of the Documents as legally valid and binding obligations of the parties
will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents,
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William Lyon Homes, Inc.
November 6, 2014
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approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading Legal
Matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Bryan
Cave LLP
November 6, 2014
William Lyon
Homes
William Lyon Homes, Inc.
4695 MacArthur Court, 8th Floor
Newport Beach, CA 92660
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Re: |
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Registration Statement on Form S-3; Mountain Falls, LLC and |
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Mountain Falls Golf Course, LLC |
Ladies and Gentlemen:
We have acted as special Nevada counsel in the State of Nevada (State) to Mountain Falls, LLC, a Nevada limited liability
company (Mountain Falls) and Mountain Falls Golf Course, LLC, a Nevada limited liability company (MFGC, and together with Mountain Falls, the Nevada Guarantors) in connection with a
Registration Statement on Form S-3 (File No. 333-198793) (as amended, the Registration Statement), including a base prospectus (the Base Prospectus), which provides that it will be supplemented by one or
more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a Prospectus), initially filed with the Securities and Exchange Commission (Commission) on September 17,
2014, under the Securities Act of 1933, as amended (the Act) by William Lyon Homes, a Delaware corporation (Parent) and William Lyon Homes, Inc., a California corporation (California Lyon)
(Parent and California Lyon, collectively, Company), relating to the registration for issue and sale by the Company of up to $600,000,000 offering price of (i) shares of Parents Class A common stock, $0.01 par
value per share (Common Stock), (ii) shares of one or more series of Parents preferred stock, $0.01 par value per share (Preferred Stock), (iii) one or more series of Parents debt
securities (Parent Debt Securities) to be issued pursuant to an Indenture, in the form filed as Exhibit 4.1 to the Registration Statement, to be entered into between Parent and U.S. Bank National Association (the
Trustee), and one or more supplements or officers certificates thereto or resolutions of the Board of Directors of Parent, in each case establishing the terms of each such series (collectively, the Parent
Indenture), (iv) one or more series of California Lyons debt securities (the California Lyon Debt Securities, and, together with the Parent Debt Securities, the Debt Securities) to be issued
pursuant to an Indenture, in the form filed as
Exhibit 5.3
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ALBANY
AMSTERDAM ATLANTA
AUSTIN BOSTON
CHICAGO DALLAS
DELAWARE DENVER
FORT LAUDERDALE HOUSTON
LAS VEGAS LONDON*
LOS ANGELES MEXICO
CITY+ MIAMI
MILAN** NEW JERSEY
NEW YORK NORTHERN VIRGINIA
ORANGE COUNTY ORLANDO
PALM BEACH COUNTY
PHILADELPHIA PHOENIX
ROME** SACRAMENTO
SAN FRANCISCO
SEOUL¥ SHANGHAI
SILICON VALLEY TALLAHASSEE
TAMPA TEL AVIV^
WARSAW~ WASHINGTON, D.C.
WESTCHESTER COUNTY
* OPERATES AS GREENBERG TRAURIG MAHER LLP
+ OPERATES AS GREENBERG TRAURIG, S.C.
^ A BRANCH OF GREENBERG TRAURIG, P.A. FLORIDA, USA
~ OPERATES AS GREENBERG TRAURIG GRZESIAK sp.k.
¥ OPERATES AS GREENBERG TRAURIG LLP FOREIGN
LEGAL CONSULTANT OFFICE ** STRATEGIC ALLIANCE |
GREENBERG TRAURIG, LLP ¡ ATTORNEYS
AT LAW ¡ WWW.GTLAW.COM
3773 Howard Hughes Parkway, Suite 400 North ¡ Las Vegas, Nevada 89169 ¡ Tel 702.792.3773 ¡ Fax
702.792.9002
William Lyon Homes
November 6, 2014
Page 2
Exhibit 4.1 to the Registration Statement, to be entered into between California Lyon and the Trustee, and one or more supplements or officers certificates thereto or resolutions of the
Board of Directors of California Lyon, in each case establishing the terms of each such series (collectively, the California Lyon Indenture, and, together with the Parent Indenture, the Indentures),
(v) depositary shares of Parent (Depositary Shares), (vi) warrants of Parent (Warrants), (vii) purchase contracts of Parent (Purchase Contracts), (viii) units of Parent
(Units), (ix) guarantees of the Parent Debt Securities (the Parent Guarantees) by California Lyon or one or more of the guarantors identified in the Table of Additional Registrants to the Registration Statement,
including the Nevada Guarantors (the Specified Guarantors, and collectively with California Lyon, the Parent Guarantors) to be issued pursuant to the Parent Indenture and (x) guarantees of the California
Lyon Debt Securities (the California Lyon Guarantees, and, together with the Parent Guarantees, the Guarantees, and those Guarantees to be executed and delivered by the Nevada Guarantors, the Nevada
Guarantees) by Parent or one or more of the Specified Guarantors, including the Nevada Guarantors (collectively, the California Lyon Guarantors, and, together with the Parent Guarantors, the
Guarantors). The Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees, plus any additional Common Stock, Preferred Stock, Debt Securities, Depositary Shares,
Warrants, Purchase Contracts, Units and Guarantees that may be registered pursuant to any subsequent registration statement that Parent or California Lyon may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection
with an offering by Parent or California Lyon contemplated by the Registration Statement, are referred to herein collectively as the Securities.
