Shea Homes Limited Partnership and Shea Homes Funding Corp. Announce Tender Offer for Up to $75 million of Their Outstanding 6.125% Senior Notes due 2025

WALNUT, Calif., Feb. 7, 2020 /PRNewswire/ -- Shea Homes Limited Partnership (the "Company") and Shea Homes Funding Corp. ("Funding Corp." and, together with the Company, the "Issuers") announced today they have commenced a cash tender offer (the "Tender Offer") for up to $75 million of the $375 million outstanding principal amount of their 6.125% Senior Notes due 2025 (the "Notes"). The Tender Offer is being made upon the terms and subject to the conditions described in the Company's Offer to Purchase dated February 7, 2020 (the "Offer to Purchase"). The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on March 6, 2020, unless extended or earlier terminated by the Issuers (the "Expiration Time").  The Issuers reserve the right to terminate, withdraw, or amend the tender offer at any time subject to applicable law.

Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

(1) Per $1,000 principal amount of Notes that are accepted for purchase.

Each holder who validly tenders its Notes on or prior to 5:00 p.m., New York City time, on February 21, 2020 (the "Early Tender Deadline") will be entitled to an early tender payment, which is included in the total consideration above, of $50.00 for each $1,000 principal amount of Notes validly tendered by such holder if such Notes are accepted for purchase pursuant to the Tender Offer.

Holders validly tendering, and not validly withdrawing, Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the tender offer consideration, which represents the total consideration less the early tender payment. In addition, holders whose Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date for their Notes purchased pursuant to the Tender Offer. Notes tendered prior to 5:00 p.m., New York City time, February 21, 2020 (the "Withdrawal Deadline") may be withdrawn at any time prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline may not be withdrawn.

If the purchase of all validly tendered Notes would cause us to purchase a principal amount greater than the tender cap set forth above, then the tender offer will be oversubscribed and the Issuers, if they accept Notes in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. At any time after the Early Tender Deadline and prior to the Expiration Time (such time, the "Early Acceptance Time"), the Issuers may elect to accept for purchase Notes tendered prior to such Early Acceptance Time on the terms and subject to the conditions of the Tender Offer, including any required proration.  Payment for any Notes so accepted will be made promptly after the Early Acceptance Time, which is currently expected to occur on February 25, 2020, subject to the satisfaction or waiver of the conditions to the Tender Offer.

Consummation of the Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including satisfactory financing arrangements in an amount that, when combined with cash on hand, will be sufficient to fund the purchase of the Notes tendered in the Tender Offer.

The Issuers have retained J.P. Morgan Securities LLC to act as Dealer Manager in connection with the Tender Offer.  Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (877) 478-5043 (toll free) (banks and brokerage firms please call (212) 269-5550) or by email at shea@dfking.com. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan at (866) 834-4666 (US toll-free) and (212) 834-2045 (collect).

This press release is for informational purposes only and does not constitute an offer to purchase with respect to any Notes. The Tender Offer is being made solely by means of the Offer to Purchase, which sets forth the complete terms and conditions of the Tender Offer.

Cautionary statement regarding forward-looking statements

This news release contains forward-looking statements and information relating to Shea Homes Limited Partnership and its subsidiaries, such as the strength or weakness of our housing markets and housing markets and the U.S. economy in general, the change in the geographic mix of new home deliveries, the impact of new home prices, backlog conversion, changes in the interest rate and the impact such changes may have, which are based on the beliefs of, as well as assumptions made by, and information currently available to, our management. Words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "appear" and "project" and similar expressions, as they relate to Shea Homes Limited Partnership and its subsidiaries are intended to identify forward-looking statements. These statements reflect our management's current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of Shea Homes Limited Partnership's and its subsidiaries' control and are difficult to forecast and that may cause actual results to differ materially from those that may be described or implied. Such factors include but are not limited to: the cyclical nature of the homebuilding industry and its sensitivity to economic conditions and events; changes in the availability of financing for homebuyers; elimination or reduction of tax benefits associated with owning a home; changes in interest rates; cancellations of home orders; geographic concentration; inflation; competition; shortages of building materials and skilled labor; construction defect claims and litigation risks; availability of suitable land and improved lots; the effect on sales of poor relations with residents from previously sold homes; our ability to develop communities successfully within expected timeframes; risks associated with owning land and lot inventory; our ability to obtain performance bonds; risks associated with expansion of our business into new markets; seasonality; weather conditions and natural disasters; the impact of drought and water availability in California; utility and resources shortages; dependence on key personnel; information technology and security breaches; failure to maintain internal control over financial reporting; government regulation; compliance with environmental regulations; changes in government regulations; our ability to maintain sufficient liquidity and service our debt; exposure to contingent liabilities; restrictive covenants governing our senior notes and revolving credit facility; the illiquid nature of our unconsolidated joint ventures; risks associated with our construction and development management activities for projects we do not own; our substantial level of indebtedness; our ability to incur additional indebtedness; negative changes in our credit ratings; failure of our credit ratings to capture all risks of investing in our notes; affiliate transactions; conflicts of interests between our equity owners and note holders; IRS audit risks; required tax distribution payments; and various other factors, both referenced and not referenced above, and included in the Company's Annual and Quarterly Reports available on the investor relations section of the Company's website. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from those described as anticipated, believed, estimated, expected, intended, planned, appeared or projected. Except as required by law, Shea Homes Limited Partnership and its subsidiaries neither intend nor assume any obligation to revise or update these forward-looking statements, which speak only as of their dates.  Shea Homes Limited Partnership and its subsidiaries nonetheless reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release.  No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

For Information Contact:
Andrew Parnes
(909) 594-0954

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SOURCE Shea Homes Limited Partnership