WCI Communities, Inc. (NYSE:WCIC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February10, 2017, WCI Communities, Inc. (the Company) notified
the New York Stock Exchange (NYSE) that the merger (the Merger)
of the Company with a wholly-owned subsidiary of Lennar
Corporation (Lennar) had become effective. As a result of the
Merger, the Companys common stock, par value $0.01 per share
(Company Common Stock), was converted into the right to receive
cash. Because of that, (a)the NYSE will suspend trading in the
Company Common Stock effective before the opening of trading on
the trading day after the Merger, and (b)the Company notified the
NYSE that it was withdrawing the Company Common Stock from
listing on the NYSE. The Company and the NYSE will be making the
necessary filings with the Securities and Exchange Commission to
remove the Company Common Stock from listing on the NYSE and to
terminate the registration of the Company under the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Companys
obligation to file reports under the Exchange Act will be
suspended when the Company files the application to terminate its
registration under that Act.
Item3.03 |
Material Modification to Rights of Security Holders. |
On February10, 2017, the Merger became effective, and, as a
result, each share of Company Common Stock was converted into the
right to receive $23.50 in cash.
On February10, 2017, the Company, Lennar and Wilmington Trust,
National Association, as Trustee, entered into a Third
Supplemental Indenture, which amended the Indenture dated as of
August7, 2013 relating to the Companys 6.875% Senior Notes due
2021 (the Notes), to add Lennar as a co-issuer of the Notes. In
becoming a co-issuer, Lennar became entitled to all the benefits
of, and assumed and became liable for all the obligations of the
Company with respect to, the Indenture and the Notes.
Item5.01 |
Changes in Control of Registrant. |
On February10, 2017, the Merger became effective, and the Company
became a wholly-owned subsidiary of Lennar.
In connection with the Merger, Lennar paid, or expects to pay, a
total of approximately $643 million in cash to the former holders
of Company Common Stock, as well as to holders of rights under
the Companys Long Term Incentive Plan, to holders of unvested
restricted stock of the Company, and to holders of performance
units and restricted share units that had been issued by the
Company under incentive plans. Lennar obtained the funds it used
in connection with the Merger from working capital and from
proceeds from the recently completed issuance of $600 million
aggregate principal amount of its 4.125% Senior Notes due 2022.
Item5.07 |
Submission of a Matter to a Vote of Security Holders. |
On February10, 2017, there was a special meeting of the Company
stockholders at which the stockholders were asked to vote on a
proposal to adopt an Agreement and Plan of Merger, dated as of
September22, 2016, among the Company, Lennar and two wholly-owned
subsidiaries of Lennar (the Merger Agreement). The results of the
vote were as follows:
For |
Against |
Abstained |
Broker non-votes |
|||
20,506,379 |
1,520 |
27,037 |
At the special meeting, stockholders were also asked to vote on a
proposal to approve the adjournment of the meeting, if necessary,
to solicit additional proxies if there were not sufficient votes
to adopt the Merger Agreement at the time of the meeting. The
results of that vote were as follows:
For |
Against |
Abstained |
Broker non-votes |
|||
19,203,353 |
1,331,046 |
Item8.01 |
Other Events. |
On February10, 2017, the Merger was approved by the Company
stockholders and it became effective on that day. Lennar elected
to pay the entire merger consideration in cash. Therefore, as a
result of the Merger, (i)each share of Company Common Stock was
converted into the right to receive $23.50 in cash and (ii)the
Company became a wholly-owned subsidiary of Lennar. The Merger
took place in accordance with the Merger Agreement. A definitive
proxy statement relating to the Merger, which included the Merger
Agreement as an exhibit, was filed by the Company with the
Securities and Exchange Commission on January12, 2017, and is
incorporated by reference in this Report.
Item9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
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| 4.1 |
Third Supplemental Indenture, dated February 10, 2017, among WCI Communities, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Lennar Corporation. |
About WCI Communities, Inc. (NYSE:WCIC)
WCI Communities, Inc. is a holding company. The Company is a lifestyle community developer and luxury homebuilder of single- and multi-family homes, including luxury high-rise tower units, in coastal Florida’s markets. The Company’s segments include Homebuilding, Real Estate Services and Amenities. The Homebuilding segment designs, sells and builds single- and multi-family homes and tower units. The Company operates a full-service real estate brokerage business under the Berkshire Hathaway HomeServices brand and title services that complement its Homebuilding operations by providing with additional opportunities to capitalize on increasing home prices throughout Florida. The Company’s Amenities segment primarily includes the construction, ownership and management of recreational amenities in residential communities that it develops. The Company owns or controls approximately 13,300 home sites, of which approximately 7,900 are owned and 5,400 are controlled by the Company. WCI Communities, Inc. (NYSE:WCIC) Recent Trading Information
WCI Communities, Inc. (NYSE:WCIC) closed its last trading session 00.00 at 23.45 with 1,850,320 shares trading hands.