In connection with this opinion, we have examined:
1. Articles of Organization of Mountain Falls as filed with the Nevada Secretary of State on March 30, 2004;
2. Operating Agreement of Mountain Falls dated June 11, 2004, as amended by that certain Agreement Regarding Amendment to Operating
Agreements dated June 22, 2007;
3. Articles of Organization of MFGC filed with the Nevada Secretary of State on June 4, 2004;
and
4. Operating Agreement of MFGC dated June 11, 2004, as amended by that certain Agreement Regarding Amendment to Operating
Agreements dated June 22, 2007; and
5. Unanimous Written Consent of the Company and the Parent Guarantors (including the Nevada
Guarantors) dated June 14, 2014.
We have also examined such other records of the limited-liability company proceedings of the Nevada Guarantors as
we have deemed relevant, as well as the Registration Statement and the Indentures. In our capacity as special Nevada counsel to the Nevada Guarantors in connection with such registration, we are familiar with the proceedings proposed to be
William Lyon Homes
November 6, 2014
Page 3
taken by the Nevada Guarantors in connection with the authorization and issuance of the Nevada Guarantees.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof and the truthfulness of all statements of fact set forth in the documents and records examined by us.
In providing the opinions set forth below, we have assumed that at the time of execution of the Nevada Guarantees by the Nevada Guarantors:
(a) the Parent Indenture or California Lyon Indenture, as applicable, will have been duly authorized, executed and delivered by all
necessary corporate action of Parent or California Lyon, as applicable;
(b) the specific terms of a particular series of Debt Securities
will have been duly established in accordance with the terms of the Parent Indenture or California Lyon Indenture, as applicable, and authorized by all necessary corporate action of Parent or California Lyon, as applicable;
(c) such Debt Securities will have been duly authorized, executed, authenticated, issued and delivered against payment therefor in accordance
with the terms of the Parent Indenture or California Lyon Indenture, as applicable, and in the manner contemplated by the applicable Prospectus;
(d) such Debt Securities will be the legally valid and binding obligations of Parent or California Lyon, as applicable, enforceable against
Parent or California Lyon, as applicable, in accordance with their terms;
(e) the specific terms of a particular Parent Guarantee or
California Lyon Guarantee of such series of Debt Securities by a Parent Guarantor or California Lyon Guarantor will have been duly established in accordance with the appropriate Indenture and authorized by all necessary corporate, limited liability
company or partnership action of such Guarantor, as applicable;
(f) if applicable, a supplement to the Indenture providing for such
Parent Guarantee or California Lyon Guarantee will have been duly authorized by all necessary corporate, limited liability company or partnership action of such Guarantor, as applicable;
(g) such Parent Guarantee or California Lyon Guarantee will have been duly executed, issued and delivered in accordance with the applicable
Indenture and supplement to the Indenture, if applicable, and in the manner contemplated by the applicable Prospectus.
William Lyon Homes
November 6, 2014
Page 4
(h) the Registration Statement, as finally amended (including all post-effective amendments)
has become effective under the Act.
Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations and
assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The
Nevada Guarantees, when executed and delivered, will constitute valid and binding obligations of the respective Nevada Guarantors, enforceable in accordance with their terms.
2. If executed and delivered on the date hereof, the execution and delivery of the Nevada Guarantees by the Nevada Guarantors would not
violate (i) any applicable statute, rule or regulation of the State of Nevada, or (ii) such Nevada Guarantors articles of organization or operating agreement.
The opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
or other similar laws now or hereafter in effect relating to or affecting creditors rights generally; (ii) the effects of general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and
fair dealing, and the possible unavailability of specific performance or injunctive relief, whether enforcement is considered in a proceeding in equity or law; (iii) the invalidity, under certain circumstances, of provisions for the
indemnification of or contribution to a party with respect to liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default
interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, and (b) consents to, or restrictions upon, governing law, jurisdiction, venue,
arbitration, remedies, or judicial relief.
While certain members of the firm are admitted to practice in other jurisdictions, for
purposes of this letter, we have not examined any laws other than the laws of the State of Nevada, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Nevada. This letter is given only with respect to
Nevada Laws as they currently exist, and we undertake no obligation or responsibility to update or supplement this letter in response to subsequent changes in the law or future events affecting the transactions contemplated in the Registration
Statement.
