AV Homes, Inc. Announces Commencement of Cash Tender Offer
2017年5月1日 - 7:25PM
AV Homes, Inc. (NASDAQ:AVHI) (“AV Homes” or the “Company”) today
announced that it has commenced a cash tender offer (the “Tender
Offer”) for any and all of its outstanding 8.500% Senior Notes due
2019 (CUSIP No. 00234P AE2) (the “Notes”). As of the date of this
press release, there is approximately $200 million in aggregate
principal amount of the Notes outstanding.
The Tender Offer is scheduled to expire at 11:59 p.m. New York
City time, on May 26, 2017, unless extended or earlier
terminated by the Company (the “Expiration Date”).
Holders validly tendering and not withdrawing their Notes on or
prior to 5:00 p.m., New York City time, on May 17, 2017,
unless extended or earlier terminated by the Company (the “Early
Tender Date”), will be eligible to receive total consideration of
$1,038.87 per $1,000 principal amount of Notes tendered, which
includes an early tender payment of $6.99 per $1,000 principal
amount of Notes tendered (the “Early Tender Payment”). Holders
validly tendering after the Early Tender Date but on or prior to
the Expiration Date will only be eligible to receive the tender
offer consideration of $1,031.88 per $1,000 principal amount of
Notes tendered. Holders whose Notes are accepted for purchase also
will be paid accrued and unpaid interest up to, but not including,
the date of payment for the Notes. Tendered Notes may be withdrawn
at any time on or prior to the Early Tender Date. Other than as
required by applicable law, tendered Notes may not be withdrawn
after the Early Tender Date.
The Company’s obligation to purchase Notes under the Tender
Offer is subject to certain conditions, including, without
limitation, the completion of the Company’s concurrent offering of
senior unsecured notes on terms and the receipt of net proceeds
therefrom, in each case, reasonably satisfactory to the Company
(collectively, the “Conditions”). The terms of the Tender Offer are
described in the Company’s Offer to Purchase dated May 1, 2017
(the “Offer to Purchase”).
The initial settlement is expected to occur promptly following
the Early Tender Date and satisfaction of the Conditions, on or
about May 18, 2017. The final settlement will be promptly
after the Expiration Date, and is expected to be on May 30,
2017.
The Company has engaged J.P. Morgan Securities LLC to act as the
dealer manager in connection with the Tender Offer. Questions
regarding the Tender Offer may be directed to J.P. Morgan
Securities LLC at (212) 834-4811 (collect) or (866) 834-4666 (US
toll-free). Requests for documentation may be directed to D.F. King
& Co., Inc., at (800) 622-1649 (US toll-free) or (212) 269-5550
(for bankers and brokers) or via email to avhomes@dfking.com.
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to purchase any
securities, including any senior unsecured notes of the Company.
The senior unsecured notes subject to the concurrent offering have
not been registered under the Securities Act or the securities laws
of any other jurisdiction and may not be offered or sold in the
United States absent registration or an applicable exemption from
such registration requirements. The Tender Offer is being
made solely pursuant to the Offer to Purchase, which sets forth the
complete terms of the Tender Offer.
ABOUT AV HOMES
AV Homes is a homebuilder engaged in the business of
homebuilding and community development in Florida, the Carolinas
and Arizona. Its principal operations are conducted near
Jacksonville and Orlando, Florida, Phoenix, Arizona and Raleigh and
Charlotte, North Carolina. The Company focuses on the development
and construction of (i) primary residential communities, which
serve first time and move-up buyers, and (ii) active adult
communities, which are age-restricted to the age 55 and over active
adult demographic. AV Homes common shares trade on NASDAQ under the
symbol AVHI.
FORWARD-LOOKING STATEMENTS
This press release may be deemed to contain forward-looking
statements, which are subject to change. These forward-looking
statements may be significantly impacted, either positively or
negatively by various factors, including without limitation,
licensing, and other regulatory approvals, financing sources,
development and construction activities, costs and delays, weather,
permits, competition and business conditions in the gaming
industry. The forward-looking statements are subject to numerous
risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements
herein.
Additional information concerning potential factors that could
affect the Company’s financial condition, results of operations and
expansion projects, is included in the filings of the Company with
the Securities and Exchange Commission, including, but not limited
to, its Form 10-K for the most recently ended fiscal year.
Investor Contact:
Mike Burnett
EVP, Chief Financial Officer
480-214-7408
m.burnett@avhomesinc.com
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