Vaughan, Ontario, April 24, 2024 (GLOBE NEWSWIRE) — VAUGHAN, ONTARIO April 24, 2024 – Empire Communities Corp. (“Empire” or “Empire Communities”) announced today that the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.000% Senior Notes due 2025 (the “2025 Notes”) expired at 5:00 p.m., New York City time, on April 23, 2024 (the “Expiration Time”).
As of the Expiration Time, $465,997,000, or 98.1%, of the $475 million aggregate principal amount outstanding of the 2025 Notes had been validly tendered and not validly withdrawn (not including the $9,003,000 aggregate principal amount of 2025 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated as of April 16, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”)). Payment for all 2025 Notes validly tendered and accepted for purchase is expected to be made on April 29, 2024 (the “Settlement Date”).
Certain information regarding the 2025 Notes is set forth in the table attached.
Holders of the 2025 Notes (“Holders”) who validly tendered, and did not validly withdraw, their 2025 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, will be eligible to receive in cash the consideration of $1,010.21 for each $1,000 principal amount of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase, plus accrued and unpaid interest on the 2025 Notes validly tendered and accepted for purchase from December 15, 2023, the last interest payment date, up to, but excluding, the Settlement Date.
After giving effect to tenders of 2025 Notes pursuant to the guaranteed delivery procedures described in the Offer Documents, we may satisfy and discharge the indenture with respect to the 2025 Notes in accordance with the provisions of such indenture and redeem at par on December 15, 2024 the 2025 Notes that remain outstanding following the consummation of the Tender Offer, or we may leave such 2025 Notes outstanding. The Notes Consideration (as defined in the Offer to Purchase) exceeds the redemption price of par on December 15, 2024. Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the 2025 Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture.
J.P. Morgan Securities LLC is acting as the dealer manager in connection with the Tender Offer, and D.F. King & Co. is serving as the tender agent and information agent for the Tender Offer.
This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any of the 2025 Notes, or any other securities, nor shall there be any offer, solicitation or purchase of the 2025 Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful.
About Empire Communities
Empire Communities is a residential builder/developer involved in all sectors of the new home building industry, including both low‐rise and high‐rise built forms. Celebrating 30 years of building inspiring new places to live, Empire has an established tradition of creating prestigious award‐winning new homes, communities and amenities and has earned a reputation for outstanding attention to detail and customer service. Since its inception in 1993, Empire has built over 32,000 new homes and condos. Today, Empire is one of North America’s largest privately held integrated residential homebuilders, with current communities in Toronto, Southwestern Ontario, Texas, Georgia, Tennessee, and the Carolinas.
Forward-Looking Statements
The information presented in this press release includes forward-looking statements and are based on future expectations, plans and prospects for our business and operations that involve a number of risks and uncertainties. These statements often utilize words such as “believes”, “estimates”, “anticipates”, “expects”, “expected”, “plans”, “intends”, “may”, “will” or “should” and similar expressions. These forward-looking statements include statements related to the Tender Offer; the completion of the purchase of the 2025 Notes; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, our ability to consummate the Tender Offer and the purchase of the 2025 Notes; and other risks set forth in the Offer Documents.
Empire is not subject to the reporting requirements of the Securities Exchange Act of 1934. However, Empire has furnished certain financial and other reports to Holders. Such report for the fiscal year ended December 31, 2023 contains further information concerning the risks and uncertainties associated with our business. Holders may obtain a copy of such report from the information agent.
Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and Empire does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
- Certain Information and Results for the 2025 Notes