William Lyon Homes
November 6, 2014
Page 5
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matter. This opinion is being furnished to the Company for its benefit and for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name of our firm therein. This opinion may be relied upon by you and by persons entitled to rely upon it pursuant to applicable provisions of the Act. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
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Very truly yours, |
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/s/ GREENBERG TRAURIG, LLP |
Exhibit 5.4
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Suite 2200
1201 Third Avenue Seattle, WA 98101
206.622.3150 tel
206.757.7700 fax
dwt.com |
November 6, 2014
William Lyon
Homes
and
William Lyon Homes, Inc.
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
Re: |
Registration Statement on Form S-3 dated September 17, 2014 |
SEC File No. 333-198793
Ladies and Gentlemen:
We have acted as special counsel to
certain subsidiaries identified on Schedule A hereto (the Covered Subsidiaries) of William Lyon Homes, a Delaware corporation (Parent), and William Lyon Homes, Inc., a California corporation (California Lyon), in
connection with the filing with the Securities and Exchange Commission (the Commission) of the above referenced registration statement dated September 17, 2014 (as amended, the Registration Statement), including a base
prospectus (the Base Prospectus). The Registration Statement provides that the Base Prospectus will be supplemented by one or more prospectus supplements (each such prospectus supplement, and together with the Base Prospectus, a
Prospectus), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the issue and sale by Parent and the other registrants identified in the Registration Statement of up to $600,000,000
offering price of (i) certain debt securities to be issued by Parent (the Parent Debt Securities) in one or more series pursuant to an Indenture, in the form filed as Exhibit 4.1 to the Registration Statement, to be entered into
between Parent and U.S. Bank National Association (the Trustee), and one or more supplements or officers certificates thereto or resolutions of the Board of Directors of Parent, in each case establishing the terms of each such
series (collectively, the Parent Indenture), (ii) certain debt securities to be issued in one or more series by California Lyon (the California Lyon Debt Securities, and, together with the Parent Debt Securities, the
Debt Securities) to be issued pursuant to an Indenture, in the form filed as Exhibit 4.1 to the Registration Statement, to be entered into between California Lyon and the Trustee, and one or more supplements or officers
certificates thereto or resolutions of the Board of Directors of California Lyon, in each case establishing the terms of each such series (collectively, the California Lyon Indenture, and, together with the Parent Indenture, the
Indentures), and (iii) guarantees of (x) the Parent Debt Securities (the Parent Guarantees) by California Lyon, one or more of the Covered Subsidiaries, and certain other direct and indirect
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subsidiaries of Parent identified on Schedule B (the Additional Subsidiaries, and, in their collective capacity as guarantors of the Debt Securities, the Additional
Guarantors, and collectively with the Covered Subsidiaries, the Guarantors), and (y) the guarantees of the California Lyon Debt Securities (the California Lyon Guarantees and together with the Parent Guarantees, the
Guarantees) by the Guarantors (other than California Lyon). The Registration Statement further relates to the registration for issuance and sale of (i) shares of Parents Class A Common Stock, $0.01 par value per share, (ii) shares
of one or more series of Parents preferred stock, $0.01 par value per share, (iii) depositary shares of Parent, (iv) warrants of Parent, (v) purchase contracts of Parent and (vi) units of Parent (any and all such securities, the Equity
Securities). The Guarantees (including any guarantees of the Debt Securities by any of the Covered Subsidiaries that may be registered pursuant to any subsequent registration statement that any of the Covered Subsidiaries may hereafter file
(separately or in conjunction with Parent, California Lyon and the Additional Guarantors) with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by Parent or California Lyon contemplated by the Registration
Statement) are referred to herein collectively as the Securities.
This opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to
the issue of the Securities.
We have examined such matters of fact and questions of law as we have deemed appropriate for purposes of this letter. With
your consent, we have relied upon certificates and other assurances of officers of the Covered Subsidiaries and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Washington
Limited Liability Company Act (as to the Guarantors identified in Schedule A as the Washington Guarantors) and the Oregon Limited Liability Company Act (as to the Guarantor identified in Schedule A as the Oregon Guarantor),
and other laws of the States of Washington and Oregon. Other than for the laws of the states of Washington (in the case of the Washington Guarantors) and Oregon (as to the Oregon Guarantor), we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws. We further express no opinion as to any matters of federal law (other than the Act as specifically referenced herein), any municipal law or the laws of any
local agencies within any state (including local laws and local agencies of Oregon and Washington). With respect to matters governed by the laws of jurisdictions other than the States of Oregon and Washington, including without limitation the
validity, authorization, execution, issuance, enforceability and interpretation of the Debt Securities, and as to all matters pertaining to the Equity Securities, we advise you that those matters are being passed upon by Latham & Watkins
LLP, and to the extent we have deemed appropriate, we have relied upon the opinion of Latham & Watkins LLP as to such matters.
