Empire Communities Corp - Tender Offer 2024 (US) - Results

Empire Communities Corp. Announces the Expiration and Results of Cash Tender Offer for Any and All 7.000% Senior Notes Due 2025 - US29163VAC72 - USC33203AA54

23 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Globenewswire: Source: Empire Communities Corp

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"As of the Expiration Time, $465,997,000, or 98.1%, of the $475 million aggregate principal amount outstanding of the 2025 Notes had been validly tendered and not validly withdrawn (not including the $9,003,000 aggregate principal amount of 2025 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated as of April 16, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”)). Payment for all 2025 Notes validly tendered and accepted for purchase is expected to be made on April 29, 2024 (the “Settlement Date”).

Certain information regarding the 2025 Notes is set forth in the table attached.

Holders of the 2025 Notes (“Holders”) who validly tendered, and did not validly withdraw, their 2025 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, will be eligible to receive in cash the consideration of $1,010.21 for each $1,000 principal amount of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase, plus accrued and unpaid interest on the 2025 Notes validly tendered and accepted for purchase from December 15, 2023, the last interest payment date, up to, but excluding, the Settlement Date.

After giving effect to tenders of 2025 Notes pursuant to the guaranteed delivery procedures described in the Offer Documents, we may satisfy and discharge the indenture with respect to the 2025 Notes in accordance with the provisions of such indenture and redeem at par on December 15, 2024 the 2025 Notes that remain outstanding following the consummation of the Tender Offer, or we may leave such 2025 Notes outstanding. The Notes Consideration (as defined in the Offer to Purchase) exceeds the redemption price of par on December 15, 2024. Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the 2025 Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture.

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Empire Communities Corp. Announces Pricing Terms of Cash Tender Offer for Any and All 7.000% Senior Notes Due 2025 - US29163VAC72 - USC33203AA54

23 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Globenewswire: Source: Empire Communities Corp

"Vaughan, Ontario, April 23, 2024 (GLOBE NEWSWIRE) -- VAUGHAN, ONTARIO April 23, 2024 – Empire Communities Corp. (“Empire” or “Empire Communities”) today announced the pricing terms of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.000% Senior Notes due 2025 (the “2025 Notes”). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of April 16, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”). Holders of the 2025 Notes (“Holders”) are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.

Certain information regarding the 2025 Notes is set forth in the table attached."

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Empire Communities Corp. Commences Tender Offer for Any and All 7.000% Senior Notes Due 2025 - US29163VAC72 - USC33203AA54

16 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Globenewswire: Source: Empire Communities Corp

VAUGHAN, ONTARIO April 16, 2024 – Empire Communities Corp. (“Empire Communities” or “Empire”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.000% Senior Notes due 2025 (the “2025 Notes”). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of April 16, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”).

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 23, 2024, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as may be extended, the “Expiration Time”). Holders of the 2025 Notes (the “Holders”) may withdraw their validly tendered 2025 Notes as described below. Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.

Certain information regarding the 2025 Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.

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