PennyP1cker
7年前
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--William Lyon Homes (the “Company” or “William Lyon Homes”) (NYSE: WLH), a leading homebuilder in the Western U.S., today announced that it has entered into a definitive agreement to acquire RSI Communities (“RSI”), a Southern California and Texas based homebuilder, and three additional related real estate assets for an aggregate cash purchase price of approximately $460 million. The transaction marks the Company’s entry into Texas and is expected to close in the first quarter of 2018, subject to the satisfaction of certain closing conditions.
RSI Communities has operated in the Inland Empire of Southern California and the Austin and San Antonio, Texas markets since being founded by Newport Beach based entrepreneur and building products veteran, Ron Simon, and 30-year homebuilding veteran, Todd Palmaer. As of December 31, 2017, RSI owned or controlled 11,128 lots, including 6,895 in Austin, Texas, 1,060 in San Antonio, Texas and 3,173 in the Inland Empire, California. RSI primarily targets the entry level and first time buyer segments.
Comments:
$42,000 per lot purchase price, approx. I like the Inland Empire exposure but I'm not as excited about the high price for the Austin and San Antonio lots. Overall, I'd say it's good news...the new normal of high lot prices.
stocktrademan
9年前
$WLH recent news/filings
bullish
long term
http://lyonhomes.com/investors/
## source: finance.yahoo.com
Fri, 11 Sep 2015 10:05:52 GMT ~ WILLIAM LYON HOMES Files SEC form 8-K, Other Events, Financial Statements and Exhibits
read full: http://biz.yahoo.com/e/150911/wlh8-k.html
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Fri, 11 Sep 2015 07:59:00 GMT ~ 3:59 am William Lyon Homes prices offering of $50 million in aggregate principal amount of 7.00% senior notes due 2022
read full: http://finance.yahoo.com/news/inplay-briefing-com-055139997.html#wlh
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Fri, 11 Sep 2015 00:06:14 GMT ~ William Lyon Homes Announces Pricing of Tack-On Offering of 7.00% Senior Notes due 2022
[at noodls] - Offering priced at 102% to yield 6.412% NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Sep. 10, 2015-- William Lyon Homes (NYSE: WLH) (the 'Company') announced today that it has priced a private offering of $50 ...
read full: http://www.noodls.com/view/364ED7E2C31F5F7C55CC60D92EBE39E60DA6E144
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Thu, 10 Sep 2015 23:57:00 GMT ~ William Lyon Homes Announces Pricing of Tack-On Offering of 7.00% Senior Notes due 2022
[Business Wire] - William Lyon Homes announced today that it has priced a private offering of $50 million in aggregate principal amount of 7.00% senior notes due 2022 through its wholly owned subsidiary, William Lyon Homes, Inc., in a tack-on offering.