1. |
When the Parent Indenture has been duly authorized, executed and delivered by all necessary corporate action of Parent, and when the specific terms of
a particular series of Parent Debt Securities have been duly established in accordance with the terms of the Parent Indenture and authorized by all necessary corporate action of Parent, and such Parent Debt Securities have been duly executed,
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accordance with the terms of the Parent Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, and when the specific terms of a particular Parent
Guarantee of such series of Parent Debt Securities by a Covered Subsidiary have been duly established in accordance with such Parent Indenture and authorized by all necessary corporate, limited liability company or partnership action of such Covered
Subsidiary, as applicable, and when a supplement to the Parent Indenture providing for such Parent Guarantee has been duly authorized by all necessary limited liability company action of such Covered Subsidiary, and when such Parent Guarantee has
been duly executed, issued and delivered in accordance with the Parent Indenture and such supplement to the Parent Indenture and in the manner contemplated by the applicable Prospectus and such limited liability company, such Parent Guarantee will
be a legally valid and binding obligation of such Covered Subsidiary, enforceable against such Covered Subsidiary in accordance with its terms. |
2. |
When the California Lyon Indenture has been duly authorized, executed and delivered by all necessary corporate action of California Lyon, and when the specific terms of a particular series of California Lyon Debt
Securities have been duly established in accordance with the terms of the California Lyon Indenture and authorized by all necessary corporate action of California Lyon, and such California Lyon Debt Securities have been duly executed, authenticated,
issued and delivered against payment therefor in accordance with the terms of the California Lyon Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, and when the specific terms of a particular
California Lyon Guarantee of such series of California Lyon Debt Securities by a Covered Subsidiary have been duly established in accordance with such California Lyon Indenture and authorized by all necessary limited liability company action of such
Covered Subsidiary, and when a supplement to the California Lyon Indenture providing for such California Lyon Guarantee has been duly authorized by all necessary limited liability company action of such Covered Subsidiary, and when such California
Lyon Guarantee has been duly executed, issued and delivered in accordance with the California Lyon Indenture and such supplement to the California Lyon Indenture and in the manner contemplated by the applicable Prospectus and such corporate, limited
liability company or partnership action, as applicable, such California Lyon Guarantee will be a legally valid and binding obligation of such Covered Subsidiary, enforceable against such Covered Subsidiary in accordance with its terms.
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We have been engaged for the limited purpose of rendering the opinions herein. Except as expressly set forth herein, we have not undertaken
any independent investigation in support of the opinions expressed in this letter and we have relied solely upon our review of the foregoing documents in rendering the same. We have assumed the genuineness of all signatures, the authenticity of
documents, certificates and records submitted to us as originals, the conformity to the originals of all documents, certificates and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing
documents, certificates and records, and the completeness and accuracy as of the date of this opinion letter of the information contained in such documents, certificates and records.
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Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and other similar laws relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges,
monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial
relief.
With your consent, we have assumed (a) that each of the Debt Securities and the Guarantees and the Indentures governing such Securities
(collectively, the Documents) has been or will be duly authorized, executed and delivered by the parties thereto, (b) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties
thereto other than the Covered Subsidiaries, enforceable against each of them in accordance with their respective terms, and (c) that the status of each of the Documents as legally valid and binding obligations of the parties will not be
affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations
from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the
Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to
our firm contained in the Prospectus under the heading Legal Matters. We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration
Statement filed pursuant to Rule 462(b) under the Act with respect to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law
or fact that occur after the date of this opinion letter even though the changes may affect a legal analysis or conclusion or an information confirmation in this opinion letter.
