Vaughan, Ontario, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Empire Communities Corp. (“Empire Communities” or “Empire”) announced today that it has closed its offering, on a private placement basis, of CAD$225 million aggregate principal amount of 7.625% senior unsecured notes due November 1, 2029 (the “Notes”). The Notes were issued at par and have been guaranteed by certain of Empire’s subsidiaries. Interest on the Notes will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025.
The offering was underwritten by RBC Capital Markets and BMO Capital Markets, as joint bookrunners, J.P. Morgan, as joint passive bookrunner, and CIBC Capital Markets, Desjardins Capital Markets and Scotiabank, as lead managers.
The Notes were offered on a private placement basis to certain accredited investors in the provinces of Canada. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or any state securities laws. The Notes have not been and will not be qualified under the securities laws of any province or territory of Canada for distribution to the public and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada except pursuant to applicable prospectus exemptions.
Empire intends to use the net proceeds of the offering: (i) to repay, initially, approximately CAD$221 million under its revolving credit facility; (ii) use CAD$150 million of the amount initially repaid under Empire’s revolving credit facility to redeem at par its CAD$150 million aggregate principal amount of 7.375% senior notes (the “2025 Notes”) on December 15, 2024; and (iii) for general corporate purposes, which may include the repayment of indebtedness.
Empire also announced that it has issued a redemption notice to redeem in full the 2025 Notes (the “2025 Notes Redemption”) on December 15, 2024 at par, together with accrued and unpaid interest thereon of CAD$36.875 per CAD$1,000 principal amount of 2025 Notes up to but excluding December 15, 2024, for a total amount payable on redemption of CAD$1,036.875 per CAD$1,000 principal amount of 2025 Notes. The 2025 Notes that are redeemed will cease to bear interest from and after December 15, 2024 and will be cancelled.
Following the 2025 Notes Redemption, Empire will have completed the refinancing of substantially all of its issued and outstanding bonds that were due on December 15, 2025, thereby allowing Empire to both extend the maturity of its debt stack to November 2029 and enhance its liquidity by terming out approximately CAD$75 million of draws on its revolving credit facility.
This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to sell or an offer to purchase, securities in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
About Empire Communities
Empire Communities (www.empirecommunities.com) is a fully vertically-integrated homebuilder involved in all aspects of the homebuilding and sales process. Celebrating over 30 years as one of North America’s largest privately held homebuilders, Empire builds and develops in over 100 intown and suburban communities across Toronto, Southwestern Ontario, Texas, Georgia, Tennessee, North Carolina, South Carolina, and Colorado, targeting primarily entry-level and move-up buyers with attainable product offerings. Since its inception in 1993, Empire has built over 36,000 new homes and condos, representing close to $15B in housing sales. Empire currently has a strategic land position representing more than 25,000 potential future homesites in the planning, development, and/or construction phase.
Forward-Looking Information
The information presented in this press release includes forward-looking information and are based on future expectations, plans and prospects for our business and operations that involve a number of risks and uncertainties. Such information is typically identified by words such as “believes”, “estimates”, “anticipates”, “expects”, “expected”, “plans”, “intends”, “may”, “will” or “should” and similar expressions. Forward-looking information in this news release includes forward looking information related to the intended use of proceeds from the offering; the 2025 Notes Redemption; and other matters. Empire believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such information should not be unduly relied upon. Forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved, including risks and assumptions relating to market conditions and completion of the redemption of the 2025 Notes.
The forward-looking information in this press release is provided as of the date hereof, and Empire does not undertake any obligation to update the forward-looking information as a result of new information, future events or otherwise, except as otherwise required by law.
