Weekley Homes, LLC Announces Cash Tender Offers for its 6.000% Senior Notes due 2023 and 6.625% Senior Notes due 2025 and Solicitations of Consents to the Related Indentures

HOUSTON, Sept. 9, 2020 /PRNewswire/ -- Weekley Homes, LLC (the "Company") today announced that it has commenced cash tender offers to purchase (i) any and all of its outstanding 6.000% Senior Notes due 2023 (CUSIP No. 948565AC0) (the "2023 Notes") and (ii) any and all of its 6.625% Senior Notes due 2025 (CUSIP No. 94856UAA9) (the "2025 Notes" and, together with the 2023 Notes, the "Notes") from holders of each series of Notes (the "Offers") and solicitations of consents from holders of the 2023 Notes (the "2023 Consent Solicitation") and 2025 Notes (the "2025 Consent Solicitation" and, together with the 2023 Consent Solicitation, the "Consent Solicitations") to effect certain proposed amendments to the indenture governing the 2023 Notes (the "2023 Indenture") and the indenture governing the 2025 Notes (the "2025 Indenture" and, together with the 2023 Indenture, the "Indentures"), respectively. These amendments would (i) eliminate substantially all of the restrictive covenants and related provisions contained in the relevant Indenture and (ii) shorten the notice period requirement for optional redemptions under the relevant indenture. The terms and conditions of the Offers and Consent Solicitations are described in the Offers to Purchase for Cash and Solicitation of Consents to the Related Indentures, dated September 9, 2020 (the "Offers to Purchase").

The following table summarizes the pricing terms of the Offers and Consent Solicitations:

Each Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on October 6, 2020, unless extended or earlier terminated (the "Expiration Date"). The consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on September 22, 2020, unless extended (the "Early Tender Date"), and accepted for purchase pursuant to the applicable Offer will be the Total Consideration set forth in the table above, which includes the Early Tender Payment. The consideration for each $1,000 principal amount of each series of Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase pursuant to the applicable Offer will be the Tender Offer Consideration set forth in the table above, which consists of the Total Consideration less the Early Tender Payment set forth in the table above. Holders of each series of Notes tendered after the applicable Early Tender Date will not be eligible to receive the related Early Tender Payment. No additional consideration is payable for a consent in the Consent Solicitation but the Tender Offer Consideration for each series of Notes also constitutes consideration for the related consent.

Following the Early Tender Date, the Company may elect, but is not obligated, to accept for purchase and pay for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on a date selected by it prior to the Expiration Date (the "Early Settlement Date"), subject to the satisfaction or waiver of all conditions to the Offers, including the condition that the Company shall have consummated an offering of senior debt securities (the "Notes Offering") providing proceeds of at least $400,000,000 on terms satisfactory to the Company in its sole discretion (the "Financing Condition"). The Early Settlement Date will be determined at the Company's option and is currently expected to occur on the business day following the Early Tender Date, which, if it occurs, is anticipated to be September 23, 2020, unless extended by the Company, assuming all conditions to the Offers have been satisfied or waived by the Company. If the Company does not elect to accept for purchase and pay for such Notes prior to the Expiration Date, or if the Offers are not fully subscribed as of the Early Tender Date, and Notes are validly tendered following the Early Tender Date but on or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Offers having been either satisfied or waived by the Company, the settlement for all Notes accepted for purchase in the Offers and not previously purchased will occur on a date promptly following the Expiration Date, which is expected to be October 7, 2020 (the "Final Settlement Date"; each of the Final Settlement Date and the Early Settlement Date, a "Settlement Date"). No tenders will be valid if submitted after the Expiration Date.

Holders of each series of Notes validly tendered and accepted for purchase pursuant to the applicable Offer will receive the applicable consideration described above, plus accrued and unpaid interest from the last interest payment date applicable to such Notes to, but not including, the applicable Settlement Date.

Notes tendered and Consents delivered may be withdrawn or revoked at any time prior to 5:00 p.m., New York City time, on September 22, 2020 (with respect to each series of Notes, the "Withdrawal Date"). Holders of Notes who tender their Notes and deliver their Consents after the Withdrawal Date, but at or prior to the Expiration Date, may not withdraw their tendered Notes and related delivered Consents. Holders of Notes who validly tender their Notes will be deemed to have validly delivered the related Consents. Holders of Notes may not tender Notes without delivering the related Consents.

The consummation of the applicable Offer and applicable Consent Solicitation is not conditioned upon any minimum amount of applicable Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offers to Purchase, including, among others, the Financing Condition. The Company reserves the absolute right, subject to applicable law, to: (i) waive any or all conditions to the Offer; (ii) extend, terminate or withdraw the Offers; or (iii) otherwise amend the Offer in any respect. The Company intends to use the net proceeds from the Notes Offering, together with cash on hand, if necessary, to fund the aggregate consideration for all Notes validly tendered (and not validly withdrawn) pursuant to the Offers and accepted for purchase, and to pay all fees and expenses incurred in connection with the Offers and Consent Solicitations. On the Early Settlement Date or Final Settlement Date, as applicable, the Company will pay the consideration due with respect to related Notes accepted for payment on such date.

The Company has provided the trustees for 2023 Notes and the 2025 Notes notices of conditional redemption that it will redeem any 2023 Notes and any 2025 Notes not purchased by the Company in the Offers at a price equal to 100.000% and 104.969% of the principal amount of the 2023 Notes and 2025 Notes, respectively, in each case plus accrued and unpaid interest from the last interest payment date applicable to such Notes to, but not including, the applicable redemption date (the "Conditional Redemptions"). The Conditional Redemptions are subject to and conditioned upon consummation of the Notes Offering. This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures.

Credit Suisse Securities (USA) LLC has been retained as the dealer manager. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent. Persons with questions regarding the Offers and the Consent Solicitations should contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-6340 (collect). Copies of the Offers to Purchase and other related materials may be obtained by contacting D.F. King & Co., Inc. at (800) 252-8173 (toll free) or (212) 269-5550 (collect) or email: [email protected].

None of the Company or its affiliates, its board of directors, the dealer manager, the tender agent and the information agent or the trustee for the Notes makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or to buy or sell any other securities. The Offers and Consent Solicitations are made only through the Offers to Purchase. The Offers and Consent Solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky and other laws of such jurisdiction. In any jurisdiction in which the Offers and Consent Solicitations are required to be made by a licensed broker or dealer, the Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About David Weekley Homes

David Weekley Homes is one of the largest national home builders and the largest privately-held home builder in the United States based on 2019 homes closed as reported by Hanley Wood. Based in Houston, Texas and founded in 1976, Weekley Homes provides a broad array of homebuyers with superior value, quality and service through its tailored and award-winning product offerings. Weekley Homes currently designs, builds, markets and sells single-family detached and attached homes in 20 homebuilding markets across 12 states. 

Forward-Looking Information

This press release contains forward-looking statements within the meaning of the federal securities laws. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. These forward-looking statements include statements relating to our anticipated financial performance, business prospects, consummation of the transactions contemplated by the Offers to Purchase, the use of proceeds and/or statements preceded by, followed by or that include the words "believe," "anticipate," "intend," "estimate," "expect," "project," "could," "plans," "seeks" and similar expressions. These forward-looking statements speak only as of the dates stated and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, that could cause actual results to differ materially from those suggested by the forward-looking statements. If any of those risks and uncertainties materialize, actual results could differ materially from those discussed in any such forward-looking statement.

Contacts

Investor Relations:

Heather Humphrey
CFO
713-963-0500
[email protected]

SOURCE Weekley Homes, LLC