Very truly yours,
/s/ Davis Wright Tremaine, LLP
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Schedule A
Covered Subsidiaries
Washington
Subsidiaries
460 Central, L.L.C., a Washington limited liability company
Baseline Woods SFD I, L.L.C., a Washington limited liability company
Baseline Woods SFD II, L.L.C., a Washington limited liability company
Baseline Woods West, L.L.C., a Washington limited liability company
Bethany Creek Falls, L.L.C, a Washington limited liability company
Brownstone At Issaquah Highlands, L.L.C., a Washington limited liability company
Bryant Heights, L.L.C., a Washington limited liability company
Bull Mountain Ridge, L.L.C., a Washington limited liability company
Calais At Villebois, L.L.C., a Washington limited liability company
Cascadian King Company, L.L.C., a Washington limited liability company
Cascara At Redmond Ridge, L.L.C., a Washington limited liability company
Cedar Falls Way LLC, a Washington limited liability company
Cornelius Pass Townhomes, L.L.C., a Washington limited liability company
Edgewater Tualatin, L.L.C., a Washington limited liability company
Grande Pointe At Villebois, L.L.C., a Washington limited liability company
High Point III, L.L.C., a Washington limited liability company
Highcroft at Sammamish, L.L.C., a Washington limited liability company
Issaquah Highlands Investment Fund, L.L.C., a Washington limited liability company
Les Bois At Villebois, L.L.C., a Washington limited liability company
Mill Creek Terrace, L.L.C., a Washington limited liability company
Murray & Weir SFD, L.L.C., a Washington limited liability company
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Orenco Woods SFD, L.L.C., a Washington limited liability company
Peasley Canyon Homes, L.L.C., a Washington limited liability company
PNW Cascadian Company, L.L.C., a Washington limited liability company
Polygon At Brenchley Estates, L.L.C., a Washington limited liability company
Polygon At Sunset Ridge, L.L.C., a Washington limited liability company
Polygon At Villebois II, L.L.C., a Washington limited liability company
Polygon At Villebois III, L.L.C., a Washington limited liability company
Polygon At Villebois IV, L.L.C., a Washington limited liability company
Polygon At Villebois V, L.L.C., a Washington limited liability company
Polygon Northwest Company, L.L.C., a Washington limited liability company
Polygon Paymaster, L.L.C., a Washington limited liability company
Ridgeview Townhomes, L.L.C., a Washington limited liability company
Riverfront MF, L.L.C., a Washington limited liability company
Riverfront SF, L.L.C., a Washington limited liability company
Silverlake Center, L.L.C., a Washington limited liability company
Spanaway 230, L.L.C., a Washington limited liability company
Sparrow Creek, L.L.C., a Washington limited liability company
The Reserve At Maple Valley, L.L.C., a Washington limited liability company
The Reserve At North Creek, L.L.C., a Washington limited liability company
Twin Creeks At Cooper Mountain, L.L.C., a Washington limited liability company
Viewridge At Issaquah Highlands, L.L.C., a Washington limited liability company
W.R. Townhomes F, L.L.C., a Washington limited liability company
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Oregon Subsidiary
Cascadian South L.L.C., an Oregon limited liability company
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November 6, 2014 Page 8
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Schedule B
Additional Guarantors
1. California
Equity Funding, Inc., a California corporation
2. PH-LP Ventures, a California corporation
3. Duxford Financial, Inc., a California corporation
4.
Sycamore CC, Inc., a California corporation
5. Presley CMR, Inc., a California corporation
6. PH-Rielly Ventures, a California corporation
7. HSP Inc., a
California corporation
8. PH Ventures-San Jose, a California corporation
9. Presley Homes, a California corporation
10. WLH
Enterprises, a California general partnership
11. Lyon East Garrison Company I, LLC, a California limited liability company
12. Lyon Waterfront LLC, a Delaware limited liability company
13. Polygon WLH LLC, a Delaware limited liability company
14.
William Lyon Southwest, Inc., an Arizona corporation
15. Circle G at the Church Farm North Joint Venture, LLC, an Arizona limited liability company
16. Mountain Falls, LLC, a Nevada limited liability company
17. Mountain Falls Golf Course, LLC, a Nevada limited liability company
Exhibit 15.1
November 5, 2014
William Lyon Homes
Newport Beach, California
With respect to this Amendment No. 2
to the registration statement on Form S-3 of William Lyon Homes, we acknowledge our awareness of the use therein of our report dated September 15, 2014 related to our review of the interim financial information of the Residential Homebuilding
Operations of PNW Home Builders, L.L.C. and Affiliates.
Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered
part of a registration statement prepared or certified by independent auditors, or a report prepared or certified by independent auditors within the meaning of Sections 7 and 11 of the Act.
/s/ KPMG LLP
Seattle, Washington
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Amendment No. 2 to the Form S-3 Registration Statement of our Report of Independent Registered Public
Accounting Firm dated January 21, 2013, covering the consolidated statements of operations, equity (deficit) and cash flows of William Lyon Homes (the Company) for the year ended December 31, 2011 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to (1) the Companys Chapter 11 filing on December 19, 2011 and the related application of debtor in possession accounting for the period of such date through
December 31, 2011, and (2) the lack of comparability with the prior financial statements), appearing in the Companys Annual Report on Form 10-K for the year ended December 31, 2013.
We also consent to the reference to us under the heading Experts in the Prospectus, which is part of this Registration Statement.
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/s/ Windes, Inc. |
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Irvine, California |
November 5, 2014 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
William Lyon Homes:
We consent to the use of our report dated March 21, 2014, with respect to the consolidated balance sheets of William Lyon Homes and subsidiaries as of
December 31, 2013 and 2012 (Successor), and the related consolidated statements of operations, equity (deficit) and cash flows for the year ended December 31, 2013 (Successor) and for the periods from January 1, 2012 through
February 24, 2012 (Predecessor) and February 25, 2012 through December 31, 2012 (Successor) incorporated by reference herein, and to the reference to our firm under the heading Experts in the prospectus. Our report refers
to the plan of reorganization and application of fresh start accounting for periods subsequent to the reorganization date.
