0001140361-17-005995.txt : 20170213 0001140361-17-005995.hdr.sgml : 20170213 20170213104211 ACCESSION NUMBER: 0001140361-17-005995 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170210 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WCI Communities, Inc. CENTRAL INDEX KEY: 0001574532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 270472098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-947-2600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Monarch GP LLC CENTRAL INDEX KEY: 0001501100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36023 FILM NUMBER: 17596759 BUSINESS ADDRESS: STREET 1: C/O MONARCH ALTERNATIVE CAPITAL LP STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-1700 MAIL ADDRESS: STREET 1: C/O MONARCH ALTERNATIVE CAPITAL LP STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDRA GP LP CENTRAL INDEX KEY: 0001501101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36023 FILM NUMBER: 17596760 BUSINESS ADDRESS: STREET 1: C/O MONARCH ALTERNATIVE CAPITAL LP STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-1700 MAIL ADDRESS: STREET 1: C/O MONARCH ALTERNATIVE CAPITAL LP STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Monarch Alternative Capital LP CENTRAL INDEX KEY: 0001281084 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36023 FILM NUMBER: 17596761 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-1700 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LP DATE OF NAME CHANGE: 20070125 FORMER NAME: FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LLC DATE OF NAME CHANGE: 20061013 FORMER NAME: FORMER CONFORMED NAME: QDRA LLC DATE OF NAME CHANGE: 20040223 4 1 doc1.xml FORM 4 X0306 4 2017-02-10 1 0001574532 WCI Communities, Inc. WCIC 0001281084 Monarch Alternative Capital LP 535 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001501101 MDRA GP LP C/O MONARCH ALTERNATIVE CAPITAL LP 535 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001501100 Monarch GP LLC C/O MONARCH ALTERNATIVE CAPITAL LP 535 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks Common Stock, par value $0.01 per share ("Common Stock") 2017-02-10 4 U 0 1585080 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 2703 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 373312 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 250739 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 57910 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 70341 23.5 D 0 I See footnotes Common Stock 2017-02-10 4 U 0 31600 23.5 D 0 I See footnotes Restricted Stock Unit 2017-02-10 4 J 0 5306 0 D See footnote 0 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Solely for purposes of Section 16 of the Exchange Act, each of Monarch Alternative Capital LP, and by virtue of their control of Monarch Alternative Capital LP, MDRA GP LP and Monarch GP LLC, are directors-by-deputization by virtue of the Funds' (defined in Exhibit 99.1) contractual right to designate a member of the board of directors of WCIC. Patrick Bartels, a managing principal of Monarch Alternative Capital LP, is a member of WCIC's board of directors. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Information and Signatures MONARCH ALTERNATIVE CAPITAL LP, By: /s/ Michael A. Weinstock, Chief Executive Officer 2017-02-13 EX-99.1 2 m19885716a.htm EXPLANATION OF RESPONSES
 
Designated Filer:
MONARCH ALTERNATIVE CAPITAL LP
Issuer & Ticker Symbol:
WCI Communities, Inc. [WCIC]
Date of Event Requiring Statement:
February 10, 2017
 
 
Explanation of Responses
 
(1) This Form 4 is being filed on behalf of Monarch Alternative Capital LP, a Delaware limited partnership ("MAC"), MDRA GP LP, a Delaware limited partnership ("MDRA GP") and Monarch GP LLC, a Delaware limited liability company (“Monarch GP”) (collectively, the "Reporting Persons"). MAC serves as the investment advisor to the Funds (as defined below), MDRA GP is the general partner of MAC and Monarch GP is the general partner of MDRA GP. Each of MAC, MDRA GP and Monarch GP may be deemed to indirectly beneficially own shares held directly by the Funds and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein.

(2) Common Stock held directly by Monarch Debt Recovery Master Fund Ltd, a Cayman Islands corporation (“MDRF”).
(3) Common Stock held directly by Monarch Master Funding Ltd, a Cayman Islands corporation (“MMF”). The 2,703 shares disposed by MMF were held for the account of MCMP II (defined below).
(4) Common Stock held directly by Monarch Capital Master Partners LP, a Cayman Islands limited partnership (“MCMP”).
(5) Common Stock held directly by MCP Holdings Master LP, a Cayman Islands limited partnership (“MCPH”).
(6) Common Stock held directly by Monarch Alternative Solutions Master Fund Ltd, a Cayman Islands corporation (“MASMF”).
(7) Common Stock held directly by P Monarch Recovery Ltd., a British Virgin Islands corporation (“P Monarch”).
(8) Common Stock held directly by Monarch Capital Master Partners II LP, a Cayman Islands limited partnership (“MCMP II”, and together with MDRF, MMF, MCMP, MCPH, MASMF and P Monarch, the “Funds”).
(9) On February 10, 2017, Lennar Corporation (“Lennar”) and WCI Communities (the “Company”) closed their previously announced merger (the “Merger”), pursuant to which the Funds became entitled to receive, for each share of Company common stock (“Common Stock”) held at the closing time, (1) $11.75 in cash and (2) a number of shares of Lennar Class A common stock equal to (a) $23.50 minus the amount of the cash consideration divided by (b) the average of the volume weighted average price of Lennar Class A stock reported on the New York Stock Exchange on each of the ten trading days immediately preceding the closing. The value of the Merger consideration for each share of Common Stock is equal to $23.50.
(10) On February 11, 2016, MAC, as an affiliate of a non-employee director, was granted restricted units by the Company. These restricted stock units vested in their entirety on February 10, 2017, which was the effective date of the Merger. In accordance with the terms of the grant, the Company will pay to the holder a cash amount equal to the fair market value of a number of shares of the Company’s Common Stock equal to the number of restricted stock units. The value of the Company’s common stock on February 10, 2017 was $23.50 per share, or the value of the Merger consideration.
 
 EX-99.2 3 m19885716b.htm JOINT FILERS' INFORMATION AND SIGNATURES
Designated Filer:
Monarch Alternative Capital LP
Issuer & Ticker Symbol:
WCI Communities, Inc. [WCIC]
Date of Event Requiring Statement:
February 10, 2017
 
Joint Filer Information and Signatures
Joint Filers:
 
1.
Name:
MONARCH ALTERNATIVE CAPITGAL LP
 
Address:
c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022
 
 
 
 
 
 
 
MONARCH ALTERNATIVE CAPITAL LP
 
 
 
 
 
 
 
By: Monarch GP LLC, its general partner
    By:  Monarch GP LLC, its general partner 
 
 
 
 
 
 
 
 
By: /s/ Michael Weinstock                             
 
February 13, 2017
 
 
Name:
Michael Weinstock
 
Date
 
 
Title:
Member
 
 
 
 
 
 
 
 
           
 
 
 
 
 
 
 
 
2.
Name:
MDRA GP LP
 
Address:
c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022
 
 
 
 
 
 
 
MDRA GP LP
 
 
 
 
 
 
 
By: Monarch GP LLC, its general partner
 
 
 
 
 
 
 
 
By: /s/ Michael Weinstock                             
 
February 13, 2017
 
 
Name:
Michael Weinstock
 
Date
 
 
Title:
Member
 
 
 
 
 
 
 
 
           
 
 
 
 
 
 
3.
Name:
Monarch GP LLC
 
Address:
c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022
 
 
 
 
 
 
 
MONARCH GP LLC
 
 
 
 
 
 
 
 
By:/s/ Michael Weinstock                             
 
February 13, 2017
 
 
Name:
Michael Weinstock
 
Date
 
 
Title:
Member