UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2014

 

 

WCI Communities, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36023   27-0472098
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

24301 Walden Center Drive  
Bonita Springs, Florida   34134
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (239) 947-2600

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 — Other Events.

On October 22, 2014, WCI Communities, Inc. (the “Company”) issued a press release announcing that it has commenced an offer to exchange up to $50 million in aggregate principal amount of its 6.875% Senior Notes due 2021, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal aggregate principal amount of its outstanding 6.875% senior notes due 2021, and related guarantees, which were issued in a private placement. The Company is filing a copy of the press release as Exhibit 99.1 hereto, which is incorporated by reference to this Item 8.01.

The press release does not constitute an offer to sell the Exchange Notes, nor a solicitation for an offer to purchase the Exchange Notes, nor shall there be any offer, solicitation or sale of any Exchange Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release dated October 22, 2014.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WCI COMMUNITIES, INC.

/s/ Vivien N. Hastings

Vivien N. Hastings
Senior Vice President, Secretary and General Counsel

Date: October 22, 2014


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

99.1    Press Release dated October 22, 2014.

Press Release

Exhibit 99.1

WCI COMMUNITIES, INC. ANNOUNCES EXCHANGE OFFER FOR UP TO $50 MILLION AGGREGATE PRINCIPAL AMOUNT OF 6.875% SENIOR NOTES DUE 2021

Bonita Springs, FL, October 22, 2014 – WCI Communities, Inc. (NYSE: WCIC) (the “Company”) today announced that it has commenced an offer (the “Exchange Offer”) to exchange up to $50 million in aggregate principal amount of its 6.875% Senior Notes due 2021, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal aggregate principal amount of its outstanding 6.875% Senior Notes due 2021, and related guarantees, which were issued in a private placement (the “Private Notes”). The Private Notes and the Exchange Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s domestic, wholly-owned subsidiaries.

The Private Notes were issued as additional securities under an indenture dated August 7, 2013 (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”) pursuant to which the Company previously issued $200 million aggregate principal amount of 6.875% Senior Notes due 2021 (the “Initial Notes”). The Initial Notes and the Exchange Notes will be treated as a single series of debt securities for all purposes under the Indenture, will vote together on all matters under the Indenture, and will have identical terms, other than the issue dates and offering prices.

The sole purpose of the Exchange Offer is to fulfill the Company’s obligations with respect to the registration of the Private Notes. Pursuant to a registration rights agreement entered into by the Company in connection with the sale of the Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to the Exchange Offer pursuant to which the Exchange Notes, containing substantially identical terms to the Private Notes, would be offered in exchange for Private Notes that are tendered by the holders of those notes. Any Private Notes not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreement, except in limited circumstances.

The Exchange Offer will expire at 5:00 p.m., New York City time, on November 21, 2014, unless extended. Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration of such offer by following the procedures set forth in the exchange offer prospectus dated October 22, 2014.

The terms of the Exchange Offer are contained in the Exchange Offer prospectus. Persons with questions regarding the Exchange Offer should contact Wilmington Trust, National Association, at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-1626, Attention: Workflow Management – 5th Floor; Facsimile: (302) 636-4139, Attention: Exchange.

This notice does not constitute an offer to sell the Exchange Notes, nor a solicitation for an offer to purchase the Exchange Notes, nor shall there be any offer, solicitation or sale of any Exchange Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer will be made only by means of the Exchange Offer prospectus.

Forward-Looking Statements

Certain statements contained in this release that are not historical information contain forward-looking statements. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. These forward-looking statements can be identified by the use of forward-looking


terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “contemplate,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” “would,” “should,” “forecast,” or “assume” or, in each case, their negative, or other variations or comparable terminology. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable, it is difficult to predict the impact of known factors and, of course, it is impossible to anticipate all factors that could affect actual results.

You should keep in mind that any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which it was made. New risks and uncertainties arise from time to time and current immaterial risks may become material in the future. It is impossible for the Company to predict these events or how they may affect the Company and its business. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Contact:

Scott Bowles, WCI Communities, Inc.

239-498-8481

ir@wcicommunities.com