/s/ KPMG LLP
Irvine, California
November 5, 2014
Exhibit 23.3
Consent of Independent Auditors
The
Board of Directors
William Lyon Homes:
We consent to the
use of our report dated September 15, 2014, with respect to the combined balance sheets of the Residential Homebuilding Operations of PNW Home Builders, L.L.C. and Affiliates as of December 31, 2013 and 2012, and the related combined statements
of income, equity and cash flows for each of the years in the three-year period ended December 31, 2013, incorporated herein by reference, and to the reference to our firm under the heading Experts in the prospectus.
/s/ KPMG LLP
Seattle, Washington
November 5, 2014
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
¨ |
Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) |
U.S. BANK
NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S.
Employer Identification No.
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800 Nicollet Mall
Minneapolis, Minnesota |
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55402 |
(Address of principal executive offices) |
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(Zip Code) |
Donald T. Hurrelbrink
U.S. Bank National Association
60 Livingston Avenue
St.
Paul, MN 55107
(651) 466-6308
(Name, address and telephone number of agent for service)
William Lyon Homes
William Lyon Homes, Inc.
(Issuers with respect to the Securities)
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Delaware |
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33-0864902 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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California |
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33-0253855 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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4695 MacArthur Court, 8th Floor
Newport Beach, California |
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92660 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Debt Securities
(Title
of the Indenture Securities)
FORM T-1
Item 1. |
GENERAL INFORMATION. Furnish the following information as to the Trustee. |
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a) |
Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
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b) |
Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. |
AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 |
Items 3-15 are not applicable because to the best of the Trustees knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. |
LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
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1. |
A copy of the Articles of Association of the Trustee.* |
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2. |
A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
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3. |
A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
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4. |
A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
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5. |
A copy of each Indenture referred to in Item 4. Not applicable. |
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6. |
The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
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7. |
Report of Condition of the Trustee as of September 30, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* |
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul,
State of Minnesota on the 6th of November, 2014.
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By: |
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/s/ Donald T. Hurrelbrink |
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Donald T. Hurrelbrink |
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Vice President |
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Exhibit 2
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Office of the Comptroller of the Currency |
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Washington, DC 20219 |
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and
control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. U.S. Bank National
Association, Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
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IN TESTIMONY WHEREOF, today, September 2, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of
Columbia. |
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Comptroller of the Currency |
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4
Exhibit 3
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Office of the Comptroller of the Currency |
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Washington, DC 20219 |
CERTIFICATION OF FIDUCIARY POWERS
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession,
custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. U.S. Bank
National Association, Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved
September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
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IN TESTIMONY WHEREOF, today, September 2, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of
Columbia. |
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Comptroller of the Currency |
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5
Exhibit 4
AMENDED AND RESTATED
BYLAWS
OF
U.S. BANK NATIONAL ASSOCIATION
ARTICLE I.
MEETINGS OF
SHAREHOLDERS
Section |
1. Annual Meeting |
The annual meeting of shareholders shall be
held at the main banking house of the Association or other convenient place duly authorized by the Board of Directors (the Board) at 11:00 a.m. on the second Tuesday in March of each year, or such other date or time which the Board may
designate at any Board meeting held prior to the required date for sending notice of the annual meeting to the shareholders. Notice of such meeting shall be mailed to shareholders not less than ten (10) or more than sixty (60) days prior
to the meeting date.
Section |
2. Special Meetings |
Special meetings of shareholders may be
called and held at such times and upon such notice as is specified in the Articles of Association.
A majority of the outstanding capital stock
represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without
further notice.
The Board of Directors may, and in the event of
its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual
and special meetings of shareholders.
In deciding on questions at meetings of shareholders,
except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all
elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of
directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit.
6
Section |
6. Waiver and Consent |
The shareholders may act without notice
or a meeting by a unanimous written consent by all shareholders.
ARTICLE II.
BOARD OF DIRECTORS
Section |
1. Term of Office |
The directors of this Association shall hold
office for one year and until their successors are duly elected and qualified.
As provided in the Articles of Association, the Board
of this Association shall consist of not less than five nor more than twenty-five members. At any meeting of the shareholders held for the purpose of electing directors, or changing the number thereof, the number of directors may be determined by a
majority of the votes cast by the shareholders in person or by proxy.
Any vacancy occurring in the Board shall be filled by the remaining directors.
Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board by not more than four directors in any one but not to more than a total of twenty-five
directors, and fill any vacancy so created in the Board. All directors shall hold office until their successors are elected and qualified.
Section |
3. Regular Meetings |
The organizational meeting of the Board of
Directors shall be held as soon as practicable following the annual meeting of shareholders at such time and place as the Chairman or President may designate. Other regular meetings of the Board of Directors shall be held quarterly at such time and
place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day.
Section |
4. Special Meetings |
Special meetings of the Board of Directors
may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by letter, by telephone, in person, by facsimile, by electronic mail
or other reasonable manner to every Director.
A majority of the entire membership of the Board
shall constitute a quorum of any meeting of the Board.
