Item 8.01.
Other Events
Launch of
Notes Offering
On January 17, 2017, Parent issued a press release announcing that it had commenced a private offering (the
Offering
) to eligible purchasers of $450 million aggregate principal amount of the 2025 Notes through its wholly owned subsidiary, California Lyon. Parent intends to use the net proceeds from the Offering, as well as cash
on hand, to purchase, and to pay for, any and all outstanding 8.5% senior notes due 2020 issued by California Lyon (the
2020 Notes
) pursuant to the Tender Offer (defined below) and the consents to the Proposed Amendments
(defined below). If the Tender Offer is terminated for any reason (other than the termination of the Offering), or if any net proceeds remain after funding the Tender Offer, Parent intends to use the net proceeds of the Offering for the retirement
of any outstanding 2020 Notes, and intends to use any remaining proceeds for general corporate purposes, which may include debt repurchases including pursuant to another tender offer, redemptions or open market purchases of the same or different
series of notes. In accordance with Rule 135c of the Securities Act, a copy of this press release is being filed as Exhibit 99.2 to this report and accordingly, this notice is not intended to and does not constitute an offer to sell nor a
solicitation for an offer to purchase any securities of Parent or of California Lyon.
The 2025 Notes have not been registered under the
Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Launch of Tender Offer
In addition, on
January 17, 2017, Parent issued a press release announcing that it is commencing an offer to purchase for cash any and all of the 2020 Notes through California Lyon (the
Tender Offer
), subject to the terms and
conditions specified in the related offer to purchase and consent solicitation statement dated January 17, 2017 (the
Offer to Purchase
). Parent concurrently announced that it is soliciting consents (the
Consent Solicitation
) through California Lyon from holders of the 2020 Notes to amend the indenture governing the 2020 Notes to eliminate substantially all of the restrictive covenants and certain events of default and
reduce the minimum notice period required for optional redemptions of the 2020 Notes to two business days (the
Proposed Amendments
) on the terms and subject to the conditions set forth in the Offer to Purchase. The Tender
Offer is scheduled to expire at Midnight, New York City time, on February 13, 2017 (the
Expiration Time
), unless extended or earlier terminated. The Consent Solicitation is scheduled to expire at 5:00 P.M., New York
City time, on January 30, 2017 (the
Early Tender Deadline
) unless extended or earlier terminated.
Subject
to the terms and conditions of the Tender Offer, holders who validly tender and do not withdraw their 2020 Notes on or prior the Early Tender Deadline, will be eligible to receive total consideration of $1,046.50 per $1,000 principal amount of 2020
Notes tendered and accepted for payment, which includes an early tender premium of $30.00 with respect to each $1,000 principal amount of 2020 Notes tendered. Holders who validly tender their 2020 Notes after the Early Tender Deadline and at or
prior to the Expiration Time will only be eligible to receive $1,016.50 per $1,000 principal amount of 2020 Notes tendered. Holders who validly tender their 2020 Notes pursuant to the Tender Offer prior to the Early Tender Deadline will be deemed to
have validly delivered consents (the
Consents
) related to such 2020 Notes in the Consent Solicitation.
The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including, among others, Parent and California Lyon having raised net proceeds through the Offering, on reasonably satisfactory terms, sufficient to purchase all of the 2020 Notes validly tendered (and
not validly withdrawn) and accepted for purchase in the Tender Offer and to pay accrued interest and all fees and expenses in connection with the Tender Offer and such financing. The Consent Solicitation is conditional upon the receipt prior to the
Early Tender Deadline of Consents from holders of at least a majority in aggregate principal amount of the 2020 Notes then outstanding and the execution of a supplemental indenture reflecting the proposed amendment to the indenture governing the
2020 Notes. The Offering is not conditioned upon the consummation of the Tender Offer or the Consent Solicitation.
In accordance with
Rule 135c of the Securities Act of 1933, a copy of this press release is being filed as Exhibit 99.3 to this report and accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase
any securities of Parent or of California Lyon.