Note 19 - Subsequent Event

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

19

.     

Su

bsequent Event

On

October 29, 2017,

the Company

and Lennar Corporation (“Lennar”) entered into an Agreement and Plan of Merger (the “Merger”).  At the effective time of the Merger, each share of common stock of the Company issued and outstanding will be converted into and become the right to receive either (i) subject to adjustment,

0.885

shares (as adjusted, the “Exchange Ratio”) of Class A common stock of Lennar (“Lennar stock”) or (ii)

$48.26

in cash.  Holders of Company common stock will have the option to elect to receive their consideration in the Merger in cash or stock, subject to proration to the extent cash to be paid to all such holders electing to receive cash consideration would exceed

$1.16

billion.  At the effective time of the Merger, (i) the Company’s options, restricted stock units and stock appreciation rights will be converted into the option to acquire or right to receive in lieu of Company common stock, the number of shares of Lennar stock, as determined in accordance with the exchange ratio, and (ii) the Company’s convertible notes will remain outstanding and become convertible in lieu of Company common stock, the number of shares of Lennar stock, as determined in accordance with the Exchange Ratio.  It is expected that the Merger will qualify as a tax-free reorganization for U.S. federal income tax purposes.  The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger by the Company’s stockholders and the stockholders of Lennar.  For additional information about the Merger Agreement, reference is made to the Current Report on Form

8

-K filed by the Company on

October 30, 2017,

which is incorporated by reference herein.