Vaughan, Ontario, April 23, 2024 (GLOBE NEWSWIRE) -- VAUGHAN, ONTARIO April 23, 2024 – Empire Communities Corp. (“Empire” or “Empire Communities”) today announced the pricing terms of 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”). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth 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”). Holders of the 2025 Notes (“Holders”) are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.
Certain information regarding the 2025 Notes is set forth in the table attached.
The consideration (the “Tender Offer Consideration”) for each $1,000 principal amount of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2025 Notes specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above as of 2:00 p.m., New York City time, today, the date on which the Tender Offer is currently scheduled to expire.
In addition to the Tender Offer Consideration, Holders will also receive 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 date on which Empire makes payment for such 2025 Notes, which date is currently expected to be April 29, 2024 (such date, as it may be extended, the “Settlement Date”).
The Tender Offer will expire at 5:00 p.m., New York City time, on April 23, 2024, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders must validly tender, and 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, to be eligible to receive in cash the Tender Offer Consideration and accrued and unpaid interest as described above.
Holders who validly tender their 2025 Notes may validly withdraw their tendered 2025 Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. 2025 Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date.
The Tender Offer is subject to the satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase) and the other conditions described in the Offer to Purchase. To the extent that less than all of the outstanding 2025 Notes are tendered and accepted for purchase in the Tender Offer, we intend to satisfy and discharge the indenture governing the 2025 Notes with respect to the 2025 Notes in accordance with the provisions of such indenture, and to redeem at par on December 15, 2024 the 2025 Notes that remain outstanding following the consummation of the Tender Offer. The Tender Offer Consideration 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. Empire may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion. The Tender Offer is not conditioned on any minimum amount of 2025 Notes being tendered.
Empire has appointed J.P. Morgan Securities LLC to act as dealer manager for the Tender Offer and has retained D.F. King & Co. to serve as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co. by telephone at +1 (212) 269-5550 (collect) or +1 (866) 811-1442 (toll free) or by email at empire@dfking.com. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at + 1 (212) 834-7489 (collect) or + 1 (866) 834-4666 (toll-free).
The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms of the Tender Offer. Copies of the Offer Documents are available at the following web address: www.dfking.com/empire.
None of Empire, its board of directors, the trustee, the dealer manager or the tender agent and information agent make any recommendations as to whether holders should tender their 2025 Notes pursuant to the Tender Offer, and no one has been authorized by any of them to make such recommendations. Holders are urged to evaluate carefully all information in the Offer Documents, consult their own investment and tax advisors, and must make their own decisions as to whether to tender their 2025 Notes, and, if so, the principal amount of 2025 Notes to tender.
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 Empire’s intentions regarding the timing and completion of the Tender Offer; the completion of the purchase and the redemption 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, the purchase of the 2025 Notes or the redemption 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.
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