read full: http://finance.yahoo.com/news/william-lyon-homes-announces-pricing-235700043.html
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Thu, 10 Sep 2015 14:30:16 GMT ~ Americans losing confidence in the economy: Fannie Mae
read full: http://finance.yahoo.com/news/americans-losing-confidence-in-the-economy--fannie-mae-143018376.html
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$WLH charts
basic chart ## source: stockcharts.com
basic chart ## source: stockscores.com
big daily chart ## source: stockcharts.com
big weekly chart ## source: stockcharts.com
$WLH company information
## source: otcmarkets.com
Link: http://www.otcmarkets.com/stock/WLH/company-info
Ticker: $WLH
OTC Market Place: Not Available
CIK code: 0001095996
Company name: Lyon William Homes
Incorporated In: DE, USA
Business Description:
$WLH share structure
## source: otcmarkets.com
Market Value: Not Available
Shares Outstanding: Not Available
Float: Not Available
Authorized Shares: Not Available
Par Value: Not Available
$WLH extra dd links
Company name: Lyon William Homes
## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/WLH/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/WLH/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=WLH+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=WLH+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=WLH+Industry
## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/WLH/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/news - http://finance.yahoo.com/q/h?s=WLH+Headlines
## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/WLH/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/WLH/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/WLH/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/WLH/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/WLH/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/WLH/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/WLH/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=WLH+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/WLH
DTCC (dtcc.com): http://search2.dtcc.com/?q=Lyon+William+Homes&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Lyon+William+Homes
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Lyon+William+Homes&x=0&y=0
## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/WLH/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/WLH
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/WLH/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/WLH/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/WLH/sec-filings
Edgar filings (sec.gov): http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001095996&owner=exclude&count=40
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/WLH/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/WLH/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=WLH&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=WLH
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=WLH+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=WLH+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=WLH
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=WLH
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=WLH+Cash+Flow&annual
## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/WLH/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=WLH+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/WLH.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=WLH
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/WLH/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/WLH/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/WLH/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/WLH/insider-transactions
## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/WLH
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/WLH
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/WLH:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=WLH
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=WLH
$WLH DD Notes ~ http://www.ddnotesmaker.com/WLH
johnsyn
11年前
Interest rate worries dampen homebuilder UCP's market debut
Print
10:25 AM 7/18/2013 - Reuters
July 18 (Reuters) - Shares of Homebuilder UCP Inc got a cold reception in their market debut as investors worried about the impact of rising mortgage rates on the rebounding housing market.
The company's shares, which were priced at the lower end of the expected range of $15-$17, fell 3 percent to $14.55 in morning trading on the New York Stock Exchange.
Mortgage rates have been rising since May and touched their highest in two years in the first week of July, hurting housing demand.
The Commerce Department said on Wednesday housing starts in June dropped 9.9 percent to its lowest level since August last year.
Some of the homebuilder stocks that got listed recently have also pared their initial gains.
Tri Pointe Homes Inc and William Lyon Homes, which debuted in January and May respectively, are now trading below their offer prices. Taylor Morrison Home Corp's gains since its April debut have been contained to 14 percent.
The Dow Jones U.S. Select Home Construction Index has lost about 15 percent since May after rising about 78 percent in 2012.
The lackluster performance of housing stocks may affect other similar offerings in the pipeline.
WCI Communities Inc, which builds homes in coastal Florida, is poised to raise as much as $222.4 million in an IPO next week. Another builder, New Home Company Inc, filed last month to raise up to $172.5 million from its offering.
UCP, acquired by diversified holding company PICO Holdings Inc in 2008, operates in Northern California and Washington.
The company reported revenue of $11.8 million for the three months ended March 31. UCP has a portfolio of 48 communities in 17 cities in Northern California and the Puget Sound area of Washington State.
The builder, which plans to use the proceeds for investment, listed Citigroup, Deutsche Bank and Zelman Partners LLC as lead underwriters.
johnsyn
11年前
William Lyon Homes Announces Second Quarter 2013 Earnings Release and Conference Call
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Jul. 18, 2013-- William Lyon Homes (the “Company”) (NYSE: WLH) announced that it will release second quarter 2013 financial results on Thursday, August 8, 2013, before the market opens.
In addition, the Company will host a conference call to discuss these results on Thursday, August 8, 2013 at 9:00 a.m. Pacific Time. The call will be available via both the telephone at (866) 804-6929 or (857) 350-1675, passcode # 48461466, or through the Company’s website at www.lyonhomes.com in the Investor Relations section of the site.
A replay of the call will be available through September 5, 2013 by dialing (888) 286-8010 or (617) 801-6888, passcode # 49626672. A webcast replay of the call will also be available on the Company’s website approximately two hours after broadcast.
About William Lyon Homes
Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada and Colorado. Its core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas, Denver and Fort Collins. The Company has a distinguished legacy of more than 55 years of homebuilding operations, over which time it has sold in excess of 75,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Colorado, where the Company operates under the Village Homes brand.
