0001193125-17-187379.txt : 20170530 0001193125-17-187379.hdr.sgml : 20170529 20170530161057 ACCESSION NUMBER: 0001193125-17-187379 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170530 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170530 DATE AS OF CHANGE: 20170530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AV Homes, Inc. CENTRAL INDEX KEY: 0000039677 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 231739078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07395 FILM NUMBER: 17877516 BUSINESS ADDRESS: STREET 1: 8601 N. SCOTTSDALE RD. STREET 2: SUITE 225 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 4802147400 MAIL ADDRESS: STREET 1: 8601 N. SCOTTSDALE RD. STREET 2: SUITE 225 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: AVATAR HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAC CORP /DE/ DATE OF NAME CHANGE: 19801023 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ACCEPTANCE CORP DATE OF NAME CHANGE: 19710208 8-K 1 d406880d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 30, 2017

 

 

AV Homes, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-07395   23-1739078

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

8601 N. Scottsdale Rd. Suite 225,

Scottsdale, Arizona

   85253
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (480) 214-7400

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b 2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01 Other Events.

Tender Offer

On May 30, 2017, AV Homes, Inc. issued a press release announcing the final results of its previously announced tender offer for any and all of its outstanding 8.500% Senior Notes due 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		    Description
99.1    Press Release dated May 30, 2017

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.

 

    AV Homes, Inc.
May 30, 2017     By:  

/s/ Roger A. Cregg

      Name:   Roger A. Cregg
      Title:   Director, President, and Chief Executive Officer
        (Principal Executive Officer)

Exhibit Index

 

Exhibit
No.		    Description
99.1    Press Release dated May 30, 2017
 EX-99.1 2 d406880dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AV Homes, Inc. Announces

Final Tender Results and Final Settlement of Cash Tender Offer

Scottsdale, AZ (May 30, 2017) — AV Homes, Inc. (NASDAQ:AVHI) (“AV Homes” or the “Company”) today announced the final tender results and final settlement of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.500% Senior Notes due 2019 (CUSIP No. 00234P AE2) (the “Notes”). The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase dated May 1, 2017 (the “Offer to Purchase”).

As of 11:59 p.m., New York City time, on May 26, 2017 (the “Expiration Date”), no additional Notes were validly tendered. As such, there are no changes to the results of the Tender Offer previously announced on May 18, 2017.

The Company has engaged J.P. Morgan Securities LLC to act as the dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (212) 834-4811 or (866) 834-4666 (US toll-free). Requests for documentation may be directed to D.F. King & Co., Inc., at (800) 622-1649 (US toll-free) or (212) 269-5550 (for bankers and brokers) or via email to avhomes@dfking.com.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any securities. The Tender Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Tender Offer.

ABOUT AV HOMES

AV Homes is a homebuilder engaged in the business of homebuilding and community development in Florida, the Carolinas and Arizona. Its principal operations are conducted near Jacksonville and Orlando, Florida, Phoenix, Arizona and Raleigh and Charlotte, North Carolina. The Company focuses on the development and construction of (i) primary residential communities, which serve first time and move-up buyers, and (ii) active adult communities, which are age-restricted to the age 55 and over active adult demographic. AV Homes common shares trade on NASDAQ under the symbol AVHI.

FORWARD-LOOKING STATEMENTS

This news release may be deemed to contain “forward-looking statements” within the meaning of the U.S. federal securities laws, which statements may include information regarding the plans, intentions, expectations, future financial performance, or future operating performance of AV Homes, Inc. Forward-looking statements are based on the expectations, estimates, or projections of management as of the date of this news release. Although our management believes these expectations, estimates, or projections to be reasonable as of the date of this news release, forward-looking statements are inherently subject to significant business risks, economic and competitive uncertainties, or other contingencies which could cause our actual results or performance to differ materially from what may be expressed or implied in the forward-looking statements.

Important factors that could cause our actual results or performance to differ materially from our forward-looking statements include those set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016 and in our other filings with the Securities and Exchange Commission, which filings are available on www.sec.gov. AV Homes disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.

Investor Contact:

Mike Burnett

EVP, Chief Financial Officer

480-214-7408

m.burnett@avhomesinc.com

 

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