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): May 1, 2017
AV Homes, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-07395 | 23-1739078 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 8601 N. Scottsdale Rd. Suite 225, Scottsdale, Arizona |
85253 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (480) 214-7400
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:
| ☐ | 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 Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b 2).
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. |
Tender Offer
On May 1, 2017, AV Homes, Inc. (the “Company”) issued a press release announcing a tender offer for certain outstanding senior notes of the Company. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Offering of Senior Notes
On May 1, 2017, the Company issued a press release announcing that it had commenced a private offering to eligible purchasers of $300 million aggregate principal amount of senior notes due 2022 (the “Notes”). In accordance with Rule 135(c) of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is being filed as Exhibit 99.2 to this report. 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 the Company.
The Notes and related guarantees 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.
Unsecured Credit Facility
As of May 1, 2017, lead arrangers had received commitments from financial institutions to a new senior unsecured revolving credit facility in an aggregate amount of $155 million, subject to satisfactory documentation and certain other conditions. The unsecured revolving credit facility would replace and refinance any outstanding indebtedness under our existing senior secured revolving credit facility. The unsecured revolving credit facility would mature on July 28, 2020, would continue to be guaranteed by certain of our subsidiaries and would include an accordion feature to allow for increases in incremental commitments up to an aggregate facility amount of $250 million. The closing of the unsecured revolving credit facility is uncertain and will be subject to various closing conditions and documentation satisfactory to the lenders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 1, 2017 | |
| 99.2 | Press Release dated May 1, 2017 | |
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.
| AV Homes, Inc. | ||||||||
| May 1, 2017 | By: | /s/ Roger A. Cregg | ||||||
| Name: | Roger A. Cregg | |||||||
| Title: | Director, President, and Chief Executive Officer | |||||||
| (Principal Executive Officer) | ||||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 1, 2017 | |
| 99.2 | Press Release dated May 1, 2017 | |
Exhibit 99.1
AV Homes, Inc.
Announces Commencement of Cash Tender Offer
Scottsdale, AZ (May 1, 2017) — AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes” or the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.500% Senior Notes due 2019 (CUSIP No. 00234P AE2) (the “Notes”). As of the date of this press release, there is approximately $200 million in aggregate principal amount of the Notes outstanding.
The Tender Offer is scheduled to expire at 11:59 p.m. New York City time, on May 26, 2017, unless extended or earlier terminated by the Company (the “Expiration Date”).
Holders validly tendering and not withdrawing their Notes on or prior to 5:00 p.m., New York City time, on May 17, 2017, unless extended or earlier terminated by the Company (the “Early Tender Date”), will be eligible to receive total consideration of $1,038.87 per $1,000 principal amount of Notes tendered, which includes an early tender payment of $6.99 per $1,000 principal amount of Notes tendered (the “Early Tender Payment”). Holders validly tendering after the Early Tender Date but on or prior to the Expiration Date will only be eligible to receive the tender offer consideration of $1,031.88 per $1,000 principal amount of Notes tendered. Holders whose Notes are accepted for purchase also will be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes. Tendered Notes may be withdrawn at any time on or prior to the Early Tender Date. Other than as required by applicable law, tendered Notes may not be withdrawn after the Early Tender Date.
The Company’s obligation to purchase Notes under the Tender Offer is subject to certain conditions, including, without limitation, the completion of the Company’s concurrent offering of senior unsecured notes on terms and the receipt of net proceeds therefrom, in each case, reasonably satisfactory to the Company (collectively, the “Conditions”). The terms of the Tender Offer are described in the Company’s Offer to Purchase dated May 1, 2017 (the “Offer to Purchase”).
The initial settlement is expected to occur promptly following the Early Tender Date and satisfaction of the Conditions, on or about May 18, 2017. The final settlement will be promptly after the Expiration Date, and is expected to be on May 30, 2017.
The Company has engaged J.P. Morgan Securities LLC to act as the dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (212) 834-4811 (collect) or (866) 834-4666 (US toll-free). Requests for documentation may be directed to D.F. King & Co., Inc., at (800) 622-1649 (US toll-free) or (212) 269-5550 (for bankers and brokers) or via email to avhomes@dfking.com.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any securities, including any senior unsecured notes of the Company. The senior unsecured notes subject to the concurrent offering have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Tender Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Tender Offer.
ABOUT AV HOMES
AV Homes is a homebuilder engaged in the business of homebuilding and community development in Florida, the Carolinas and Arizona. Its principal operations are conducted near Jacksonville and Orlando, Florida, Phoenix, Arizona and Raleigh and Charlotte, North Carolina. The Company focuses on the development and construction of (i) primary residential communities, which serve first time and move-up buyers, and (ii) active adult communities, which are age-restricted to the age 55 and over active adult demographic. AV Homes common shares trade on NASDAQ under the symbol AVHI.
FORWARD-LOOKING STATEMENTS
This press release may be deemed to contain forward-looking statements, which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, weather, permits, competition and business conditions in the gaming industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.
Additional information concerning potential factors that could affect the Company’s financial condition, results of operations and expansion projects, is included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, its Form 10-K for the most recently ended fiscal year.
Investor Contact:
Mike Burnett
EVP, Chief Financial Officer
480-214-7408
m.burnett@avhomesinc.com
2
Exhibit 99.2
AV Homes Announces Proposed Offering of
$300 Million in Senior Notes
Scottsdale, AZ (May 1, 2017) – AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes” or the “Company”) announced today that it intends to offer, subject to market and certain other conditions, $300 million in aggregate principal amount of senior notes due 2022 (the “notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be senior unsecured obligations of the Company.
The Company intends to use the proceeds from this offering (i) to fund the repurchase or redemption of any and all of the $200 million in outstanding 8.50% Senior Notes due 2019, (ii) to pay amounts currently outstanding under the Company’s revolving credit facility, totaling approximately $30 million and (iii) for general corporate purposes, which may include the financing of acquisitions.
The notes and related guarantees will be offered and sold to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act.
About AV Homes
AV Homes is a homebuilder engaged in the business of homebuilding and community development in Florida, the Carolinas and Arizona. Its principal operations are conducted near Jacksonville and Orlando, Florida, Phoenix, Arizona and Raleigh and Charlotte, North Carolina. The Company focuses on the development and construction of (i) primary residential communities, which serve first time and move-up buyers, and (ii) active adult communities, which are age-restricted to the age 55 and over active adult demographic. AV Homes common shares trade on NASDAQ under the symbol AVHI.
This news release contains “forward-looking statements” within the meaning of the U.S. federal securities laws, which statements may include information regarding the plans, intentions, expectations, future financial performance, or future operating performance of AV Homes, Inc. Forward-looking statements are based on the expectations, estimates, or projections of management as of the date of this news release. Although our management believes these expectations, estimates, or projections to be reasonable as of the date of this news release,
forward-looking statements are inherently subject to significant business risks, economic and competitive uncertainties, or other contingencies which could cause our actual results or performance to differ materially from what may be expressed or implied in the forward-looking statements. Important factors that could cause our actual results or performance to differ materially from our forward-looking statements include those set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016 and in our other filings with the Securities and Exchange Commission, which filings are available on www.sec.gov. AV Homes disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.
Investor Contact:
Mike Burnett
EVP, Chief Financial Officer
480-214-7408
m.burnett@avhomesinc.com