Source: William Lyon Homes
for William Lyon Homes
Investor Relations
Lisa Mueller, 310-478-2700 x21
lmueller@finprofiles.com
johnsyn
12年前
William Lyon Homes Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Over-Allotment Option
4:17 PM 5/21/2013 - Business Wire
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--May. 21, 2013-- William Lyon Homes (the “Company”) (NYSE: WLH) today announced that in connection with its initial public offering, the underwriters have exercised in full their option to purchase an additional 1,305,000 shares of the Company’s Class A Common Stock, including 652,500 from the Company and 652,500 from the selling stockholder, to cover over-allotments. As a result, the total initial public offering size was 10,005,000 shares of Class A Common Stock, which consisted of 7,177,500 shares sold by the Company and 2,827,500 shares sold by the selling stockholder. The 10,005,000 shares in the offering were sold at a price to the public of $25.00 per share, and the closing of the offering for all such shares took place on May 21, 2013. Giving effect to the exercise of the underwriters’ over-allotment option, the Company raised total net proceeds of approximately $165.0 million in the offering, after deducting the underwriting discount and estimated offering expenses. The Company did not receive any proceeds from the sale of shares by the selling stockholder.
In connection with the offering, the Company completed a common stock recapitalization which included a 1-for-8.25 reverse stock split of its Class A Common Stock (the “Class A Reverse Split”), the conversion of all outstanding shares of the Company’s Class C Common Stock, Class D Common Stock and Convertible Preferred Stock into Class A Common Stock on a one-for-one basis and as automatically adjusted for the Class A Reverse Split, and a 1-for-8.25 reverse stock split of its Class B Common Stock. Upon completion of the offering, the Company had 27,623,629 shares of Class A Common Stock outstanding, excluding shares issuable upon exercise of outstanding stock options, and 3,813,885 shares of Class B Common Stock outstanding, excluding shares underlying a warrant to purchase additional shares of Class B Common Stock. The outstanding shares of the Company’s Class A Common Stock began trading on the New York Stock Exchange under the ticker symbol “WLH” on May 16, 2013.
Credit Suisse, Citigroup and J.P. Morgan acted as joint book-running managers for the offering, and Zelman Partners LLC, Houlihan Lokey and Comerica Securities acted as co-managers for the offering.
A registration statement relating to the shares of the Company’s Class A Common Stock has been filed with, and declared effective by, the Securities and Exchange Commission. A copy of the final prospectus related to the offering may be obtained by contacting: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, or by telephone at (800) 221-1037 or by email at newyork.prospectus@credit-suisse.com. Copies may also be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146 or by email at BATProspectusdept@citi.com. Copies may also be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
johnsyn
12年前
William Lyon Homes Announces IPO Pricing at $25.00 Per Share
WILLIAM LYON HOMES (NYSE:WLH)
Today : Thursday 16 May 2013
William Lyon Homes (the “Company”) (NYSE:WLH) today announced the pricing of its initial public offering of 8,700,000 shares of the Company’s Class A Common Stock at a price to the public of $25.00 per share. The outstanding shares of the Company’s Class A Common Stock are expected to begin trading on the New York Stock Exchange under the ticker symbol “WLH” on Thursday, May 16, 2013. A total of 6,525,000 shares are being offered by the Company, and a total of 2,175,000 shares are being offered by a selling stockholder. The Company and the selling stockholder have also granted the underwriters a 30-day option to purchase up to an aggregate of 1,305,000 shares of the Company’s Class A Common Stock, including 652,500 additional shares from the Company and 652,500 additional shares from the selling stockholder, on the same terms and conditions.
Total net proceeds to the Company from the offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $149.9 million. The Company intends to use the net proceeds from the offering for growth capital, including the acquisition of land currently under contract or non-binding letters of intent, and for general corporate purposes. The Company will not receive any proceeds from the sale of shares by the selling stockholder.
