ARLINGTON, Va., Dec. 28, 2017 /PRNewswire/ -- CalAtlantic
Group, Inc. (NYSE: CAA) (the "Company") hereby provides notice of
the anticipated Effective Date of a Make-Whole Fundamental Change
pursuant to the terms of (i) the Indenture dated as of June 28, 1996 (the "Base Indenture") between the
Company and The Bank of New York Mellon Trust Company, N.A., as
Trustee (the "Trustee"), as supplemented by the Seventh
Supplemental Indenture dated as of May 16,
2012 (the "Seventh Supplemental Indenture") and the Eleventh
Supplemental Indenture dated as of October
1, 2015, which govern the 1.625% Convertible Senior Notes
Due 2018 (the "2018 Notes"), and (ii) the Base Indenture, as
supplemented by the Ninth Supplemental Indenture dated as of
May 20, 2013 (the "Ninth Supplemental
Indenture") and the Twelfth Supplemental Indenture dated as of
October 1, 2015, which govern the
0.25% Convertible Senior Notes due 2019 (the "2019 Notes").
Each capitalized term used but not defined in this press release
has the meaning given in the Seventh Supplemental Indenture with
respect to the 2018 Notes and the Ninth Supplemental Indenture with
respect to the 2019 Notes, as applicable.
As previously announced, on October 29,
2017, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Lennar Corporation, a
Delaware corporation ("Lennar"),
and Cheetah Cub Group Corp., a newly formed Delaware corporation and a wholly owned
subsidiary of Lennar ("Merger Sub"). Subject to the terms and
conditions of the Merger Agreement, the Company will merge (the
"Merger") with and into Merger Sub, with Merger Sub continuing as
the surviving corporation in the Merger. The completion of
the Merger will constitute a Make-Whole Fundamental Change under
both the Seventh Supplemental Indenture with respect to the 2018
Notes and the Ninth Supplemental Indenture with respect to the 2019
Notes. Pursuant to Section 5.07(a) of each of the Seventh
Supplemental Indenture and the Ninth Supplemental Indenture, the
Company hereby gives notice that the anticipated Effective Date of
the Make-Whole Adjustment Event consisting of the Merger is on or
after February 12,
2018.
About CalAtlantic Group, Inc.
CalAtlantic Group, Inc. (NYSE: CAA), one of the nation's largest
and most respected homebuilders, offers well-crafted homes in
thoughtfully designed communities that meet the desires of
customers across the homebuilding spectrum, from entry level to
luxury, in 41 Metropolitan Statistical Areas spanning 17
states. With a trusted reputation for quality craftsmanship,
an outstanding customer experience and exceptional architectural
design earned over its 50 year history, CalAtlantic Group, Inc.
utilizes its over five decades of land acquisition, development and
homebuilding expertise to acquire and build desirable communities
in locations that meet the high expectations of the company's
homebuyers. Additional information about us is available by
visiting www.calatlantichomes.com.
This press release contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, and may qualify for the safe harbor provided
for in Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include but are not limited to
statements about the expected timing for completing the proposed
merger. Any statements that are not statements of historical
fact (including statements containing the words "expects,"
"intends," "anticipates," "estimates," "predicts," "believes,"
"should," "potential," "may," "forecast," objective," "plan," or
"targets" and other similar expressions) are intended to identify
forward-looking statements. Forward-looking statements are based on
our current expectations or beliefs regarding future events or
circumstances, and you should not place undue reliance on these
statements. Such statements involve known and unknown risks,
uncertainties, assumptions and other factors many of which are out
of the Company's control and difficult to forecast that may cause
actual results to differ materially from those that may be
described or implied. The Company cannot be certain that the
merger will be completed on the timing discussed above, or at
all. For a discussion of certain other risks, uncertainties
and other factors affecting the statements contained in this news
release, see the Company's filings with the Securities and Exchange
Commission, including in the Company's Annual Report on Form 10-K
for the year ended December 31, 2016
and subsequent Quarterly Reports on Form 10-Q. The Company
assumes no, and hereby disclaims any, obligation to update any of
the foregoing or any other forward-looking statements, except as
required by law. The Company nonetheless reserves the right
to make such updates from time to time by press release, periodic
report or other method of public disclosure without the need for
specific reference to this press release. No such update
shall be deemed to indicate that other statements not addressed by
such update remain correct or create an obligation to provide any
other updates.
Contact:
Jeff McCall, EVP & CFO (240)
532-3888, jeff.mccall@calatl.com
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SOURCE CalAtlantic Group, Inc.