8-K

U.S. 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 9, 2015

SHEA HOMES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

CALIFORNIA	333-177328	95-4240219
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

655 Brea Canyon Road, Walnut, California 91789

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (909) 594-9500

Not Applicable

(Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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))

Item 7.01. Regulation FD Disclosure

On March 9, 2015, Shea Homes Limited Partnership (the “Company”) and Shea Homes Funding Corp. commenced an offering of $750,000,000 aggregate principal amount of Senior Notes due 2023 and Senior Notes due 2025 (together, the “Notes”). The Notes will not be secured and will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 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 applicable state laws.

The Company intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of the $750 million outstanding principal amount of the Company’s 8.625% Senior Secured Notes due 2019 (the “Outstanding Senior Secured Notes”) in the Tender Offer (discussed below) and/or to redeem any and all of the outstanding senior secured notes that have not been accepted and paid for in the Tender Offer and to pay related expenses.

In addition, the Company announced that it has obtained commitments for a new three-year $175 million unsecured revolving credit facility that we intend to enter into concurrently with the closing of the Notes Offering (the “New Revolving Facility”). The New Revolving Facility will replace the Company’s existing $125.0 million secured revolving credit facility.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 8.01 Other Events.

On March 9, 2015, the Company announced the commencement of a cash tender offer (the “Tender Offer”) for any and all of the Outstanding Senior Secured Notes (CUSIP/ISIN No. 82088KAB4/ US82088KAB44). In conjunction with the Tender Offer, the Company is soliciting consents to eliminate most of the covenants, certain events of default applicable to the Notes and certain other provisions contained in the indenture governing the Outstanding Senior Secured Notes. A copy of the press release announcing the Tender Offer and consent solicitation, and which describes the Tender Offer and consent solicitation in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated March 9, 2015

This Current Report on Form 8-K contains forward-looking statements and information relating to the Company and its subsidiaries, which are based on the beliefs of, as well as assumptions made by, and information currently available to, our management. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “anticipate,” “appear” and “project” and similar expressions, as they relate to the Company and its subsidiaries are intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company’s and its subsidiaries’ control and are difficult to forecast and that may cause actual results to differ materially from those that may be described or implied. Such factors include but are not limited to: changes in employment levels; changes in the availability of financing for homebuyers; changes in interest rates; changes in consumer confidence; changes in levels of new and existing homes for sale; changes in demographic trends; changes in housing demand; changes in home prices; elimination or reduction of the tax benefits associated with owning a home; litigation risks associated with home warranty and construction defect and other claims; and various other factors, both referenced and not referenced above, and included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from those described as anticipated, believed, estimated, expected, intended, planned or projected. Except as required by law, the Company and its subsidiaries neither intend nor assume any obligation to revise or update these forward-looking statements, which speak only as of their dates. Shea Homes the Company and its subsidiaries nonetheless reserve 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 Current Report on Form 8-K. 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.

SIGNATURES

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

SHEA HOMES LIMITED PARTNERSHIP

By: /s/    Andrew H. Parnes

Name:	Andrew H. Parnes
Title:	Chief Financial Officer

Date: March 9, 2015

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated March 9, 2015

EX-99.1

Exhibit 99.1

Shea Homes Limited Partnership and Shea Homes Funding Corp. Announce Tender Offer and Consent Solicitation for Any and All of Its Outstanding 8.625% Notes due 2019

Immediate Release

For Information Contact:

Andrew Parnes

(909) 594-0954

Walnut, Calif., March 9, 2015

Shea Homes Limited Partnership (the “Company”) and Shea Homes Funding Corp. (the “Funding Corp.” and, together with the Company, the “Issuers”) announced today they have commenced a cash tender offer for any and all of the $750 million outstanding principal amount of their 8.625% Senior Secured Notes due 2019 (the “Notes”). In connection with the Tender Offer, the Issuers are also soliciting consents for certain amendments to the indenture (the “Indenture”) governing the Notes (the “Consent Solicitation”). The Tender Offer and the Consent Solicitation are being made upon the terms and subject to the conditions described in the Company’s Offer to Purchase and Consent Solicitation Statement dated March 9, 2015 (the “Offer to Purchase”) and the related consent and letter of transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on April 3, 2015, unless extended or earlier terminated (the “Expiration Time”).

Holders who validly tender their Notes and provide their consents to the proposed amendments to the Indenture prior to 5:00 p.m., New York City time, on March 20, 2015, unless extended or earlier terminated (the “Consent Payment Deadline”), will be eligible to receive the total consideration offered in the Tender Offer equaling $1,053.07 per $1,000 principal amount of the Notes, which includes a consent payment of $20.00 per $1,000 principal amount of the Notes. Holders who validly tender their Notes after the Consent Payment Deadline, but prior to the Expiration Time, will be eligible to receive the tender offer consideration offered in the Tender Offer, which equals $1,033.07 per $1,000 principal amount of the Notes, but will not be eligible to receive the consent payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest on their purchased Notes up to, but not including, the applicable settlement date for such Notes.

In the Consent Solicitation, the Issuers are soliciting from holders of the Notes consents to proposed amendments to the Indenture, which would eliminate substantially all of the restrictive covenants and certain events of default in the Indenture and amend certain other provisions of the Indenture. Adoption of the proposed amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes (excluding any Notes owned by Issuers or any of their affiliates). Any holder who tenders Notes pursuant

to the Tender Offer must also deliver a consent in respect of such tendered Notes to the proposed amendments. A Holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on March 20, 2015, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Consummation of the Tender Offer and the Consent Solicitation is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including execution of a supplemental indenture effecting the proposed amendments and satisfactory financing arrangements in an amount that, when combined with cash on hand, will be sufficient to fund the purchase of the Notes tendered in the Tender Offer.

The Company has engaged J.P. Morgan to act as the dealer manager and solicitation agent for the Tender Offer and the Consent Solicitation, and D.F. King & Co., Inc. to serve as the tender and information agent for the Tender Offer and the Consent Solicitation.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (866) 388-7535 (toll free) (banks and brokerage firms please call (212) 269-5550). Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to J.P. Morgan at (800) 245-8812 (US toll-free) and (212) 270-1200 (collect).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes. The Tender Offer and the Consent Solicitation are being made solely by the Offer to Purchase and the related consent and letter of transmittal, which sets forth the complete terms and conditions of the Tender Offer and Consent Solicitation.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the securities laws. Forward-looking statements are not guarantees. The Company believes that its expectations reflected in the forward-looking statements are based on its reasonable beliefs, assumptions and expectations, and have taken into account all information currently available to the Company. Such beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Company can give no assurance that any of the events anticipated by its forward-looking statements will occur or, if any of them do, what impact they will have on the Company’s results of operations and financial condition. The Company undertakes no obligation to update or revise its forward-looking statements to reflect events or circumstances that arise after the date of this press release.