Credit Suisse, Citigroup and J.P. Morgan acted as joint book-running managers for the offering, and Zelman Partners LLC, Houlihan Lokey and Comerica Securities acted as co-managers for the offering.
A registration statement relating to the shares of the Company’s Class A Common Stock has been filed with, and declared effective by, the Securities and Exchange Commission. The offering of these securities is being made only by means of a written prospectus forming a part of the effective registration statement. When available, a copy of the final prospectus related to the offering may be obtained by contacting: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, or by telephone at (800) 221-1037 or by email at newyork.prospectus@credit-suisse.com. Copies may also be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146 or by email at BATProspectusdept@citi.com. Copies may also be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About William Lyon Homes
Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada and Colorado. Its core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas and Denver. The Company has a distinguished legacy of more than 55 years of homebuilding operations, over which time it has sold in excess of 75,000 homes. The Company markets and sells it homes under the William Lyon Homes brand in all of its markets except for in Colorado, where the Company operates under the Village Homes brand.
Forward-Looking Statements
Certain statements contained in this release that are not historical information contain forward-looking statements. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others, worsening in general economic conditions either nationally or in regions in which the Company operates, worsening in markets for residential housing, the Company’s ability to acquire land at reasonable prices, changes in home mortgage interest rates or limitations on the availability of mortgage financing, difficulty in obtaining sufficient capital for completion of projects, increases in the Company’s cancellation rate, a decrease in the value of the Company’s land inventory, competition in the homebuilding industry, any construction defect, soil subsidence and building-related and other claims asserted against the Company, inability to obtain suitable bonding for the development of the Company’s communities, changes in prices of homebuilding materials, labor shortages, adverse weather conditions, the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements, changes in governmental laws and regulations, inability to comply with financial and other covenants under the Company’s debt instruments, whether the Company is able to refinance the outstanding balances of its debt obligations at their maturity, the Company’s ability to use its deferred tax assets and the timing of receipt of regulatory approvals and the opening of projects. These factors are discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in the Company’s registration statement.
You should keep in mind that any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.
johnsyn
12年前
Maybe see action today, Investor's Alley sent out daily e-mail, but at least the IPO getting good notice
These 3 IPOs could spark a new rally
By Tim Melvin
Monday, May 13, 2013
Click here for this great offer for Investors Alley subscriber On the upcoming IPO calendar in May 2013 are three companies representing how a sector's recovery can create new profit winners.
Typically investors don't trust any company in a distressed sector, even if that company's fundamentals are strong. This makes it extremely difficult for companies in that sector to raise capital, recover, and grow.
For several years now this has been the case with industries and companies tied to the residential real estate market.
Housing prices have been in a virtual free fall since late 2007. Very few analysts feel comfortable declaring a market bottom.
This has made it almost impossible - until recently - for homebuilders to raise additional capital through IPOs.
The weak market also disrupted banks and financial institutions that fund homebuilding and buying.
But things are finally changing.
Large institutional investors are becoming more comfortable with the housing market and we see that the IPO calendar has two banks and a homebuilder coming to the marketplace in the next week.
This could be very good news for IPO investors as the first deals in the space tend to be among the best performing as a sector recovers and comes back into favor on Wall Street. Those who are coming to the market first could be market leaders as the rally gains momentum.
More good news for investors is that the recovery in the housing and banking markets is just starting to take hold. As faith continues to build in these industries, we will see more IPOs of related companies.
IPO Calendar 2013: NBCB, TSC, WLH
On Friday we will see two banks make their trading debuts.
First NBC Bank (Nasdaq: NBCB) is a New Orleans-based bank with 31 branches and $2.7 billion in assets. The bank serves the New Orleans and Mississippi Gulf Coast markets. Management believes there is a strong market for financial institutions based in their marketplace with local decision making ability to serve the small to mid-size business and high net worth individual marketplace.
