Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 6, 2018

WILLIAM LYON HOMES

(Exact name of registrant as specified in charter)

Delaware

001-31625

33-0864902

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4695 MacArthur Court, 8 ^th Floor

Newport Beach, California 92660

(Address of principal executive offices and zip code)

(949) 833-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On March 6, 2018, William Lyon Homes, a Delaware corporation (“ Parent ”), issued a press release announcing that it had priced its private offering (the “ Offering ”) to eligible purchasers of $350.0 million aggregate principal amount of 6.00% senior notes due September 1, 2023 (the “ 2023 Notes ”) through its wholly owned subsidiary, William Lyon Homes, Inc., a California corporation (“ California Lyon ”). Parent intends to use the net proceeds from the Offering (i) together with approximately $200.0 million in cash generated from certain land banking arrangements and cash on hand, to finance its previously announced acquisition of RSI Communities LLC and certain additional related real estate assets, and to pay related fees and expenses and (ii) to repay all of California Lyon’s $150.0 million outstanding in aggregate principal amount of the 5.75% Senior Notes due 2019. In accordance with Rule 135c of the Securities Act of 1933, as amended (the “ Securities Act ”), a copy of this press release is being filed as Exhibit 99.1 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 2023 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.

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits:


Exhibit No.		Description

99.1		Press Release dated March 6, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: March 6, 2018