Empire Communities Corp. Announces the Expiration and Results of Cash Tender Offer for Any and All 7.000% Senior Notes Due 2025
April 24 2024 - 11:24AM
VAUGHAN, ONTARIO April 24, 2024 – Empire Communities Corp.
(“
Empire” or “
Empire Communities”) announced today
that the previously announced cash tender offer (the “
Tender
Offer”) for any and all of its outstanding 7.000% Senior Notes
due 2025 (the “
2025 Notes”) expired at 5:00 p.m., New York
City time, on April 23, 2024 (the “
Expiration Time”).
As of the Expiration Time, $465,997,000, or
98.1%, of the $475 million aggregate principal amount outstanding
of the 2025 Notes had been validly tendered and not validly
withdrawn (not including the $9,003,000 aggregate principal amount
of 2025 Notes tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase, dated as of April
16, 2024 (the “Offer to Purchase”), and the related notice
of guaranteed delivery (together with the Offer to Purchase, the
“Offer Documents”)). Payment for all 2025 Notes validly
tendered and accepted for purchase is expected to be made on April
29, 2024 (the “Settlement Date”).
Certain information regarding the 2025 Notes is set forth in the
table attached.
Holders of the 2025 Notes (“Holders”) who
validly tendered, and did not validly withdraw, their 2025 Notes at
or prior to the Expiration Time, or pursuant to the guaranteed
delivery procedures described in the Offer Documents, will be
eligible to receive in cash the consideration of $1,010.21 for each
$1,000 principal amount of the 2025 Notes validly tendered, and not
validly withdrawn, and accepted for purchase, plus accrued and
unpaid interest on the 2025 Notes validly tendered and accepted for
purchase from December 15, 2023, the last interest payment date, up
to, but excluding, the Settlement Date.
After giving effect to tenders of 2025 Notes
pursuant to the guaranteed delivery procedures described in the
Offer Documents, we may satisfy and discharge the indenture with
respect to the 2025 Notes in accordance with the provisions of such
indenture and redeem at par on December 15, 2024 the 2025 Notes
that remain outstanding following the consummation of the Tender
Offer, or we may leave such 2025 Notes outstanding. The Notes
Consideration (as defined in the Offer to Purchase) exceeds the
redemption price of par on December 15, 2024. Statements of intent
in this press release shall not constitute a notice of redemption
under the indenture governing the 2025 Notes. Any such notice, if
made, will only be made in accordance with the provisions of the
indenture.
J.P. Morgan Securities LLC is acting as the
dealer manager in connection with the Tender Offer, and D.F. King
& Co. is serving as the tender agent and information agent for
the Tender Offer.
This press release shall not constitute an offer
to purchase or a solicitation of an offer to sell any of the 2025
Notes, or any other securities, nor shall there be any offer,
solicitation or purchase of the 2025 Notes in any state or
jurisdiction in which such offer, solicitation or purchase would be
unlawful.
About Empire Communities
Empire Communities is a residential
builder/developer involved in all sectors of the new home building
industry, including both low‐rise and high‐rise built forms.
Celebrating 30 years of building inspiring new places to live,
Empire has an established tradition of creating prestigious
award‐winning new homes, communities and amenities and has earned a
reputation for outstanding attention to detail and customer
service. Since its inception in 1993, Empire has built over 32,000
new homes and condos. Today, Empire is one of North America’s
largest privately held integrated residential homebuilders, with
current communities in Toronto, Southwestern Ontario, Texas,
Georgia, Tennessee, and the Carolinas.
Forward-Looking Statements
The information presented in this press release
includes forward-looking statements and are based on future
expectations, plans and prospects for our business and operations
that involve a number of risks and uncertainties. These statements
often utilize words such as “believes”, “estimates”, “anticipates”,
“expects”, “expected”, “plans”, “intends”, “may”, “will” or
“should” and similar expressions. These forward-looking statements
include statements related to the Tender Offer; the completion of
the purchase of the 2025 Notes; and other matters. These statements
involve risks and uncertainties, and actual results may differ.
These risks and uncertainties include, but are not limited to, our
ability to consummate the Tender Offer and the purchase of the 2025
Notes; and other risks set forth in the Offer Documents.
Empire is not subject to the reporting
requirements of the Securities Exchange Act of 1934. However,
Empire has furnished certain financial and other reports to
Holders. Such report for the fiscal year ended December 31, 2023
contains further information concerning the risks and uncertainties
associated with our business. Holders may obtain a copy of such
report from the information agent.
Our actual results and financial condition may
differ materially from those indicated in the forward-looking
statements. The forward-looking statements in this press release
are made as of the date hereof, and Empire does not undertake any
obligation to update the forward-looking statements as a result of
new information, future events or otherwise, except as otherwise
required by law.
- Certain Information and Results for the 2025 Notes
Rami Jurdi
Empire Communities
+ 1 (905) 307-8102, 1265
rjurdi@empirecommunities.com