Since its founding in 2006, the bank has done five acquisitions of smaller local banks including one FDIC assisted transaction on very favorable terms. First NBC Bank is now the largest bank holding company in the New Orleans market.
The bank is offering 4.2 million shares between $22 and $26 per share. The offering is being managed by Sandler O'Neil and Keefe, Bruyette & Woods.
Friday will also see the IPO of Tristate Capital Holdings Inc. (Nasdaq: TSC), a bank holding company based in Pittsburgh, PA. The bank has $2.1 billion of assets all obtained though organic growth. The bank was also formed to serve the middle market business and high net worth individuals.
Management believes that they can achieve significant growth and operating performance by adapting their products and services to fit this niche market - more growth than could be achieved in a traditional bank branch network. They use a branchless model where all operating activities such as underwriting, credit administration and deposit operations are handled at the headquarters office and representative offices are used for marketing and sales purposes. They also provide loan products to high net worth individual using a network of broker dealers, wealth managers, family offices and trust companies.
The bank is also looking to acquire or invest in a wealth management company to better serve that segment of the market.
Stephens and Keefe, Bruyette & Woods are managing the offering and will sell 5.7 million shares between $10.50 and $12.50 per share.
On Thursday, May 16 we will see a California-based homebuilder make its debut offering.
William Lyon Homes (NYSE: WLH) is one of the largest homebuilders in the Western United Sates and has operation in California, Arizona, Colorado and Nevada. In the markets where it operates, the company is one of the leading builders in terms of market share.
It is well positioned to benefit from a sustained housing recovery with a substantial inventory of more than 13,000 building lots. The company is gaining momentum as the housing recovery takes hold with five consecutive quarterly increases in new orders, closing and backlog of homes. The company also reported that increased demand has caused a substantial increase in the average selling price of its homes under contract.
As the housing recovery gains strength, William Lyon should see strong revenue and profit growth. The co-managers of the offering are Credit Suisse, JPMorgan and Citigroup. The company will offer 8.7 million shares between $22 and $24 per share.
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sunny9
12年前
Do you see anything here.... Between the lines?
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 6, 2013, in connection with the proposed initial public offering of shares of the Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of William Lyon Homes (the “Company”), as described in the Form S-1 Registration Statement (File No. 333-187819) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 9, 2013, as amended (the “Registration Statement”), the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware, thereby giving effect to the Certificate of Amendment as of May 6, 2013. The Certificate of Amendment amends the Charter (i) to effect a 1-for-8.25 reverse stock split of the Company’s Class A Common Stock (the “Class A Reverse Stock Split”) to be effective upon pricing of a Qualified IPO (as defined in the Charter) and (ii) to change the definition of “Public Equity Conversion Event” under the Charter, in part, to clarify that a Public Equity Conversion Event shall be deemed to occur upon the time immediately prior to the closing of a Qualified IPO, as opposed to upon closing of a Qualified IPO as provided in the Charter prior to such amendment. Accordingly, and as described in the Registration Statement, under the terms of the Charter as amended to give effect to the Certificate of Amendment, the Class A Reverse Stock Split will occur upon the pricing of a Qualified IPO, and immediately prior to closing of a Qualified IPO, the outstanding shares of the Company’s Class C Common Stock, par value $0.01 per share, Class D Common Stock, par value $0.01 per share, and Convertible Preferred Stock, par value $0.01 per share, shall automatically convert into shares of Class A Common Stock (on a one-for-one basis and as automatically adjusted for the Class A Reverse Stock Split).
The description contained herein of the changes effected by the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to the Amendment No. 1 to the Registration Statement, filed with the Commission on May 6, 2013 as Exhibit 3.5(a), and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is incorporated by reference:
Exhibit No.
Description
3.5(a) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of William Lyon Homes (incorporated by reference to Exhibit 3.5(a) of the Company’s Amendment No. 1 to Form S-1 Registration Statement filed May 6, 2013 (File No. 333-187819)).
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