ARLINGTON, Va., June 7, 2017 /PRNewswire/ -- CalAtlantic Group, Inc. (NYSE: CAA) today announced the proposed public offering by MP CA Homes LLC, an affiliate of MatlinPatterson Global Advisers LLC, of 10,000,000 shares of the aggregate 42,842,557 shares of the Company's common stock held by the selling stockholder. The selling stockholder also expects to grant the underwriters of the proposed common stock offering an option to purchase up to an additional 1,500,000 shares of the Company's common stock. Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the proposed common stock offering. The Company will not sell any shares in the proposed common stock offering and will not receive any of the proceeds from the sale by MP CA Homes LLC.
The Company has also entered into an agreement with the selling stockholder to repurchase shares of the Company's common stock directly from the selling stockholder in an aggregate amount of up to $100,000,000 in a private, non-underwritten transaction at a purchase price per share equal to the price paid by the underwriters in the proposed public offering; provided that such purchase price per share does not exceed a specified price. The share repurchase is expected to be consummated concurrently with the public offering and is conditioned upon the closing of the public offering. However, the closing of the public offering is not conditioned upon the consummation of the share repurchase. The Company intends to fund the share repurchase from cash on hand.
The Company has an effective registration statement (including a prospectus) on file with the Securities and Exchange Commission (the "SEC") and will file a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed and will file with the SEC for more complete information about CalAtlantic and the proposed offering by MP CA Homes LLC. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, copies may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, by telephone at (800) 221-1037 or by email at email@example.com, or from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (866) 803-9204.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About CalAtlantic Group, Inc.
CalAtlantic Group, Inc. (NYSE: CAA) offers homes in 41 Metropolitan Statistical Areas spanning 17 states.
This news release contains forward-looking statements. These statements include but are not limited to statements regarding the proposed offering and the proposed share repurchase. Forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company's control and difficult to forecast that may cause actual results to differ materially from those that may be described or implied. The Company cannot be certain that the offering or the share repurchase will be completed on the terms discussed above, or at all. For a discussion of certain other risks, uncertainties and other factors affecting the statements contained in this news release, see the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q. Except as required by law, the Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements. The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this news release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
Jeff McCall, EVP & CFO (240) 532-3888, firstname.lastname@example.org
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SOURCE CalAtlantic Group, Inc.