WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Regulation FD Disclosure

WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

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On March6, 2018, Parent issued a press release announcing that it had commenced a private offering (the “Offering”) to eligible purchasers of the 2023 Notes through its wholly owned subsidiary, William Lyon Homes, Inc., a California corporation (“California Lyon”). In accordance with Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is being filed as Exhibit99.2 to this report and accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of Parent or of California Lyon.

The 2023 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

As previously announced on February20, 2018, California Lyon entered into definitive agreements to acquire RSI Communities LLC (“RSI”) and certain additional related real estate assets (collectively, the “Acquisition”). Parent intends to use the net proceeds from the Offering (i) together with approximately $200.0million in cash generated from certain land banking arrangements and cash on hand, to finance the Acquisition, and to pay related fees and expenses and (ii)to repay all $150.0million in aggregate principal amount of California Lyon’s 5.75% Senior Notes due 2019. The Acquisition is expected to close in the first quarter of fiscal year 2018, subject to certain closing conditions.

Historical consolidated financial information of RSI is attached as Exhibit 99.3 to this report and incorporated by reference herein. The historical consolidated financial information of RSI attached hereto does not reflect the results of operations or financial condition of the additional related real estate assets to be acquired in connection with the Acquisition.

Item 7.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:

The consolidated financial statements of RSI as of December31, 2017 and for the year ended December31, 2017, the notes related thereto, and the report of the independent auditors related thereto with respect to the audited consolidated financial statements of RSI are filed as Exhibit 99.3 to this report and are incorporated by reference herein.


WILLIAM LYON HOMES Exhibit
EX-23.1 2 d543931dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement of William Lyon Homes on Form S-3 (File No. 333-194517) and Forms S-8 (File Nos. 333-219413 and 333-190571) of our report dated March 6,…
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