7
Section 6. |
Necessary Vote |
A majority of those Directors present and voting at any meeting of the
Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or Bylaws of this Association.
Directors, excluding full-time employees of the Bank, shall receive such
reasonable compensation as may be fixed from time to time by the Board of Directors.
ARTICLE III.
OFFICERS
Section 1. |
Who Shall Constitute |
The Officers of the Association shall be a Chairman of the Board,
Chief Executive Officer, a President, a Secretary, and other officers such as Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Trust Officers, Assistant
Trust Officers, Controller, and Assistant Controller, as the Board may appoint from time to time. The Board may choose to delegate authority to elect officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chairman and
Executive Vice Presidents, to the Chief Executive Officer or President. Any person may hold two offices. The Chief Executive Officer and the President shall at all times be members of the Board of Directors.
Section 2. |
Term of Office |
All officers shall be elected for and shall hold office until their
respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board of Directors in its sole discretion to discharge any officer at any
time.
Section 3. |
Chairman of the Board |
The Chairman of the Board shall have general executive powers and
duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. He shall, when present, preside at all meetings of the shareholders and directors and shall be ex officio a member of all committees of the
Board.
Section 4. |
Chief Executive Officer |
The Chief Executive Officer, who may also be the Chairman or
the President, shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors.
The President shall have general executive powers and duties and shall
perform such other duties as may be assigned from time to time by the board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and
8
shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a
vacancy in the position of the chairman or in the event of the absence or incapacity of the Chairman.
Section |
6. Vice Chairmen of the Board |
The Board of Directors shall have
the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairman of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to
time by the Chairman of the Board or by the Board of Directors.
Section |
7. Other Officers |
The Secretary and all other officers
appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors.
ARTICLE IV.
COMMITTES
Section |
1. Compensation Committee |
The duties of the Compensation
Committee of the Association shall be carried out by the Compensation Committee of the financial holding company that is the parent of this Association.
Section |
2. Committee on Audit |
The duties of the Audit Committee of the
Association shall be carried out by the Audit Committee of the financial holding company that is the parent of this Association.
Section |
3. Trust Management Committee |
The Board of Directors of this
Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or
such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the
acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Committee shall be reported to the Board of Directors.
Section |
4. Other Committees |
The Board of Directors may appoint, from
time to time, other committees for such purposes and with such powers as the Board may direct.
9
ARTICLE V.
MINUTE BOOK
The
organization papers of this Association, the Bylaws as revised or amended from time to time and the proceedings of all regular and special meetings of the shareholders and the directors shall be recorded in a minute book or books. All reports of
committees required to be made to the Board shall be recorded in a minute book or shall be filed by the recording officer. The minutes of each meeting of the shareholders and the Board shall be signed by the recording officer.
ARTICLE VI.
CONVEYANCES, CONTRACTS, ETC.
All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or
other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer.
All checks, drafts,
certificates of deposit and all funds of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association.
All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other
instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof.
The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority
has been given or has taken place by resolution of the Board under this Bylaw without the necessity of further action by the Board.
ARTICLE VII.
SEAL
The Association shall have no corporate seal.
ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND EMPLOYEES
The Association shall indemnify to the full extent
permitted by and in the manner permissible under the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader
indemnification rights than said law permitted the Association to provide prior to such amendment), any person made, or threatened to be made, a party to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by
reason of the fact that such person (i) is or was a director, advisory director, or officer of the Association or any predecessor of the Association, or (ii) is or was a director, advisory director
10
or officer of the Association or any predecessor of the Association and served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director,
advisory director, officer, partner, trustee, employee or agent at the request of the Association or any predecessor of the Association; provided, however, that the Association shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person, except for a proceeding contemplated by Section 4 of this Article VIII, only if such proceeding (or part thereof) was authorized by the Board of Directors.
Section |
2. Advancement of Expenses. |
The right to indemnification conferred in this
Article VIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding or threatened proceeding in advance of its final disposition, such advances to be paid by the
Association within 20 days after the receipt by the Association of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State
of Delaware requires, the payment of such expenses incurred by a director, advisory director or officer in his or her capacity as a director, advisory director or officer (and not in any other capacity in which service was or is rendered by such
person while a director, advisory director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking by
or on behalf of such director, advisory director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, advisory director or officer is not entitled to be indemnified under this Article VIII or
otherwise.
Section |
3. Procedure for Indemnification. |
To obtain indemnification
under this Article VIII, a claimant shall submit to the Association a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and
to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 3, a determination, if required by applicable law, with respect to the
claimants entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is
made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even
though less than a quorum, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the
Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by
Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days
after such determination.
11
Section |
4. Certain Remedies. |
If a claim under Section 1 of this
Article VIII is not paid in full by the Association within thirty days after a written claim pursuant to Section 3 of this Article VIII has been received by the Association, or if a claim under Section 2 of this Article VIII is not paid in
full by the Association within twenty days after a written claim pursuant to Section 2 of this Article VIII has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standard of conduct which makes it permissible under
the General Corporation Law of the State of Delaware for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its
Board of Directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Association (including its Board of Directors or Independent Counsel) that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Section |
5. Binding Effect. |
If a determination shall have been made
pursuant to Section 3 of this Article VIII that the claimant is entitled to indemnification, the Association shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VIII.
Section |
6. Validity of this Article VIII. |
The Association shall be
precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VIII that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding
that the Association is bound by all the provisions of this Article VIII.
Section |
7. Nonexclusivity, etc. |
The right to indemnification and the
payment of expenses incurred in defending a proceeding or threatened proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Association, Bylaws, agreement, vote of shareholders or Disinterested Directors or otherwise. No repeal or modification of this Article VIII, or adoption of any provision inconsistent herewith shall in any way
diminish or adversely affect the rights of any present or former director, advisory director, officer, employee or agent of the Association or any predecessor thereof hereunder in respect of any occurrence or matter arising, or of any claim
involving allegations of acts or omissions occurring or arising, prior to any such repeal or modification.
12
The Association may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would
have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Association maintains any policy or policies providing such insurance, each such
director or officer, and each such agent or employee to whom rights to indemnification have been granted as provided in Section 9 of this Article VIII, shall be covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage thereunder for any such director, officer, employee or agent.
Section |
9. Indemnification of Other Persons. |
The Association may grant
rights to indemnification, and rights to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the Association or any predecessor of the
Association to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, advisory directors and officers of the Association.
Section |
10. Severability. |
If any provision or provisions of this
Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any
paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the
fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
Section |
11. Certain Definitions. |
For purposes of this Article VI:
(1) Disinterested Director means a director of the Association who is not and was not a party to the matter in
respect of which indemnification is sought by the claimant.
(2) Independent Counsel means a law firm, a member
of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any such person who, under the applicable standards of professional conduct
13
then prevailing, would not have a conflict of interest in representing either the Association or the claimant in an action to determine the claimants rights under this Article VIII.
Any notice, request or other communication
required or permitted to be given to the Association under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the Secretary of the Association and shall be effective only upon receipt by the Secretary.
Notwithstanding any other provision of this
Article VIII, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent
with the requirements of 12 USC 1828(k) and the associated regulations; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in cases involving an
administrative proceeding or civil action not initiated by a federal banking agency, shall be consistent with safe and sound banking practices.
ARTICLE IX.
AMENDMENTS
These Bylaws, or any of them, may be added to, altered, amended or repealed by the Board at any regular or special meeting of the
Board.
ARTICLE X.
GOVERNING
LAW
This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate
governance procedures, to the extent not inconsistent with Federal banking statutes and regulations.
October 20, 2014
14
Exhibit 6
CONSENT
In accordance
with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: November 6, 2014
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By: |
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/s/ Donald T. Hurrelbrink |
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Donald T. Hurrelbrink |
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Vice President |
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15
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2014
($000s)
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9/30/2014 |
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Assets |
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Cash and Balances Due From Depository Institutions |
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$ |
6,169,498 |
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Securities |
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96,412,984 |
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Federal Funds |
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61,856 |
|
Loans & Lease Financing Receivables |
|
|
244,220,646 |
|
Fixed Assets |
|
|
4,101,858 |
|
Intangible Assets |
|
|
13,291,012 |
|
Other Assets |
|
|
22,775,893 |
|
|
|
|
|
|
Total Assets |
|
$ |
387,033,747 |
|
|
|
Liabilities |
|
|
|
|
Deposits |
|
$ |
284,226,575 |
|
Fed Funds |
|
|
1,282,645 |
|
Treasury Demand Notes |
|
|
0 |
|
Trading Liabilities |
|
|
565,781 |
|
Other Borrowed Money |
|
|
42,642,374 |
|
Acceptances |
|
|
0 |
|
Subordinated Notes and Debentures |
|
|
5,023,000 |
|
Other Liabilities |
|
|
12,043,509 |
|
|
|
|
|
|
Total Liabilities |
|
$ |
345,783,884 |
|
|
|
Equity |
|
|
|
|
Common and Preferred Stock |
|
|
18,200 |
|
Surplus |
|
|
14,266,407 |
|
Undivided Profits |
|
|
26,110,078 |
|
Minority Interest in Subsidiaries |
|
$ |
855,178 |
|
|
|
|
|
|
Total Equity Capital |
|
$ |
41,249,863 |
|
|
|
Total Liabilities and Equity Capital |
|
$ |
387,033,747 |
|
16
William Lyon Homes (NYSE:WLH)
Historical Stock Chart
From Jul 2024 to Aug 2024
William Lyon Homes (NYSE:WLH)
Historical Stock Chart
From Aug 2023 to Aug 2024